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As filed with the Securities and Exchange Commission on April 30, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-41996

Hafnia Limited

(Exact name of Registrant as specified in its charter)

Singapore

(Jurisdiction of incorporation or Organization)

c/o Hafnia SG Pte. Ltd.

10 Pasir Panjang Road, #18-01

Singapore 117438

+65 6434 3770

(Address of principal executive offices)

Mikael Øpstun Skov & Petrus Wouter Van Echtelt

c/o Hafnia SG Pte. Ltd.

10 Pasir Panjang Road, #18-01

Singapore 117438

+65 6434 3770

ir@hafnia.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Ordinary shares HAFN New York Stock Exchange (“NYSE”)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As at December 31,

2024, there were 502,924,476 outstanding ordinary shares and 9,639,056 treasury shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ☐ No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or

for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) of this

chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit such files):

Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in

Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ☐ Accelerated Filer  ☐ Non-accelerated Filer ☒ Emerging Growth Company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards

†

provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification

after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting

under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an

error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☐ U.S. GAAP

☒ International Financial Reporting Standards as issued by the International Accounting Standards Board

☐ Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 ☐ Item 17  ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☒ No  ☐

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TABLE OF CONTENTS
 
  Page
EXPLANATORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS iv
 
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1
ITEM 3. KEY INFORMATION 1
ITEM 4. INFORMATION ON THE COMPANY 51
ITEM 4A. UNRESOLVED STAFF COMMENTS 111
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 112
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 168
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 176
ITEM 8. FINANCIAL INFORMATION 179
ITEM 9. THE OFFER AND LISTING 181
ITEM 10. ADDITIONAL INFORMATION 182
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 191
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 194
   
  PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 195
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 195
ITEM 15. CONTROLS AND PROCEDURES 195
ITEM 16. [RESERVED] 197
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 197
ITEM 16B. CODE OF ETHICS 197
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 197
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 197
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 198
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 198
ITEM 16G. CORPORATE GOVERNANCE 198
ITEM 16H. MINE SAFETY DISCLOSURE 200
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION 200
ITEM 16J. INSIDER TRADING POLICIES 201
ITEM 16K. CYBERSECURITY 201
   
  PART III
ITEM 17. FINANCIAL STATEMENTS 202
ITEM 18. FINANCIAL STATEMENTS 202
ITEM 19. EXHIBITS 202
 
i

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EXPLANATORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We prepare and report our financial statements in accordance with International Financial Reporting Standards Accounting Standards (“IFRS”) as issued by the International

Accounting Standards Board (“IASB”). We maintain our books and records in U.S. dollars.

Unless otherwise indicated, the terms “Company”, “we”, “us”, or “Hafnia” refer to Hafnia Limited and, as the context requires, Hafnia and its consolidated subsidiaries, and “Group”

refers to Hafnia and its consolidated subsidiaries. “Board of Directors” refers to the board of directors of Hafnia Limited as at the date of this Annual Report or, as the context requires,

the board of directors of Hafnia Limited from time to time.

We use the term deadweight ton, or dwt, in describing the size of our vessels in our Combined Fleet. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms,

refers to the maximum weight of cargo and supplies that a vessel can carry.

We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic

aggregation of the figures that precede them.

Unless otherwise indicated, all references to “U.S. dollars”, “U.S. $” and “$” in this Annual Report are to the lawful currency of the United States of America (“U.S.” or the “United

States”), references to “Singapore dollars” or “SGD” are to the lawful currency of the Republic of Singapore (“Singapore”), references to “Danske Kroner” or “DKK” are to the lawful

currency of Denmark, references to “Euro” or “EUR” are to the lawful common currency of the EU member states who have adopted the Euro as their sole national currency and

references to “Norwegian Kroner” and “NOK” are to the lawful currency of Norway.

As used herein, the terms “Hafnia Vessels” refers to our wholly-owned or sale and lease-back financed vessels, “TC Vessels” refers to our time chartered-in vessels, “JV Vessels”

refers to vessels (including newbuilds) owned by joint venture companies in which we have a 50% voting interest and “Pool Vessels” refers to the vessels owned by third parties

operating in our Pools. “Pools” refers to the Long Range II (“LR2”) Pool, Long Range I (“LR1”) Pool, Medium Range (“MR”) Pool, Handy Pool, Chemical-MR Pool, Chemical-Handy

Pool, Panamax Pool and Small, Intermediate and City Pools (the Small, Intermediate and City Pools together, the “Specialised Pool”) as further described and defined in “Item 4.

Information on the Company”.

Additionally, the term “Hafnia Fleet” refers to our Hafnia Vessels, TC Vessels and JV Vessels, collectively, and the term “Combined Fleet” refers to the combined fleet of the Hafnia

Fleet, the Pool Vessels, and any other vessels that we commercially manage separately from the Pools.

Our Combined Fleet comprises product tankers. Certain of these product tankers could also be referred to as chemical tankers as they have been designed to comply with certain

requirements to allow them to transport chemical products. Their ability to transport chemical products are in addition to their ability to transport the type of products normally carried by

product tankers and we therefore consider our ‘chemical’ tankers a variant of our product tankers and not a separate type of vessel.

KEY PERFORMANCE INDICATORS

Throughout this Annual Report, we provide a number of key performance indicators used by our management and often used by competitors in our industry.

“Adjusted EBITDA” is a non-IFRS financial measure and as used herein represents earnings before financial income and expenses, depreciation, impairment, amortisation and taxes.

Adjusted EBITDA additionally includes adjustments for gain/(loss) on disposal of vessels and/or subsidiaries, share of profit and loss from equity accounted investments, interest

income and interest expense, capitalised financing fees written off and other finance expenses. Adjusted EBITDA is used as a supplemental financial measure by management and

external users of financial statements, such as lenders, to assess our operating performance as well as compliance with the financial covenants and restrictions contained in our financing

agreements. We believe that Adjusted EBITDA assists management and investors by increasing comparability of our performance from period to period. This increased comparability is

achieved by excluding the potentially disparate effects of interest, depreciation, impairment, amortisation and taxes. These are items that could be affected by various changing financing

methods and capital structure which may significantly affect profit/(loss) between periods. Including Adjusted EBITDA as a measure benefits investors in selecting between investment

alternatives. Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net income or any other measure of our financial performance

calculated in accordance with IFRS. Adjusted EBITDA excludes some, but not all, items that affect profit/(loss) and these measures may vary among other companies. Adjusted EBITDA

as presented below may not be comparable to similarly titled measures of other companies.

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Time Charter Equivalent (or “TCE” or “TCE income”) is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping

company’s performance despite changes in the mix of charter types (i.e., voyage charters and time charters) under which vessels may be employed between the periods. We define TCE

income as income from time charters and voyage charters (including certain income from our Pools as described further in “Item 5. Operating and Financial Review and Prospects”) for

our Hafnia Vessels and TC Vessels less voyage expenses (including fuel oil, port costs, brokers’ commissions, and other voyage expenses).

We present TCE income per operating day, a non-IFRS measure, as we believe it provides additional meaningful information in conjunction with revenues, the most directly

comparable IFRS measure, because it assists management in making decisions regarding the deployment and use of our Hafnia Vessels and TC Vessels and in evaluating their financial

performance. Our calculation of TCE income may not be comparable to that reported by other shipping companies.

These and other key performance indicators are discussed in more detail in “Item 5. Operating and Financial Review and Prospects – A. Operating Results.”

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our general expectations and

market position, market opportunity and market size, is based on industry publications and other published industry sources prepared by third parties, including Clarksons Research

Services Limited (“Clarksons Research”), as well as publicly available information. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard,

when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same

sources, unless otherwise expressly stated or the context otherwise requires. We believe the data from third-party sources to be reliable based on our management’s knowledge of the

industry.

The discussion contained under the heading “Item 4. Information on the Company – B. Business Overview – Industry” was commissioned by us and provided by Clarksons

Research, who have confirmed to us that they believe the discussion accurately describes the international product tanker industry as at the date of this Annual Report. This disclosure

was provided to us on April 11, 2025 and Clarksons Research notified us that the cut-off date for the information contained therein was April 1, 2025. The statistical and graphical

information we use in this Annual Report has been compiled by Clarksons Research, from its database and other industry sources. Clarksons Research compiles and publishes data for

the benefit of its clients. In connection therewith, Clarksons Research has advised that (i) certain information in Clarksons Research’s database is derived from estimates or subjective

judgments, (ii) the information in the databases of other maritime data collection agencies may differ from the information in Clarksons Research’s database and (iii) while Clarksons

Research has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit

and validation procedures.

TRADEMARKS

This Annual Report may contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’

trademarks, service marks, trade names or products in this Annual Report is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for

convenience, the trademarks, service marks and trade names presented in this Annual Report may appear without the ®, TM or SM symbols, but such references are not intended to

indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade

names.

iii

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Annual Report, including that pertaining to our operations, cash flows, and financial position, including in particular, the likelihood of our

success in developing and expanding our business, contains statements that constitute forward-looking statements about us and our industry. These forward-looking statements are

based on current expectations, estimates, assumptions and projections about our business and our future financial results, and you should not place undue reliance on them.

All statements other than statements of historical fact or present fact and circumstance contained in this Annual Report, including, without limitation, statements regarding our

future results of operations or financial condition, business strategy, acquisition plans and strategy, economic conditions, both generally and in particular in the tanker industry, and

objectives of management for future operations, are forward-looking statements. Many of the forward-looking statements contained in this Annual Report can be identified by the use of

forward-looking terminology, such as the terms “anticipates”, “assumes”, “believes”, “can”, “contemplate”, “continue”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “likely”,

“may”, “might”, “plans”, “potential”, “projects”, “seek”, “should”, “target”, “will”, “would” or, in each case, their negative, or other variations or comparable terminology.

Forward-looking statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intentions, beliefs or current

expectations concerning, among other things, our financial strength and position, operating results, liquidity, prospects, growth, the implementation of strategic initiatives, as well as

other statements relating to our future business development, financial performance and the industry in which we operate. You should not rely on forward-looking statements as

predictions of future events. You should be cautioned that forward-looking statements are not guarantees of future performance and that our actual financial position, operating results

and liquidity, and the development of the industry and potential market in which we operate in the future may differ materially from those made in, or suggested by, the forward-looking

statements contained in this Annual Report. We cannot guarantee that the intentions, beliefs or current expectations upon which our forward-looking statements are based will occur.

By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on

circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out

in the forward-looking statements. Forward-looking statements are not historical facts or present facts or circumstances but are based on our management’s beliefs and assumptions and

on information currently available to our management.

Forward-looking statements include, but are not limited to, such matters as:

• our future operating and financial results and our future financial condition, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and

other general corporate activities;

• our business strategy, and expected capital spending and operating expenses, including drydocking and insurance costs;

• global and regional economic and political conditions, including piracy, war, including but not limited to, the war between Russia and Ukraine, and other conflicts including but

not limited to, the conflict between Israel and Hamas;

• the health and condition of world economies and currencies, including the value of the U.S. dollar relative to other currencies;

• fluctuations in commodity prices, interest rates and foreign exchange rates;

• our expectations of the availability of vessels to purchase, the time it may take to construct new vessels and vessels’ useful lives as well as our plans to acquire vessels and any

associated contracts thereof;

• expected trends in our industry, including those discussed under “Item 4. Information on the Company – B. Business Overview – Industry”;

• expected trends in the supply and demand for products we transport;

• expected employment of the vessels in our Combined Fleet, including our ability to enter into time charters after our current charters expire and our ability to earn income in the

spot market;

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• expected impact of tariffs, trade barriers, import and export restrictions and sanctions;

• statements about expected trends in the shipping market, including charter rates for chemical and product tankers and factors affecting supply and demand for chemical and

product tankers;

• our realisation of the expected benefits of our redomiciliation from Bermuda to Singapore (the “Redomiciliation”);

• intention to reduce carbon emissions intensity; and

• the future price of our ordinary shares.

Many of these forward-looking statements are based on our assumptions about factors that are beyond our ability to control or predict and such statements are subject to risks and

uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified

under “Item 3. Key Information – D. Risk Factors” in this Annual Report. Any of these factors or a combination of these factors could materially affect our future results of operations

and the ultimate accuracy of the forward-looking statements. These factors and the other risk factors described in this Annual Report are not necessarily all of the important factors that

could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm

our results. These risks and uncertainties include factors relating to:

• general economic, political, security, and business conditions, including the development of the ongoing war between Russia and Ukraine, the conflict between Israel and

Hamas, disruptions in the Red Sea, sanctions, and other measures;

• general chemical and product tanker market conditions, including fluctuations in charter rates, vessel values and factors affecting supply and demand of crude oil and petroleum

products or chemicals;

• the imposition by the United States, China, EU and other countries of tariffs and other policies and regulations affecting international trade, including fees and import and export

restrictions;

• changes in expected trends in recycling of vessels;

• changes in demand in the chemical and product tanker industry, including the market for LR2, LR1, MR and Handy chemical and product tankers;

• competition within our industry, including changes in the supply of chemical and product tankers;

• our ability to successfully employ the vessels in our Hafnia Fleet and the vessels under our commercial management;

• changes in our operating expenses, including fuel or cooling down prices and lay-up costs when vessels are not on charter, drydocking and insurance costs;

• changes in international treaties, governmental regulation, tax and trade matters and actions taken by regulatory authorities;

• potential disruption of shipping routes and demand due to accidents, piracy or political events;

• vessel breakdowns and instances of loss of hire;

• vessel underperformance and related warranty claims;

• our expectations regarding the availability of vessel acquisitions and our ability to complete the acquisition of newbuild vessels;

• our ability to procure or have access to financing and refinancing;

• our continued borrowing availability under our credit facilities and compliance with the financial covenants therein;

• fluctuations in commodity prices, foreign currency exchange and interest rates;

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• potential conflicts of interest involving our significant shareholders;

• our ability to pay dividends;

• technological developments;

• the occurrence, length and severity of epidemics and pandemics and the impact on the demand for transportation of chemical and petroleum products;

• the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to environmental, social and governance

initiatives, objectives and compliance;

• other factors that may affect our financial condition, liquidity and results of operations; and

• other risk factors discussed under “Item 3. Key Information – D. Risk Factors.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks

and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report.

The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially

from those described in the forward-looking statements. All forward-looking statements in this Annual Report are qualified in their entirety by the cautionary statements contained in

this Annual Report.

The forward-looking statements made in this Annual Report relate only to events as at the date on which the statements are made. All future written and verbal forward-looking

statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in or referred to in this section. We

undertake no obligation, and specifically decline any obligation, except as required by law, to update or revise any forward-looking statements made in this Annual Report to reflect

events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events or otherwise, except as required by law. We may not

actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements because

they are statements about events that are not certain to occur as described or at all. Our forward-looking statements do not reflect the potential impact of any future acquisitions,

mergers, dispositions, joint ventures or investments.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Not applicable.

B. Advisers

Not applicable.

C. Auditors

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

A. Offer Statistics

Not applicable.

B. Method And Expected Timetable

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

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D. Risk Factors

An investment in the ordinary shares of Hafnia Limited involves inherent risk. You should carefully consider the risk factors set out in this section and all information contained in

this Annual Report, including the financial statements and related notes. The risk factors and uncertainties described in this “Item 3. Key Information – D. Risk Factors” are the material

known risks and uncertainties faced by us as at the date of this Annual Report and represents those risks that we believe are the material risks relevant to an investor when making an

investment in our ordinary shares. Beyond the specific risks we consider material, we could also be impacted by broader factors common to other companies, including issues arising

from international operations, climate change, technological shifts and geopolitical events. An investment in Hafnia Limited and our ordinary shares is suitable only for investors who

understand the risks associated with this type of investment and who can afford to lose all or part of their investment.

Our business, financial condition, cash flows, results of operations, ability to pay dividends, future prospects and/or financial performance could be materially and adversely

affected if any of the risks described below occur either individually or together with other circumstances. As a result, the market price of our ordinary shares could decline, and you

could lose all or part of your investment. You should carefully consider these risk factors and the information and data set forth elsewhere in this Annual Report.

The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described therein should not be considered prior to

making an investment decision. If any of the risk factors described below were to materialise, individually or together with other circumstances, it could have material and adverse impact

on us and/or our business, results of operations, cash flows, financial condition and/or prospects, which may cause a decline in the value and trading price of our ordinary shares. A

decline in the value and trading price in our ordinary shares could result in a loss of all or part of an investment in our ordinary shares. Additional risk factors of which we are currently

unaware, or which we currently deem not to be risks, may also have corresponding negative effects.

This Annual Report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our

actual results could differ materially and adversely from those anticipated in these forward-looking statements due to certain factors, including the risks facing our Company.

The risk factors included in this “Item 3. Key Information – D. Risk Factors” are presented in a limited number of categories, where each individual risk factor is intended to be

placed in the most appropriate category based on the nature of the risk it represents. This does not mean that the risk factor could not have effects outside the category in which it is

listed. Within each category, the risk factors deemed most material for us, taking into account their potential negative effect on us and our subsidiaries and the probability of their

occurrence, are set out first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, nor based on a probability of their occurrence.

The risks mentioned herein could materialise individually, cumulatively, or together with other circumstances. We have in some of the risk factors indicated whether they would concern,

affect and/or impact our Hafnia Vessels, TC Vessels, JV Vessels and/or Pool Vessels. This is merely to illustrate the potential impacts and does not mean that categories of vessels not

listed in the risk factor in question would not be affected and/or impacted by the risks set out in the risk factor.

Summary of Key Risks

The below bullets summarise the principal risk factors related to an investment in Hafnia. Refer to the discussion below this summary for further elaboration of these and other risks

relevant when considering an investment in our ordinary shares.

• Developments in the global economy and the tanker industry, including the chemical and product tanker market, resulting in a reduction of hire and freight rates could adversely

affect our business, financial condition, cash flows and results of operation.

• The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow.

• A reduction in the demand for oil and the occurrence of ‘peak oil’ may have a material adverse effect on our future performance, results of operations, cash flows and financial

position.

• Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical tension as well as government

responses thereto, including but not limited to the imposition of tariffs, trade barriers, port fees, and sanctions may have a negative effect on our business, operation, earnings,

cash flow and financial condition.

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• Changes in global trading patterns, particularly, but not limited to, the trading patterns for oil and oil products, may have a negative impact on our business.

• An economic slowdown in the world or in certain regions or changes in the economic and political environment in throughout the world or in certain regions could have a

material adverse effect on our business, financial condition, and results of operations.

• We are subject to complex laws and regulations, including environmental laws and regulations, that can increase our liability and adversely affect our business, results of

operations, cash flows and financial condition, and our available cash.

• Our global operations expose us to global risks, such as political instability, terrorist or other attacks, war, and international hostilities which may affect the tanker industry and

adversely affect our business.

• Disruptions to shipping in the Red Sea in connection with the conflict between Israel and Hamas could have a negative effect on our operations, business, cash flows, financial

condition, and results of operation.

• If vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union,

the United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed

on us and our reputation may suffer harm.

• Compliance with international safety regulations and other vessel requirements verified by classification societies may be costly. Noncompliance with such regulations and

requirements could adversely affect our business, financial condition, and results of operations.

• Operation and management of a chemical and product tanker fleet involves a high degree of risk.

• International, regional, and local competition rules and regulations for the shipping industry may adversely affect our business, financial condition and results of operations.

• Breakdowns in our information technology, including as a result of cyberattacks, disruptions, failures, or security breaches may negatively impact our business, including our

ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

• The market values of our Hafnia Vessels and JV Vessels may fluctuate substantially potentially leading to impairment charges, losses upon the sale of a vessel or other material

adverse effects on our business, financing agreements, or financial condition.

• Increased levels of competition in the chemical and product tanker industry could adversely affect our business.

• We will be required to make substantial additional capital expenditures in order to maintain the quality and operating capacity of our Hafnia Vessels, to acquire new vessels to

replace our existing vessels before or at the end of their useful lives and in the event that we should decide to expand the number of vessels in our Hafnia Fleet. If we do not set

aside funds or are unable to borrow or raise funds in the future or if we are unable to correctly time our capital expenditures, it may adversely affect our revenue, business,

results of operations, financial condition and available cash.

• We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or

negatively impact our results of operations, financial condition, and cash flows.

• Insurance may be difficult to obtain, and if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the

tanker industry.

• Failure to comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the Prevention of Corruption Act 1960 of Singapore or other applicable

anti-bribery regulations, anti-corruption regulations, anti-money laundering regulations or any other laws affecting our operations could result in fines, criminal penalties or

contract terminations and could have an adverse effect on our business, reputation, and financial condition.

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• We derive a significant portion of our revenue from our top five customers, and the loss or default of any such customers could result in a significant loss of revenue and

adversely affect our business.

• Our major shareholder, currently BW Group Limited, may have interests that are different from our interests and the interests of our other shareholders.

• We are a Singapore company and the rights of our shareholders may differ from the rights and protections typically offered to shareholders of a U.S. corporation organised in

Delaware.

• We have a significant amount of financial debt and servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we

may lose the vessels in our Hafnia Fleet.

• Our credit facilities and lease financing agreements contain covenants which may limit our ability to conduct certain activities, and further, we may be unable to comply with

such covenants, which could result in an event of default under the terms of such agreements.

• We may be exposed to risk in relation to our use of derivative instruments.

• A change in tax laws in any country in which we operate, including, but not limited to, the imposition of freight taxes, or disagreements with tax authorities could adversely

affect us.

• A change to the way in which our international shipping income is taxed in Singapore could have an adverse effect on our business and results of operations.

• We could be treated as or become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, which could have adverse U.S. federal income tax

consequences to U.S. shareholders.

• Our share price has fluctuated in the past, has been volatile and may be volatile in the future and as a result, investors in our ordinary shares could incur substantial losses.

• We do not know whether a market for our ordinary shares will be sustained to provide you with adequate liquidity. If our share price fluctuates, you could lose a significant part

of your investment.

• Future sales or issuances of our ordinary shares in the public markets, the perception that they might occur, or future offerings of debt securities or preferred shares, could

cause the price of our ordinary shares to decline, could dilute your voting power and your ownership interest in us and/or could lead to a loss of all or part of your investment.

• We cannot assure you that we will pay dividends on our ordinary shares.

• We have previously identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial

statements. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As

a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.

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Risks Related to Our Industry

Developments in the global economy and the tanker industry, including the chemical and product tanker market, resulting in a reduction of hire and freight rates could adversely

affect our business, financial condition, cash flows and results of operation.

Our earnings and available cash are dependent on our ability to charge profitable hire or freight rates for the vessels in our Combined Fleet. A significant portion of our earnings are

related to the oil and petroleum product industry and we rely significantly on the cash flows generated from the employment of our Hafnia Vessels and TC Vessels in the product tanker

sector of the shipping industry. Due to our lack of diversification, adverse developments in the tanker industry have a significantly greater impact on our financial condition and results

of operations than if we maintained more diverse assets or lines of business. Our operations are in this regard subject to most of the risks common in our industry and the chemical and

product tanker market. A number of factors outside of our control may adversely affect the hire and freight rates we are able to charge for the vessels in our Combined Fleet, including,

but not limited to, the global supply of vessel capacity, bunker fuel prices, emissions taxes, and global demand for oil, oil products and chemicals. Adverse developments in the product

tanker market could therefore negatively affect our financial condition, cash flows and our profitability.

We are particularly exposed to the short-term spot market. As at December 31, 2024, approximately 82% of the vessels in our Hafnia Fleet were operated in the spot market on short-

term contracts that normally do not extend beyond three months. Therefore, any adverse changes in the spot market hire or freight rates may significantly impact our revenue and

financial condition. Our significant exposure to the short-term spot market entails that our revenue is to a certain extent affected even by short-term fluctuations and extraordinary events

that temporarily affect hire or freight rates.

In case of adverse developments in the global economy and the tanker industry that result in, for example, an oversupply of chemical and product tanker capacity, we may not be

able to re-charter vessels at attractive rates. If we are unable to re-employ a Hafnia Vessel, we will not receive any revenue from that vessel, but we would still incur expenses relating to

maintaining the vessel in operating condition as well as interest and principal on our debt.

We monitor market developments closely to make timely and appropriate decisions regarding the deployment of our Combined Fleet and investment decisions. However, adverse

and unpredictable developments in the global chemical and product tanker market could result in deviations between our estimates and assumptions and the actual market situation. A

lower demand for chemical and product tanker capacity and consequential reductions in hire and freight rates may have a significant negative impact on us, our business, results of

operations, cash flow, financial condition and ability to pay dividends.

The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. Periodic adjustments to the supply of and demand for chemical and product tankers cause

the industry to be cyclical in nature. We expect continued volatility in market rates for vessels in our Combined Fleet in the foreseeable future with a consequent effect on our short- and

medium-term liquidity. A worsening of current global economic conditions may cause tanker charter rates to decline and thereby adversely affect our ability to charter or re-charter

vessels in our Combined Fleet or to sell Hafnia Vessels on the expiration or termination of their charters. Additionally, the rates payable in respect of our Hafnia Vessels and TC Vessels

currently operating in tanker pools, or any renewal or replacement charters that we enter into, may not be sufficient to allow us to operate our Hafnia Vessels and TC Vessels profitably.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products.

Factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

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The factors that influence supply and demand for tanker capacity and/or influence the demand for the cargo transported by our Combined Fleet and thereby the demand for tanker

capacity include, but are not limited to:

• supply of and demand for energy resources and oil and petroleum products;

• supply of and demand for chemical products;

• supply of and demand for alternative sources of energy;

• changes in the price of oil and oil products, changes in the consumption of oil and petroleum products due to availability of new, alternative energy sources or changes in the

price of oil and petroleum products relative to other energy sources, regulations requiring the use of alternative energy sources, or other factors making consumption of oil and

petroleum products less attractive;

• changes in the consumption of chemicals;

• the number of shipyards and ability of shipyards to deliver vessels;

• the price of newbuilds and the number of newbuild orders and deliveries, including slippage in deliveries;

• technological advances in tanker design and capacity;

• prices of steel and vessel equipment;

• availability of financing for new vessels and shipping activity and the available interest rate on financing;

• the number of vessel casualties;

• the extent and impact of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations;

• the number of conversions of tankers to other uses or conversions of other vessels to tankers;

• the number of product tankers trading crude or “dirty” oil products (such as fuel oil);

• the number of crude oil tankers and “dirty” product tankers used for transportation of clean petroleum products;

• the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs, used for floating storage, or otherwise not available for hire;

• the efficiency and age of the world tanker fleet;

• technical developments which affect the efficiency of vessels and time to vessel obsolescence;

• prevailing and expected future freight and charter rates;

• cost of bunkers and other sources of fuel for vessels and the impact on vessel speed;

• operating costs, including costs associated with classification society surveys, maintenance costs and insurance costs;

• regional availability of refining capacity and inventories compared to geographies of oil production regions;

• increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve

or the conversion of existing non-oil pipelines to oil pipelines in those markets;

• market expectations with respect to future supply of petroleum and petroleum products;

• regional availability of chemicals production and usage;

• developments in international trade, including refinery additions and closures;

• national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix);

• global and regional economic and political conditions, including economic slowdowns in certain countries and/or regions;

• inflationary pressure and the impact of policies aimed at combating inflation;

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• currency exchange rates;

• changes in seaborne and other transportation patterns, including changes to the distance over which oil, oil products and chemical products are to be moved by sea;

• changes in governmental or maritime self-regulatory organisations’ rules and regulations or actions taken by regulatory authorities;

• changes in government and industry environmental, maritime transportation, and other regulations, recommendations and practices;

• product imbalances and hence lack of or surplus supply in certain regions (affecting the level of trading activity);

• business disruptions, including supply chain issues, due to climate, weather, and natural or other disasters, or otherwise;

• seasonal variations in the demand for oil caused by, amongst other things, lower consumption of oil in the northern hemisphere in the summer months as well as refinery

maintenance in this period;

• global and regional political developments, including ‘trade wars’ and armed conflicts, including the ongoing war between Russia and Ukraine, the conflict between Israel and

Hamas, and other international hostilities or terrorist activities;

• labour disruptions including strikes and lock-outs;

• port or canal congestion;

• crew availability;

• developments in international trade, including those relating to the imposition of tariffs; and

• international sanctions, embargoes, price caps, import and export restrictions, nationalisations, and wars.

Declines in oil and natural gas prices for an extended period of time, or market expectations of potential decreases in these prices, could negatively affect the tanker sector and/or

our future growth in the tanker sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies’

capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. These changes in commodity prices can have a material

effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly

older and less technologically advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and

natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies could reduce our revenues and materially harm our

business, results of operations and cash available for distribution.

Developments in technology impacts global supply chains, including by increasing digitisation and automation. If automation and digitisation become more commercially viable

and/or production of goods becomes more regional or local, the volumes of raw materials, intermediate products and goods being transported could decrease, which could have a

negative effect on the demand for maritime fuels and consequently, our services. Such decrease in demand for our services would negatively impact our business, financial condition,

and results of operations.

Recently, the U.S. Trade Representative (“USTR”) announced actions relating to Chinese influence in the maritime, logistics and shipbuilding sectors which included, amongst

other things, a proposal for additional port fees to be charged when Chinese-built vessels call U.S. ports. See “Changes in the economic, regulatory and political conditions in certain

countries or regions and/or the development or increase of geopolitical tension as well as government responses thereto, including but not limited to the imposition of tariffs, trade

barriers, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash flow and financial condition.” for additional description of the USTR’s

proposal. If fees are introduced in the U.S. and/or other countries on U.S. port calls by vessels built in China and/or by vessels with Chinese owners or operators, the supply of vessels

may be affected, which could affect the available charter rates and which could have an effect on our results of operations.

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A reduction in the demand for oil, including from a shift in consumer demand towards other energy sources, and the occurrence of ‘peak oil’ may have a material adverse effect on

our future performance, results of operations, cash flows and financial position.

A shift in or disruption of the consumer demand from oil towards other energy resources such as wind, solar energy and other renewable energy sources, electricity, natural gas,

liquefied natural gas or hydrogen as well as a shift in governmental commitments and support for energy transition programs will potentially negatively affect the demand for our product

tankers. A shift from the use of internal combustion engine vehicles to electric vehicles may also reduce the demand for oil. Additionally, when global crude oil production hits the

maximum rate and permanently starts to decline (‘peak oil’), it will likely impact the global product tanker market, and thus our business. While the International Energy Agency forecasts

that global oil demand will peak in 2030, the Organization of the Petroleum Exporting Countries (“OPEC”) does not foresee a peak in global oil demand in their long-term forecasts.

Nonetheless, if oil prices decline to uneconomic levels for producers, it may lead to declining output. A decline in the production of crude oil and/or the demand for crude oil and oil

products would likely result in an oversupply of product tanker capacity and may lead to a decline of the earnings from Hafnia Vessels and TC Vessels employed on charters related to

market rates and may cause the value of our Hafnia Vessels and JV Vessels to decline. Further, there is a risk that financial institutions and investors will move away from allocating

capital to businesses involved in the transportation of fossil fuels. As such, it is likely that a shift in the demand for oil and the occurrence of ‘peak oil’ would adversely affect our results

of operations, cash flow and access to capital from external sources.

An over-supply of tanker capacity may lead to a reduction of charter rates, which may limit our ability to operate the vessels in our Combined Fleet profitably.

The market supply of tankers is affected by a number of factors, such as supply and demand for energy resources, including oil and petroleum products, supply and demand for

seaborne transportation of such energy resources, and the current and expected purchase orders for newbuilds. The product tanker newbuild orderbook equalled approximately 22% of

the existing world product tanker fleet in tonnage terms at the end of 2024. No assurance can be given that the orderbook will not increase further in proportion to the existing fleet. In

addition, product and crude tankers may be “cleaned up” from “dirty/crude” trades and swapped back into the product tanker market to transport clean petroleum products. This would

as a result increase the available product tanker tonnage, which may in turn affect the supply and demand balance for our product tankers. This shift was observed in the second half of

2024 when low crude freight rates prompted the transition of crude tankers into trading clean products.

If the capacity of new tankers delivered exceeds the capacity of tankers being recycled or converted to non-trading tankers, tanker capacity will increase. An oversupply of product

tanker capacity or a decrease in demand for product tankers or the products carried by product tankers may render us unable to re-charter our Hafnia Vessels and TC Vessels at attractive

rates and charter rates could materially decline. If we are unable to re-employ a vessel, we will not receive any revenue from the vessel, but we would still be required to pay interest, debt

and operating expenses as necessary to maintain the vessel in operating condition. A reduction in charter rates and the value of our Hafnia Vessels may have a material adverse effect on

our future performance, results of operations and available cash.

Tanker rates are subject to seasonal variations in demand and cyclical fluctuations.

Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere, but weaker in the summer months as a result of lower

oil consumption in the northern hemisphere and refinery maintenance that is typically conducted in the summer months. In addition, unpredictable weather patterns during the winter

months in the northern hemisphere tend to disrupt vessel routing and scheduling. The oil price volatility resulting from these factors has historically led to increased oil trading activities

in the winter months. As a result, revenues generated by vessels in our Combined Fleet have historically been weaker during the quarters ended June 30 and September 30, and stronger

in the quarters ended March 31 and December 31.

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Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical tension as well as government

responses thereto, including but not limited to the imposition of tariffs, trade barriers, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash

flow and financial condition.

Governments may turn and have in the past turned to trade barriers to protect or revive their domestic industries against foreign imports. Trade barriers, tariffs, and other measures

restricting import and export may affect the demand for shipping and uncertainties relating to trade barriers, tariffs, and other measures restricting import and export may adversely affect

our business and financial condition. In particular, recently leaders in the United States, China, Mexico and Canada have announced and/or implemented certain increasingly protective

trade measures, including tariffs. The introduction of trade barriers, tariffs or other trade measures, the perception that they may occur, and/or uncertainties about the extent of such trade

barriers, tariffs or other trade measures may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Furthermore, any such measures

may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such

increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage expenses and other associated costs, which could have an adverse impact on

our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number

of their charters with us. This could have a material adverse effect on our business, results of operations or financial condition.

Uncertainties relating to tariffs, trade barriers and other trade measures could furthermore adversely affect our ability to obtain financing in the future on terms commercially

acceptable to us or at all, which could have a material adverse effect on our business and financial condition. Additionally, the impact of tariffs, trade barriers and trade measures on the

foreign exchange and securities markets and any resulting changes in, for example, currency exchange rates and the market price of our ordinary shares could in turn adversely impact

our business and operations.

Trade barriers, tariffs and trade measures may also directly affect our operations. Our Hafnia Fleet includes many Chinese-built vessels and our Ecomar Joint Venture has ordered

newbuilds from a Chinese shipyard.

In early 2025, the USTR published a proposal for actions relating to Chinese influence in the maritime, logistics and shipbuilding sectors. In April 2025, the USTR announced the

measures that would be implemented. The USTR’s actions may significantly increase port fees and overall operating expenses for ships in our Combined Fleet calling at U.S. ports.

The measures announced by the USTR include (i) service fees payable in relation to U.S. port calls by vessels with Chinese operators (being the entities identified and whose name

would appear on the Vessel Entrance or Clearance Statement (CBP Form 1300) or its electronic equivalent) or Chinese owners based on the net tonnage of the vessel, initially at $0 per net

ton, increasing to $50 per net ton as of October 14, 2025, and thereafter increasing on an annual basis for three years to $140 per net ton by 2028, and (ii) service fees payable in relation

to U.S. port calls by Chinese-built vessels calculated with reference to the vessel’s net tonnage or containers discharged, initially at $0 per net ton, increasing to $18 per net ton as of

October 14, 2025, and thereafter increasing on an annual basis for three years to $33 per net ton by 2028. Vessels subject to service fees under (i) will not be subject to service fees under

(ii).

Service fees under (i) and (ii) would be payable in connection with the first U.S. port call of a vessel and will only be payable once per rotation or string of U.S. port calls with no

more than five payments per individual vessel per year.

Certain vessels will not be subject to the service fee in (ii), including but not limited to, vessels arriving in U.S ports empty or in ballast, vessels with capacities under certain limits,

and certain specialised vessels, including vessels purpose-built for the transport of chemical substances in bulk liquid forms (chemical tankers). Upon order and until delivery of a U.S.

built vessel of equal or greater capacity, the service fee in (ii) may be eligible for suspension on an equivalent size Chinese-built vessel for a period not to exceed three years.

In addition to the above-mentioned service fees, the USTR announced service fees payable in connection with U.S. port calls by foreign-built vehicle carriers and restrictions on

certain maritime transportation services in connection with the export of LNG from the U.S. Originally, the USTR had also proposed fees based on prospective orders of Chinese vessels,

but the USTR in April 2025 determined not to impose such fees.

The effects of the measures on our industry, our business, and our operation are unknown and unpredictable. As these measures were only announced very recently, we are still in

the process of assessing the service fees and their effects on us, our operations, our business, and the vessels in our Combined Fleet. The final form, scope, and effective dates of any

measures may significantly differ from those currently announced. In addition to direct port fee increases, retaliatory actions by China or other countries could indirectly impact port-

related costs, such as by imposing retaliatory port fees or restrictions on vessels of non-Chinese origin calling at Chinese ports, which could disrupt global shipping patterns and

potentially increase congestion and costs at ports worldwide. We may not be able to pass on additional costs and fees, if any, to our customers, and such costs and fees could therefore

materially impact our results of operations, cash flow, and ability to pay dividends.

As at the date of this Annual Report, the extent and impact of such trade measures are uncertain.

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We are dependent on spot-oriented pools and spot charters and any decrease in spot charter rates in the future may have a material adverse effect on our business.

As at December 31, 2024, 87 of the vessels in the Hafnia Fleet were employed in either the spot market or our spot market-oriented Pools that are managed by us, exposing us to

fluctuations in spot market charter rates. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. The successful operation of the vessels in

our Hafnia Fleet in the competitive spot charter market, including within the Pools, depends on, among other things, obtaining profitable spot charters and minimising, to the extent

possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.

The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If spot charter rates decline,

then we may be unable to operate our Hafnia Vessels and TC Vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in

the future. Furthermore, as charter rates for spot charters are fixed for a single voyage that may last up to several weeks, during periods in which spot charter rates are rising we will

generally experience delays in realising the benefits from such increases, which may have a material adverse effect on our future performance, results of operations, cash flows and

financial position. Additionally, in relation to TC Vessels and bareboat chartered-in Hafnia Vessels, we may be exposed to changes in the charter rates and freight rates that are

significantly below the charter rate agreed in our time charter-in or bareboat charter-in agreements.

Our ability to renew expiring charters or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new charters in direct

continuation with existing charters or upon taking delivery of a newly acquired vessel, or if new charters are entered into at charter rates substantially below the existing charter rates or

on terms otherwise less favourable compared to existing charter terms, our revenues and profitability could be adversely affected.

Changes in global trading patterns, particularly, but not limited to, the trading patterns for oil and oil products, may have a negative impact on our business.

Our business and results of operations are affected by the trading patterns for the cargo we transport, particularly the trading patterns for oil and oil products. Changes to the trade

patterns of oil and oil products may have a significant negative or positive impact on the tonne-mile and therefore the demand for our product tankers. Global events may cause demand

for oil and petroleum products to stagnate for an extended period of time as was the case from the second half of 2020 until the second quarter of 2022. Recently, the global trading

patterns for oil and oil products were impacted by the war between Ukraine and Russia, as well as the conflict between Israel and Hamas and the resulting disruptions in the Red Sea,

each of which initially led to an increase in the price of oil and oil products, longer seaborne routes and higher earnings for tankers. However, alternative trade routes to bypass the Red

Sea were established in the second half of 2024, with total tonnage transiting cross hemispheres gradually decreasing, resulting in shorter voyages which has had an impact on our

earnings. The continued and future impact of these conflicts on the tanker industry and consequently our business is uncertain. A full reversal of sanctions on Russia and disruptions in

the Red Sea and a corresponding full reversal of the changes to the supply and demand for oil and oil products and trading patterns combined with the older tanker fleet coming back to

the international market could have a significant impact on our results of operations. Such reversal of changes to global trading patterns to pre-war status or other changes in global

trading patterns, including, but not limited to, any leading to shorter distances of seaborne products trade, or changes in trading patterns as a result of a decrease in economic condition

of certain regions or countries or decreases in refinery capacity may have a negative adverse effect on our business, results of operations, financial condition, cash flows and ability to

pay dividends.

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An economic slowdown in the world or in certain regions or changes in the economic and political environment throughout the world or in certain regions could have a material

adverse effect on our business, financial condition, and results of operations.

Historically, there has been a link between the development of the world economy and the demand for oil and oil products. Deterioration or changes in the economic and political

environment in certain regions or the world economy could reduce regional or overall demand for chemical and petroleum products and for our services. While market conditions have in

recent years been good for our industry, economic slowdowns in the world or in certain regions or changes in the economic and political environment throughout the world and/or in

certain regions may have a material adverse effect on our business, financial condition, and results of operation.

We anticipate a significant number of port calls made by vessels in our Combined Fleet will continue to involve the loading or discharging of cargo in ports in the Asia Pacific

region. Additionally, we have a number of other interests in the Asia Pacific region, including having placed orders for newbuilds with Chinese shipyards. As a result, any negative

changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition, and results of operations, as

well as our future prospects.

Outside of the Asia Pacific region, the product tanker industry may additionally be negatively affected from other regional economic slowdowns, including if a potential economic

slowdown in the United States, Europe or other regions were to cause a decrease in imports or exports of refined products or were to cause a decrease in the demand for petroleum and

chemical products. This could have a negative impact on our earnings, cash flows and financial position.

State-owned enterprises account for a substantial portion of the Chinese industrial output and, continued reforms aim to enhance their profitability and competitiveness. If the

Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected by changes to these economic

reforms by the Chinese government, as well as by changes in political, economic, and social conditions or other relevant policies of the Chinese government, such as changes in laws,

regulations or export and import restrictions. The Chinese government may also adopt policies favouring domestic shipping companies, hindering our competitiveness. For example,

China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using

their own, chartered, or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international

transportation services passing through Chinese ports. This tax or similar regulations may result in an increase in the cost of cargo imported to China, the risks associated with importing

cargo to China, as well as a decrease in any cargo shipped from our charterers to China. This could have an adverse impact on our charterers’ business, operating results and financial

condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. An economic slowdown in

the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.

In addition, several initiatives are underway in China with a view to reduce their dependency on (foreign) oil and achieve carbon neutrality by 2060. The method by which China

attempts to achieve carbon neutrality by 2060, and any consequential reduction in the demand for oil, petroleum, and related products, could have a material adverse effect on our

business, cash flows and results of operations.

Further increased geopolitical tensions may impact trade flows and tanker flows in the future. Recently, a number of tariffs and trade measures have been announced by

governments. See “Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical tension as well as

government responses thereto, including but not limited to the imposition of tariffs, trade barriers, port fees, and sanctions may have a negative effect on our business, operation,

earnings, cash flow and financial condition” for a description of the risk related to tariffs and other trade measures. A decrease in the level of imports to and exports from certain

countries or regions, including but not limited to China, the United States and the European Union, could adversely affect our business, operating results, and financial condition.

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Outbreaks of epidemic or pandemic diseases or other infectious diseases and governmental responses thereto could materially and adversely affect our business, financial

condition, and results of operations.

Our business and operations are subject to risks relating to pandemics, epidemics or other disease outbreaks and government reactions thereto. The COVID-19 pandemic, which

began in 2020, led governments and governmental agencies to implement travel bans, quarantines, and other emergency public health measures including lockdowns, which resulted in a

significant reduction in global economic activity and volatility in the global financial markets. While COVID-19 no longer constitutes a global health emergency, a re-emergence of

COVID-19 or variants hereof or any other outbreaks of epidemic, pandemic or other infectious disease could have an adverse impact on the global economy which may cause the charter

rate and freight rate environment for tanker vessels to deteriorate, may reduce the global demand for oil and oil products, may reduce the market value of tanker vessels, may disrupt our

normal vessel operations and could lead to an increase of our operating and voyage expenses due to, among other things increased crew costs and health/safety arrangements or

increased fuel prices. Any of the foregoing could negatively impact our financial condition, operations and cash flows.

As at December 31, 2024 approximately 82% of the vessels in our Hafnia Fleet operate in the spot market where income margins are particularly sensitive to fluctuations in charter

and freight rates and therefore our TCE income may be materially and adversely affected by such fluctuations in charter and freight rates or voyage expenses. We cannot accurately

predict how future epidemics, pandemics, or other outbreaks of infectious diseases may affect our business, operations and financial condition because this will depend on various

unpredictable factors outside of our control, including, but not limited to, (i) the severity and duration of the outbreak; (ii) the extent of governmental response; (iii) the introduction and

extent of financial support measures aimed to reduce the impact on the economy; (iv) the impact on the volatility in the demand for and price of chemical and petroleum products; (v)

shortages or reductions in the supply of goods, services or labour; and (vi) fluctuations in general financial or economic conditions arising from the outbreak, such as changes to

interest rates or availability of credit.

We may be exposed to fraudulent behaviour, which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

The risk of fraud is inherent in all industries. However, the shipping industry has historically experienced a greater risk of fraud and fraudulent behaviour. Potential fraud risks

include purposeful manipulation and misrepresentation of financial statements, misappropriation of assets, corruption including bribery and kickbacks as well as cyberattacks.

Additionally, we are exposed to the risk of misrepresentations relating to the cargo we carry and/or other trade documentation, including the risk of fraud in relation to the origin of cargo

we carry. If we are exposed to fraud relating to the origin of cargo, we could risk being in breach of applicable sanctions, which could have a significant and material negative impact on

our reputation, business and financial condition.

We have established a system of internal controls to prevent and detect fraud and fraudulent behaviour, consisting of segregation of duties, authorisations for trading, purchase

and approval, codes of ethics and conduct, close monitoring of our financial position and a whistleblower facility., however, there can be no assurance that our fraud prevention

measures are sufficient to prevent or mitigate our exposure to fraud or fraudulent behaviour. Any such behaviour may have a material adverse effect on our reputation, results of

operations, cash flows and financial position.

If we, including the Pools, cannot meet our customers’ quality and compliance requirements, we may not be able to operate the vessels in our Combined Fleet profitably, which

could have an adverse effect on our future performance, results of operations, cash flows and financial position.

Customers, in particular those in the oil industry, have a high focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping

and transportation segment. Our, and the Pools’, continuous compliance with these standards and quality requirements is vital for our operations. Noncompliance by us or the Pools

either as a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, or as a continuous decrease in the quality concerning one or more vessels

occurring over time as well as an increase in requirements by oil operators above and beyond what we deliver, may have a material adverse effect on our future performance, results of

operations, cash flows and financial position.

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Fluctuations in exchange rates and non-convertibility of currencies could result in financial losses to us.

We generate almost all revenues and incur the majority of our expenses in U.S. dollars. We still face exchange rate risks from revenues and expenses paid in currencies other than

U.S. dollars. This risk mainly involves DKK, EUR, Indian rupee, SGD, and other major currencies for administrative, operational, and local port expenses. Without adequate hedging,

currency fluctuations may cause losses and adversely affect our performance, results of operations, cash flows, and financial position.

Increased requirements relating to the fuel used by vessels may require us to retrofit our Hafnia Vessels and JV Vessels or change our approach to bunker purchase and may cause

us to incur significant costs.

Since 2020, the International Maritime Organization (the “IMO”) has imposed a limit for the sulphur content of vessels’ fuel oil of 0.5% m/m (mass by mass) in fuel used on board the

vessels. Shipowners may comply with this regulation by (i) using 0.5% sulphur fuels, which is available around the world but may entail a higher cost; (ii) installing exhaust gas cleaning

systems (“scrubbers”) for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by alternative fuel sources, which may not be a viable option for shipowners due to

the lack of supply network and high costs involved in this process. In addition to the general 0.5% requirement, certain areas (so-called Emission Control Areas) have been designated in

which stricter requirements apply. The cost of compliance with these requirements may be significant and may have a material adverse effect on our future performance, results of

operations, cash flows and financial position. In addition, a widening of the spread between the prices of high sulphur fuel and low sulphur fuel may lead to a decrease in the economic

viability of older vessels that lack fuel efficiency and a reduction of useful lives for these vessels. For our Hafnia Vessels and JV Vessels that do not have scrubbers, we are complying

with the IMO standards by using compliant fuels. We may be or become subject to additional requirements in the future relating to the type and/or quality of fuel used by vessels in our

Combined Fleet.

As of January 1, 2025, the EU FuelEU Maritime Regulation (“FuelEU”) has imposed gradually decreasing greenhouse gas (“GHG”) emission intensity limits for energy used on

board vessels trading in or to and from the EU. We expect that in most cases, the cost of compliance will be borne by the entity responsible for a vessel’s commercial operation, such as a

time charterer or a pool manager. We therefore expect to have to manage or arrange compliance with FuelEU for most vessels in our Combined Fleet. Shipping companies must ensure

compliance with FuelEU by purchasing fuels with a lower GHG intensity or arrange compliance by other means, such as pooling over-compliant vessels with under-compliant vessels or

by paying a ‘FuelEU penalty’.

We may not be able to pass on the costs of complying with FuelEU to our customers. FuelEU, as well as other future rules, regulations, and requirements relating to the types of

fuel and quality of fuel used by vessels in our Combined Fleet may impact our business, lead to additional costs, and affect our results of operations. Furthermore, any transactions

relating to FuelEU such as sale or purchase of a right to pool vessels may have tax or VAT implications that are not certain or familiar in the industry and there is a risk that such tax or

VAT will have a negative effect on our results of operations or that we will not be able to comply with applicable rules because of the uncertainty of the regulation.

Furthermore, in April 2025, the 83

session of the Marine Environment Protection Committee (“MEPC”), MEPC 83, approved an amendment to Annex VI of MARPOL providing for

a global GHG fuel intensity (“GFI”) standard (the “GFS”). The GFS will require vessels to comply with annual GFI targets, which will reduce over time. Failure in complying with the GFI

targets so may trigger a requirement to purchase remedial units to achieve compliance. The GFS is scheduled for adoption at an extraordinary session of the MEPC to be convened in

autumn 2025. If adopted, the measures will enter into force in March 2027.

The global sulphur cap, Emission Control Areas, GHG intensity reduction requirements under FuelEU and GHG intensity reduction requirements under the GFS, if adopted, as well

as other regulation relating to the fuels used by vessels may lead to changes in the production quantities and prices of different grades of marine fuel and renewable fuels, including

biofuels, and introduce an additional element of uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results of operations

as we may not be able to fully recover any increased cost of fuels through from our customers. Furthermore, we may have to incur additional costs to comply with such regulations

which we may not be able to recover from our customers. Such additional costs could impact our results of operations and cash flows.

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We are subject to complex laws and regulations, including environmental laws and regulations, that can increase our liability and adversely affect our business, results of

operations, cash flows and financial condition, and our available cash.

Our operations are affected by extensive and changing international conventions and treaties, national, state and local laws and national and international regulations governing

environmental matters, climate change, and the global transition towards low-carbon or carbon-neutral solutions. Such regulatory measures may include, for example, the adoption of

sulphur caps, trade regimes (emission trading), carbon taxes, GHG intensity requirements, increased efficiency standards, incentives or mandates for renewable energy, and liability for

pollution or other environmental hazards. Regulatory measures relating to the environment and climate change may significantly impact the ownership and operation of our Hafnia

Vessels and JV Vessels and compliance with such regulatory measures may be expensive and any noncompliance may have an adverse effect on our results of operations.

One area in which our operations are affected by regulatory requirements in environmental regulations is the IMO’s requirements relating to the Energy Efficiency Existing Ship

Index (“EEXI”), the Ship Energy Efficiency Management Plan (“SEEMP”) and the operational carbon intensity reduction requirements based on the Carbon Intensity Indicator (“CII”),

which could require our Combined Fleet to slow down if efficiency improvements or transitions to alternative fuels together are not enough to reduce GHG emissions sufficiently, thus

impacting our expected business and competitive advantage. See “Item 4. Information on the Company – B. Business Overview – Environmental and Other Regulations in the

Shipping Industry” for additional information about our compliance with EEXI, SEEMP, and CII.

Another area in which our operations are affected are emission trading schemes such as the EU Emissions Trading System (“EU ETS”). Under the EU ETS, we are required to

surrender emission allowances corresponding to a certain amount of our emissions for voyages to and between EU/EEA ports. As the EU ETS was only recently extended to maritime

transport, there are still uncertainties relating to the best and most efficient method to arrange compliance with EU ETS. Noncompliance with the EU ETS or a failure to deal with EU ETS

obligations properly and efficiently could have material adverse consequences for our business, results of operations, future performance, and financial condition. Additionally, there is

uncertainty about the future pricing of EUAs and there is a risk that the price of EUAs may be driven up due to factors such as restricted supply, increased demand and the impact of

speculative trading. We cannot accurately predict the consequences of potential future taxation and VAT on EUAs; however, such taxation and VAT may have a negative effect on our

results of operations. Additionally, other jurisdictions may introduce emissions taxation applicable to our industry, which could have an impact on our results of operations.

Compliance with current and future legal and regulatory requirements relating to safety and environmental impact and climate change, GHG emissions, air emissions, management of

ballast water, as well as requirements relating to the speed and fuel consumption of vessels could increase the cost of operating and maintaining our Hafnia Vessels and JV Vessels,

require us to make changes to our business model, require us to accelerate the building of new vessels and increase the construction costs therefor, require us to install new technology,

equipment and installations on new and existing vessels, require reductions in cargo capacity, ship modifications or operational changes or restrictions, lead to impairment charges,

negatively affect the resale value of our Hafnia Vessels and JV Vessels, force us to retire older vessels earlier than expected, lead to decreased availability of insurance coverage for

environmental matters, or result in denial of access to certain jurisdiction waters or ports or detention in certain ports. If these outcomes were to occur, our business, results of

operations, cash flows and financial condition could be adversely affected.

In addition, many environmental requirements under local, national and foreign laws, conventions and regulations are designed to reduce the risk of pollution, such as from oil

spills, and our compliance with these requirements could be costly as we could become subject to material liabilities, including clean-up obligations and natural resources damages

liability if there is a release of hazardous materials from our Hafnia Vessels or JV Vessels or otherwise in connection with our operations. Further, we are required to satisfy insurance and

financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. To comply with these and other regulations, including the sulphur

emission requirements of Annex VI of the International Convention for the Prevention of Pollution from Ships 1973, as modified by the protocol of 1978 relating thereto (collectively,

“MARPOL”), which instituted a global sulphur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber and IMO’s International Convention for the

Control and Management of Ships’ Ballast Water and Sediments, which requires vessels to install ballast water treatment systems. Additionally, we may be required to incur costs related

to repair and replacement of ballast water treatment systems and scrubbers installed on our Hafnia Vessels during the vessels’ lifetimes. Future investments in ballast water treatment

systems and scrubbers as well as new regulation regarding ballast water treatment systems could have an adverse material impact on our business, financial condition, and results of

operations depending on the ability to install effective ballast water treatment systems and the extent to which existing vessels must be modified to accommodate such systems. See

“Item 4. Information on the Company – B. Business Overview – Environmental and Other Regulations in the Shipping Industry” for more information on the regulations applicable to

us in relation to ballast water management.

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We could face material liability under local, national and foreign laws, conventions and regulations for remediation of spills and releases of oil and hazardous substances. These

regulations may impose strict liability, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or

property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements

can result in substantial penalties, fines, and other sanctions, including, in certain instances, seizure or detention of a vessel in our Combined Fleet, and could harm our reputation with

current or potential charterers of the vessels in our Combined Fleet. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such

insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and

available cash.

Notwithstanding the measures already taken by us to comply with applicable regulations and standards, additional conventions, laws and regulations may be adopted that could

limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations. Additionally, evolving demands for stronger

protection of environment, evolving laws and regulations, and evolving decarbonisation policies may have a significant impact on our Hafnia Vessels’ and JV Vessels’ useful lives and

residual values and the valuation of our Hafnia Vessels, and also could have an adverse impact on our future performance, revenue and financial condition. Pressure from governments,

investors, lenders, and other market participants to voluntarily participate in ‘green’ shipping initiatives could cause us to incur significant additional expenses. We continue to monitor

and assess the potential impact of such developments on our operations and financial performance.

See “Item 4. Information on the Company – B. Business Overview – Environmental and Other Regulations in the Shipping Industry” for a discussion of the environmental and

other regulations applicable to us. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or

termination of our operations.

Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the “Hong Kong Convention”) aims to ensure that when vessels are

being recycled, they do not pose unnecessary risks to the environment, human health, or safety. The Hong Kong Convention will enter into force on June 26, 2025. Under the Hong

Kong Convention, each vessel sent for recycling must carry an inventory of its hazardous materials, authorised recycling facilities must provide a vessel-specific recycling plan, and

governments must ensure the compliance of recycling facilities in their jurisdiction Vessels must undergo to confirm their inventory of hazardous materials initially, throughout their lives

and prior to being recycled.

In 2013, the Ship Recycling Regulation was adopted in the EU. The regulation, which is aligned with the Hong Kong Convention, requires EU member state-flagged vessels to use

only EU-permitted recycling facilities. Under this regulation, vessels calling at EU ports or flying an EU flag must maintain an inventory of hazardous materials. This system identifies and

tracks hazardous materials exceeding certain thresholds in the vessel’s structure and equipment.

Although we have not recycled vessels before, these regulations may affect our future business and operations. We may also need additional contractual provisions when selling

older vessels to ensure the buyer complies with the relevant regulations. Increasing requirements under the EU Ship Recycling Regulation and the Hong Kong Convention could raise

costs at shipyards, repair yards, and recycling yards. Such costs might reduce a vessel’s residual recycling value, potentially failing to cover compliance costs and adversely affecting

our future performance, results of operations, cash flows, and financial position. For additional information regarding such regulatory requirements, see “Item 4. Information on the

Company – B. Business Overview – Environmental and Other Regulations in the Shipping Industry – Waste Management and Ship Recycling.”

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Our global operations expose us to global risks, such as political instability, terrorist or other attacks, piracy, war, and international hostilities which may affect the tanker industry

and adversely affect our business.

We are an international tanker company and conduct our operations globally. Our business, results of operations, cash flows, financial condition and ability to pay dividends, if

any, may be adversely affected by changing economic, political and government conditions in the countries and regions where the vessels in our Combined Fleet are employed or

registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the

Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks (and the threat of future terrorist and other

attacks), including attacks on commercial vessels in the Red Sea, piracy, war (or threatened war) or international hostilities, such as those between the United States and North Korea,

between Russia and Ukraine and between Israel and Hamas. Any of these occurrences, including, but not limited to, war in a country in which a material supplier or customer of ours is

located, could have an adverse effect on our business, results of operations and financial condition.

Continuing war and conflicts, terrorist attacks, as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to

these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating

results and financial condition. In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly

in the Arabian Gulf region and in the Black Sea in connection with the war between Russia and Ukraine and in the Red Sea in connection with the conflict between Israel and Hamas.

We have operations in high-risk areas where we are exposed to the risk of piracy and other types of attacks on ocean-going vessels. Piracy remains prevalent in certain regions,

including Somalia, the South China Sea, the Indian Ocean, the Gulf of Guinea, the Gulf of Aden, the Celebes Sea, the Sulu Sea, and parts of Asia including the Singapore Strait, posing

significant risks to our vessels and crew. Geopolitical turmoil in the Middle East region may lead to collateral damages in the waters off Yemen as well as in the Gulf of Oman or Arabian

Gulf. There have been attacks on vessels in our Combined Fleet in the past and there can be no assurance that we will not be victim to future attacks on our Combined Fleet. Any attacks

on vessels in our Combined Fleet, such as attacks by pirates, could result in material damage to the vessels or harm to crew members and could have a material adverse effect on our

business, financial condition, cash flows, and results of operations. In addition, detention or hijacking as a result of an act of piracy against our Hafnia Vessels or JV Vessels, or increases

in cost associated with seeking to avoid such events (including increased bunker costs resulting from vessels being rerouted or travelling at increased speeds as recommended by

applicable best management practices) could have a material adverse impact on our business, results of operations, ability to pay dividends, cash flows and financial condition and may

result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

Further, such attacks (or the risk of such attacks) may cause increased insurance premiums, restricted or reduced insurance coverage, increased operating costs due to increased

security arrangements and increased operational costs, increased crew costs, off-hire, delays, and disruptions. If regions in which our Hafnia Vessels and JV Vessels are employed are or

become characterised by insurers as “war risk” zones or Joint War Committee “war and strikes” listed areas, premiums payable for coverage in these areas could increase significantly

and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, including costs relating to onboard security guards, could increase in such

circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.

Uncertainties relating to war and conflicts and the risk of terrorist, piracy or other attacks on vessels in our Combined Fleet could also in the future adversely affect our ability to

obtain additional financing on terms commercially acceptable to us or at all, which could have a material adverse effect on our business and financial condition.

The war between Russia and Ukraine has had a significant direct and indirect impact on the trade of refined petroleum products. This war has resulted in the United States, United

Kingdom, and the European Union, among other countries, implementing sanctions and restrictive measures against certain persons, entities, and activities connected to Russia. See “If

vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union, the

United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed on us

and our reputation may suffer harm.” for a description of the risks related to sanctions.

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Disruptions to shipping in the Red Sea in connection with the conflict between Israel and Hamas could have a negative effect on our operations, business, cash flows, financial

condition, and results of operation.

Since late 2023, the shipping industry has been impacted by disruptions in the Red Sea due to Houthi forces based in Yemen attacking vessels transiting the Red Sea in connection

with the conflict between Israel and Hamas. We continuously review the situation in the Red Sea and, as at the time of this Annual Report, expect to direct our vessels to continue to go

around the Cape of Good Hope until we are confident that resuming voyages in the Red Sea is safe for our crew and our vessels.

Our Hafnia Vessels and JV Vessels have in the past frequently passed through the Red Sea and the Suez Canal, and if they are in the future directed to transit the Red Sea, there is a

risk that they could be subject to attacks. Any such attack may result in material damage to the vessel or harm to our crew members and may additionally cause increased insurance

premiums and increased operating costs due to increased security arrangements and unexpected and costly delays and increased crew costs to compensate the crew for the increased

risk. Additionally, it may become difficult to obtain adequate insurance coverage at an acceptable price or at all. Furthermore, our crew members may refuse to complete a planned transit

of the Red Sea which could lead to costly delays. Any of the forementioned consequences could have a material adverse effect on our operation and business.

If we choose to not direct the vessels in our Combined Fleet through the Red Sea, they will typically instead transit around the Cape of Good Hope. This voyage is longer and

therefore increases the cost of the voyage. While we can currently pass on most of these costs to charterers, there can be no assurance that we will continue to be able to do so. If we

cannot pass on the cost of the longer voyage to charterers, our cash flows, results of operations and financial condition could be adversely impacted. Recently, we have observed a

trend towards shorter voyages within hemispheres bypassing the need to transit the Red Sea or to go around the Cape of Good Hope. A continued trend of shorter voyages or an

increase of such trend may lead to reduced earnings and therefore may negatively impact our results of operations.

If other vessel operators start to direct their vessels to transit the Red Sea and Suez Canal while we direct our vessels to go around the Cape of Good Hope, our competitiveness

may be negatively impacted as our competitors may be able to offer shorter voyages and better rates. Our reduced capacity and/or our reduced competitiveness may negatively impact

our cash flows, results of operations and financial condition.

If security in the Red Sea improves and the industry deems it safe to resume normal transit through the Suez Canal, the demand for additional tanker capacity caused by rerouted

voyages around the Cape of Good Hope would decline. This could result in shorter voyages, lower demand for our vessels, and downward pressure on charter rates. Such impacts could

negatively impact our earnings and financial performance.

We cannot accurately assess or estimate what impact the situation in the Red Sea could have on our operations and financial condition in the medium and long term.

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If vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union, the

United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed on us

and our reputation may suffer harm.

Our Hafnia Vessels and JV Vessels have not in violation of applicable sanctions laws or embargo laws called at ports located in countries or territories subject to country-wide or

territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the European Union, the United Kingdom or other authorities (“Sanctioned Jurisdictions”).

We endeavour to take precautions reasonably designed to mitigate the risk of any such occurrences, but it is possible that, in the future, vessels in our Combined Fleet may carry cargo

from or call on ports in Sanctioned Jurisdictions on charterers’ instructions with or without our consent. If any such activities result in a violation of applicable sanctions or embargo

laws, we could be subject to monetary fines, civil or criminal penalties, or other sanctions, and our reputation and the market for our ordinary shares could be adversely affected. Even

though we take precautions reasonably designed to mitigate such activities, such as enhanced due diligence and Know Your Customer (“KYC”) procedures for counterparty

onboarding, recurrent screening, and including relevant provisions in charter agreements forbidding the use of vessels in our Combined Fleet in trade that would violate sanctions laws

or embargo laws, there can be no assurance that we will maintain such compliance, particularly as the scope of certain sanctions laws and embargo laws may be unclear and may be

subject to changing interpretations.

Certain sanctions exist under a strict liability regime. This means that for a party to be liable under the sanctions, it is not a requirement that the party knew they were violating

sanctions or that they intended to violate sanctions. We could be subject to monetary fines, civil or commercial penalties or other sanctions for violating applicable sanctions or embargo

laws even in circumstances where our conduct or the conduct of one of our charterers was inconsistent with our sanctions-related policies, unintentional, or inadvertent.

The laws and regulations of the jurisdictions in which we operate or whose laws and regulations are otherwise applicable to us vary in their application and do not all apply to the

same covered persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the

restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide

that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The United States and European Union have enacted new sanctions

programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have been (and in the future

may be) the target of sanctions. Furthermore, the United States has increased its focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of

ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the United States, the EU, and/or other international bodies. If we

determine that such sanctions require us to terminate existing or future contracts to which we or our subsidiaries are party or if we are found to be in violation of such applicable

sanctions, our results of operations may be adversely affected or we may suffer reputational harm. As at the date of this Annual Report, to the best of our knowledge, we do not believe

that any of our existing counterparties are affiliated with persons or entities that are subject to such sanctions.

As a result of Russia’s actions in Ukraine, the United States, European Union and United Kingdom and other governments have imposed significant sanctions on persons and

entities associated with Russia and Belarus, as well as comprehensive sanctions on certain areas within the Donbas and Luhansk regions of Ukraine, and such sanctions apply to

entities owned or controlled by such designated persons or entities. These sanctions adversely affect our ability to operate in the region and also restrict parties whose cargo we may

carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and

other goods, and new investments in the Russian Federation. These sanctions further limit the scope of permissible operations and cargo we may carry. These sanctions, and any future

sanctions whether related to the war between Russia and Ukraine or otherwise, may have an adverse impact on our business and in a worst-case scenario, our ability to trade with certain

countries, including entities and individuals linked to such countries, may be severely restricted. The EU and the United States have prohibited a variety of specified services related to

the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and

protection and indemnity), flagging, and customs brokering. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price

cap, but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or

confirm that oil has been purchased at or below the price cap. Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services in

certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps. Violations of the petroleum services

prohibition or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false or

insufficient, may pose additional risks adversely affecting our business.

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With effect from December 18, 2023, additional sanctions were introduced by the EU which prohibit the direct or indirect sale or other transfer of tanker vessels to any natural or

legal person in Russia or for use in Russia unless a license is obtained from the competent national authority. On February 24, 2025, a ban was introduced on direct or indirect

transactions with certain Russian infrastructure, including ports, except where such transactions are covered by specified exceptions for EU operators and notified to their relevant EU

member state.

The EU sanctions apply to actions taken from within the EU territory, by EU-based employees and EU nationals and by EU based companies. Therefore, although the majority of

our Hafnia Vessels and JV Vessels are legally owned by non-EU companies, we need to ensure compliance with these sanctions and other applicable sanctions and restrictions when and

if we divest vessels.

Although we believe that we have been and are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be

no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any future violation of

applicable sanctions and embargo laws and regulations could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and

conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. A breach of sanctions, inadvertently or not, could

result in Hafnia becoming a Specially Designated National (“SDN”) under sanctions issued by U.S, EU, UK, UN or other authorities. This, in turn, could in the worst case be terminal for

our business.

Furthermore, a breach of sanctions, inadvertently or not, could constitute a breach under certain of our contractual arrangements, including but not limited to financing

arrangements, and such breach of contractual arrangements could have a material negative impact on our business, financial position and cash flows.

In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries

identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our securities may adversely affect the price at

which our securities trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or the vessels in our

Combined Fleet, and those violations could in turn negatively affect our reputation and the market for our securities. Some investors may decide to divest their interest, or not to invest,

in our company simply because we do business with companies that do business in sanctioned countries or territories.

The complexity and evolving nature of sanctions creates potential inadvertent misinterpretation, which may expose us to reputational harm even if no actual breach of sanctions

has occurred. Furthermore, the concept of ‘good business practice’ in our industry may develop and is in all cases subject to subjective interpretation. Unsubstantiated allegations from

journalists or other stakeholders that suggest we may have breached sanctions or may have not followed ‘industry good business practice’ may result in reputational damage, could

have a negative impact on market sentiment and therefore the price of our ordinary shares and could result in a potential loss of business.

We may be subject to litigation that, if not resolved in our favour and not sufficiently insured against, could have a material adverse effect on us.

We and our activities are subject to both Singapore law and foreign laws and regulations many of which include legal standards, which are subject to interpretation, and we are

party to agreements and transactions involving matters of assessment of interests of various stakeholders and valuation of assets, liabilities and contractual rights and obligations.

Furthermore, we may be subject to the jurisdiction of courts or arbitration tribunals in many different jurisdictions.

Our counterparties and other stakeholders or authorities may dispute our compliance with laws and regulations or contractual undertakings or the assessments made by us in

connection with our business and our entry into agreements or transactions. The outcome of any such dispute or legal proceedings is inherently uncertain and may result in payment of

substantial amounts in legal fees and damages or that a transaction or agreement is deemed invalid or voidable. Such proceedings or decisions could have a material adverse effect on

our future performance, results of operations, cashflows and financial position. If cases or proceedings in which we may be involved are determined to our disadvantage, it may result in

fines, default under our credit facilities, damages or reputational damage and could have a material adverse effect on our future performance, results of operations, cash flows and

financial position.

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Maritime claimants could arrest or attach vessels in our Combined Fleet, which would have a negative effect on our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts,

claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through judicial or foreclosure proceedings. Furthermore, claimants

could try to assert “sister ship” liability against one vessel in our Combined Fleet for claims relating to another of our ships. The arrest or attachment of one or more of the vessels in our

Combined Fleet could interrupt our business, result in a significant loss of earnings for the related off-hire period, or require us to pay large sums of money to have the arrest lifted, and

could therefore have a material negative effect on our cash flows.

Governments could requisition vessels in our Combined Fleet during a period of war or emergency, which may negatively impact our business, financial condition, cash flows,

results of operations, available cash and ability to pay dividends.

A government could requisition one or more of the vessels in our Combined Fleet for title or hire. Requisition for title occurs when a government takes control of a vessel and

becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur

during a period of war or emergency. Government requisition of one or more of the vessels in our Combined Fleet may negatively impact our business, financial condition, cash flows,

results of operations, available cash and ability to pay dividends.

Technological innovation could lower our vessel utilisation, reduce our charter rates and/or reduce the value of our Hafnia Vessels and JV Vessels.

The charter rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life.

Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbours, utilise related docking facilities and pass

through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. We may face

competition from companies with more modern vessels with more fuel efficient designs than the vessels in our Hafnia Fleet, and if new tankers are built that are more efficient or more

flexible or have longer physical lives than the current generation vessels, competition from the current vessels and any more technologically advanced vessels could adversely affect our

vessel utilisation, charter rates for the vessels in our Combined Fleet and the resale value of our Hafnia Vessels and JV Vessels. Similarly, if technologically advanced vessels are needed

to comply with environmental laws, the necessary investment along with the foregoing factors could have a material adverse effect on our results of operations, cash flow, available

cash, and the resale value of vessels.

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Global climate change may increase the frequency and severity of weather events and the losses resulting therefrom, which could have a material adverse effect on the economies in

the markets in which we operate or plan to operate in the future and therefore on our business.

Over the past several years, changing weather patterns and climate conditions, such as global warming, have added to the unpredictability and frequency of natural disasters in

certain parts of the world, including the markets in which we operate and intend to operate, and have created additional uncertainty to future trends. There is a growing consensus today

that climate change increases the frequency and severity of extreme weather events and, in recent years, the frequency of major weather events appears to have increased. We cannot

predict whether or to what extent damage that may be caused by natural events, such as severe tropical storms, hurricanes, cyclones and typhoons will affect our operations or the

economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impact on economic conditions in these

regions and affect our ability to transport oil or chemical cargoes. In particular, if one of the regions in which vessels in our Combined Fleet and other vessels we may acquire in the

future are operating is impacted by such a natural catastrophe, it could have a material adverse effect on our business, financial condition and results of operations. Further, the

economies of such impacted areas may require significant time to recover and there is no assurance that a full recovery will occur.

Increasing scrutiny and changing expectations from investors, lenders, regulators, and other market participants with respect to our Environmental, Social and Governance

(“ESG”) policies and disclosure requirements may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies and disclosure requirements. Investor advocacy groups, certain institutional investors,

investment funds, lenders and other market participants have been increasingly focused on ESG practices especially as they relate to the environment health and safety, diversity, labour

conditions and human rights, and have placed increasing importance on the implications and social cost of their investments. The increased attention and activism related to ESG and

similar matters may hinder our access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of our ESG practices.

Failure to adapt to or comply with evolving investor, lender or other industry shareholder expectations and standards, or the perception of not responding appropriately to the growing

concern for ESG issues, regardless of whether there is a legal requirement to do so, may damage our reputation or the market price of our ordinary shares, resulting in direct or indirect

material and adverse effects on our business and financial condition.

In the EU, rules and regulations have been and are being developed requiring companies to further report on their corporate sustainability. Among these rules is the Corporate

Sustainability Reporting Directive (“CSRD”). The CSRD requires companies to disclose information on what they see as risks and opportunities arising from social and environmental

issues and on the impact of their activities on people and the environment. The specific information to be reported is set out in the European Sustainability Reporting Standards. The

CSRD applies to certain EU companies and companies listed on EU stock exchanges, including non-EU companies listed on EU stock exchanges and will in time also apply to certain

non-EU companies with EU subsidiaries or branches in EU member states. Norway has implemented the CSRD into national law with CSRD to take effect in Norway at the same time as in

the EU.

In addition to the CSRD, on July 25, 2024, the directive on corporate sustainability due diligence directive (the “CSDDD”) entered into force and must be transposed into national

law by EU member states before July 26, 2026. The CSDDD will gradually start to apply to companies from July 26, 2027. The CSDDD will require large companies to undertake due

diligence on the company’s own operations, their subsidiaries, and where related to their value chain(s), those of their business partners. Additionally, the CSDDD obligates large

companies to adopt and put into effect through their best efforts a transition plan for climate change mitigation aligned with the climate neutrality objective of the Paris Agreement and

intermediate targets under the European climate law.

We are, due to our listing on the Oslo Børs in Norway, subject to the CSRD, the EU Taxonomy Regulation (“EU Taxonomy”), and may in the future become subject to the CSDDD

depending on how the CSDDD is implemented into law in Norway. Although the scope of companies subject to the CSRD may be reduced, we expect to continue to be subject to the

CSRD and as a result we will have to comply with the CSRD in our reporting for the year ending December 31, 2024. The EU Taxonomy is a classification scheme which translates the

environmental objectives of the European Union into criteria to be used in the determination of whether an economic activity can be considered environmentally sustainable.

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In February 2025, the EU Commission presented an omnibus proposal on the CSRD, CSDDD and the EU Taxonomy. Amongst other things, the proposal included amendments

aimed at simplifying sustainability reporting requirements, including, but not limited to, for the CSRD, a reduction of in-scope companies and a deletion of sector-specific standards and

for the CSDDD, a postponement of the transposition deadline and certain simplifications to the due diligence requirements. For the EU Taxonomy, a reduction of in-scope companies and

certain limitation of reporting requirements were announced. It is expected that the omnibus proposal may be approved in late 2025 or early 2026.

We may have to incur significant additional costs and may have to acquire additional resources to implement, monitor, report, and comply with the wide-ranging ESG requirements

we are and may become subject to in the future, including, but not limited to, the above-described EU and Norwegian requirements. Additionally, compliance with ESG-requirements may

take up time for our management and Board of Directors and we cannot predict what influence, if any, this will have on our business, future performance, and financial condition. If we

cannot comply with applicable ESG reporting requirements, we may be subject to criminal or civil penalties, our reputation may suffer harm, and our business, results of operations, cash

flows, and financial condition may be adversely impacted.

We may in the future face increasing pressures from investors, lenders, and other market participants who are increasingly focused on climate change to prioritise sustainable

energy practices, reduce our carbon footprint, and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so our existing and

future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of in which we are engaged. We may have

to increase our resource allocation to comply with more stringent ESG procedures or standards which could increase our costs and capital expenditures. Members of the investment

community are also increasing their focus on ESG disclosures, including disclosures related to GHG and climate change in the energy industry in particular, and diversity and inclusion

initiatives and governance standards among companies more generally. As a result, we may face increasing pressure regarding our ESG disclosures. If we do not meet the ESG standards

set or expected by investors, lenders, and other market participants, our business and/or our ability to access capital could be adversely impacted.

Certain investors and lenders may exclude oil and oil product transport companies, such as us, from their investing portfolios altogether due to ESG considerations. These

limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets

are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a

material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.

Conversely, in recent years “anti-ESG” sentiment has gained momentum across the United States, with several states and Congress having proposed or enacted “anti-ESG”

policies, legislation, or initiatives or issued related legal opinions, and the U.S. President having recently issued an executive order opposing diversity equity and inclusion (DEI)

initiatives in the private sector. On February 11, 2025, Acting Chairman Uyeda announced a shift in the Securities and Exchange Commission’s (the “SEC”) stance on climate-related

disclosure rules the SEC adopted in March 2024, which rules were facing judicial review in a number of court challenges and ultimately under consideration by the U.S. Court of Appeals

for the Eighth Circuit, stating that SEC staff had been instructed to request that the court not schedule the case for argument.

Anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in us facing additional compliance obligations, becoming the

subject of litigation, investigations and enforcement actions, or sustaining reputational harm, any of which could have a material negative effect on our financial condition. Therefore, to

the extent we take actions that are seen as positive to some investors, other investors may take issue with such actions or face regulatory pressure to refrain from investing in, or divest

from, our business. As we are listed in both Norway and the U.S., we may become subject to conflicting requirements. There is a risk that we may be obligated to take certain actions, for

example in relation to ESG; which could expose us to litigation, investigations or enforcement actions in other jurisdictions.

From time to time, in alignment with our sustainability priorities, we may establish and publicly announce goals and commitments in respect of certain ESG items, such as shipping

decarbonisation. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on

hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs

associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the

lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our

environmental goals and commitments, the resulting negative publicity could adversely affect our reputation, our business and/or our access to capital.

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Finally, certain organisations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on

their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavourable ESG ratings and recent activism directed at

shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment

to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.

Potential labour disruptions could interfere with our operations and have an adverse effect on our business.

As at December 31, 2024, we had more than 4,600 seafarers employed on Hafnia Vessels directly by us or through external technical managers, and a total of more than 4,900

employees onshore and off-shore. The majority of our seagoing staff is represented by labour unions under collective bargaining agreements in their home countries, which include

several jurisdictions. We believe we will be able to negotiate new collective bargaining agreements and/or renew our collective bargaining agreements in the future; however, there is a

risks of potential material labour disputes and disruption of our operations associated with the negotiation and renegotiation of such agreements. Future labour disputes and/or adverse

employee relations may materially affect our operations and reputation.

Further, we believe we comply with the International Maritime Labour Convention (“MLC”) regarding seagoing staff, but, given the uncertainty around interpretation of the MLC

and the local legislation that enacts it in various countries, there are risks associated with compliance. Noncompliance, or alleged noncompliance, with the MLC may lead to arrests and

penalties in the ports of ratifying states, which could have material adverse effects on our results of operations and reputation.

Compliance with international safety regulations and other vessel requirements verified by classification societies may be costly. Noncompliance with such regulations and

requirements could adversely affect our business, financial condition, and results of operations.

The operation of our Combined Fleet is affected by the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”),

which has been adopted by the IMO and which is mandatory for most vessels under chapter IX of the International Convention for the Safety of Life at Sea of 1974 (as amended,

“SOLAS”). The ISM Code provides an international standard for the safe management and operations of ships at sea and requires the party with operational control of a vessel to

develop and maintain an extensive “safety management system” that includes, among other things, the adoption of a safety and environmental protection policy.

The hull and machinery of every commercial vessel must be classed by a classification society authorised by the vessel’s flag state. The classification society certifies that a vessel

is safe and seaworthy in accordance with the applicable rules and regulations of the flag state and SOLAS. Failure to comply with the ISM Code, including if any vessel does not

maintain its class and/or fails any survey, depending on the nature and severity of the noncompliance, may result in the vessel facing restrictions in trading or being off-hire, may subject

us to increased liability or invalidate or decrease insurance coverage for the vessel and may result in a denial of access to, or detention in, certain ports. Any such events could

negatively affect our business, financial condition, and results of operation. See “Item 4. Information on the Company – B. Business Overview – Classification Societies” for more

information on our Hafnia Vessels’ and JV Vessels’ compliance with the ISM Code and classification society requirements.

Our operations need to comply with the ISM Code, the International Ship and Port Facility Security Code (the “ISPS Code”) and national security regulation such as the U.S.

Maritime Transportation Security Act of 2002. Furthermore, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates,

and financial assurances with respect to our operations. Port authorities or other authorities may carry out security and customs inspections affecting vessels in our Combined Fleet

which could result in the seizure of cargo or vessels, delays, or fines.

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If the vessels in our Combined Fleet are determined to be noncompliant with security or customs regulation or other applicable regulation or we fail to obtain such permits,

licenses, certificates and financial assurances as required by relevant authorities, we may be prohibited from trading in certain ports and our business, future performance, results of

operations, cash flows and financial position may be adversely affected. Changes to applicable security, customs and other regulation and changes to inspection procedures could

impose additional financial and legal obligations on us or our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such

changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Conventions, laws, and regulations are continually reviewed and often revised and we cannot predict the ultimate cost of complying with such conventions, laws and regulations or

the impact thereof on the resale prices or useful lives of our Hafnia Vessels and JV Vessels. Additional conventions, laws, and regulations, including by the IMO, may be adopted which

could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We cannot predict what additional regulations,

if any, may be introduced and passed by the IMO or other relevant regulatory bodies and what effect, if any, such regulations might have on our business and our operations.

See “Item 4. Information on the Company – B. Business Overview – Environmental and Other Regulations in the Shipping Industry” for a discussion of the environmental and

other regulations applicable to us.

Risks Related to Our Business

Operation and management of a chemical and product tanker fleet involves a high degree of risk.

The operation of ocean-going vessels carries inherent risks. The vessels in our Combined Fleet and their cargoes will be at risk of being damaged or lost because of events such as

marine disasters, bad weather, and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy

and other circumstances or events. Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in

attacks on vessels, mining of waterways, piracy, terrorism, labour strikes and boycotts. For example, the war between Russia and Ukraine resulted in missile attacks on commercial

vessels in the Black Sea and the conflict between Israel and Hamas resulted in Houthi forces attacking vessels in the Red Sea. See “— Risks Related to Our Industry – Disruptions to

shipping in the Red Sea in connection with the conflict between Israel and Hamas could have a negative effect on our operations, business, cash flows, financial condition, and

results of operation” above for more information on the disruptions to shipping in the Red Sea. These hazards may result in death or injury to persons, loss of revenues or property,

payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, and interference with shipping routes (such as delay or

rerouting), any of which may reduce our revenue or increase our expenses and also subject us to litigation. In addition, the operation of tankers has unique operational risks associated

with the transportation of chemical and petroleum products. A spill of such products may cause significant environmental damage, and the associated costs could exceed the insurance

coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other

cause, due to the high flammability and high volume of the oil transported in tankers.

In recent years, particularly following the implementation of wide-ranging sanctions on the shipping industry, including sanctions on Russia and on the transportation of certain

Russian products introduced as a result of the war between Russia and Ukraine, the so-called ‘dark fleet’—comprising vessels that operate outside maritime regulations—has grown

significantly. Vessels in the ‘dark fleet’ may be sanctioned or may be operating in breach of applicable sanctions, may be operated in violation of safety and environmental regulations

and standards, may be old and poorly maintained, may have inadequate or no insurance, and may have unclear ownership. Because many of these vessels are poorly maintained and

operated, the likelihood of incidents and accidents increases, including collisions and other accidents that could involve vessels operating lawfully. In some cases, there is a risk that

vessels in the dark fleet turn off their AIS transponders or navigation lights, making it difficult or impossible for others to detect their location. This risk is especially significant if a

vessel in the dark fleet is uninsured, as there may be no cover for damage caused by an incident or accident. An incident or accident involving a dark fleet vessel that affects a vessel in

our Combined Fleet could result in death or injury to persons, damage to the vessels, and environmental harm, which could in turn have a material adverse effect on our results of

operations, financial condition, and cash flow.

We are dependent on the operational performance of the vessels in our Hafnia Fleet and may experience operational problems that result in off-hire days for the vessels and,

ultimately, reduced revenue and increased operational and maintenance costs.

We operate our Hafnia Fleet by employing the vessels to our customers. The risks related to the operation of our Hafnia Fleet differ to a certain extent depending on whether we are

the registered owner of a vessel or whether we charter in a vessel. As the registered owner of a vessel or the bareboat charterer of a vessel, we assume responsibility for all functions

related to the vessel. If we enter into a voyage charter with a customer for such owned or bareboat chartered vessels, we will be responsible for all voyage expenses and brokerage. If we

time charter in a vessel, we will be responsible for certain functions related to the vessel while other functions will remain the responsibility of the owner. We may in circumstances where

we charter in a vessel (whether on a bareboat charter or on a time charter) not be able to exercise full control of the availability over the chartered-in vessel, for example, due to default by

the third party from whom the vessel has been chartered-in. In a long-term time charter or bareboat charter arrangement, we are committed throughout the charter period and will not have

the liberty to cancel the charter should the market become unfavourable and we may risk a negative impact on reputation, revenue, results of operations and results. Conversely, if we

charter out a vessel, we warrant certain specifications, conditions and performance of the vessels assigned. Should we not be able to meet our obligations, charterers may be entitled to

withhold the payment of charter hire, resulting in loss of income and potential contractual liability. Such actions by customers could have a material adverse effect on our business,

financial condition, and results of operations.

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The vessels in our Commercial Fleet may be obligated to deviate from their tasks and conduct salvage operations. Such salvage operation may prove costly in terms of time and

resources spent and can thus prove a substantial cost for the commercial vessel and may pose risks to the safety of the crew, vessel, and cargo. If we are not able to mitigate this

potential exposure and depending on the number of such salvage operations which must be carried out in the future, this could have a material adverse effect on our future performance,

results of operations, cash flows and financial position.

There is a risk that third parties may engage in criminal activities involving our vessels, for example by attempting to smuggle drugs or other contraband on the vessel, with or

without the knowledge of our crew. If such contraband is discovered or if our vessels are otherwise affected by criminal activity, we could face reputational damage and regulatory or

governmental claims, which may materially affect our business, financial condition, cash flows, and results of operations.

We have in the past acquired and may in the future continue to acquire second-hand vessels. While we inspect previously owned or second-hand vessels prior to purchase, this

does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us and a second-hand vessel

may have conditions or defects that we were not aware of. Additionally, we will generally not receive the benefit of warranties from the shipyard for the second-hand vessels that we

acquire.

All chemical and product tanker companies will be exposed to the above risks. However, we own and operate a considerable fleet in both absolute and relative terms. The sizable

fleet allows us to benefit from long-term planning and optimisation of operational performance, risk management, drydocking and regulatory changes. Regardless, the risks presented

could materially and adversely affect our result of operations and business.

International, regional, and local competition rules and regulations for the shipping industry may adversely affect our business, financial condition and results of operations.

Part of our strategy has been to grow our Hafnia Fleet through acquisitions and newbuilds. Our Combined Fleet constituted approximately 4.3% of the global chemical and product

tanker fleet as at December 31, 2024 when compared with the worldwide total clean product tanker fleet deadweight tonnage as at April 1, 2025 as further detailed in “Item 4. Information

on the Company – B. Business Overview – Industry”. Any expansion must comply with anti-trust and competition rules, potentially requiring filing for clearances and approvals that may

not be available, may be delayed, or may result in a transaction being prohibited or permitted with conditions that may be unacceptable. There can be no assurance that any such

transactions will be approved or consummated which may hinder our growth opportunities or result in penalties from regulatory authorities.

We may in the future experience difficulties in employing and retaining the personnel required to maintain and develop our business and a shortage of relevantly skilled personnel

in the future may have material adverse consequences for our operations, business, and financial condition.

We require highly skilled personnel on-shore and off-shore to operate our business. There can be no assurance that we will be able to attract and retain such employees on

reasonable terms in the future and our ability to attract and retain employees and management in the future may be impacted by circumstances beyond our control.

Our future development and prospects depend to a large degree on the experience, performance, and continued service of our senior management team members and key

employees. We cannot guarantee that we will be able to retain the services of the current directors, senior management team members and key employees or that we will in the future be

able to identify and employ suitable replacements. The loss of services of any of our directors, senior management team members or key employees and/or the failure to identify and

employ suitable replacements in the future may have a material adverse effect on our business, our ability to grow our business, our performance and our financial condition.

We may additionally experience difficulties in employing technically skilled officers. Our Hafnia Vessels and JV Vessels require technically skilled officers with specialised training in

operating and crewing chemical and product tankers. Certain of our customers have officers’ requirement matrices with pre-determined standards for vessel operators, including

requirements for service time and shipping sector experience. The demand for technically skilled officers has increased, leading to a shortage of such personnel. A continuing or

worsening deficit in the supply of technically skilled officers could impair our ability to operate and further increase the cost of crewing vessels in our Hafnia Fleet. Additionally, changes

to international and national rules of employment may have a material impact on our flexibility in manning our Hafnia Vessels and JV Vessels. Any such developments impacting our

ability to attract and retain qualified employees and management on reasonable terms in the future may adversely affect our future performance, results of operations, cashflows and

financial position.

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We may have difficulty managing our growth, if any, properly.

We have and may continue to grow by expanding our operations and adding to our Hafnia Fleet. Any future growth will depend upon a number of factors, some of which may not

be within our control, including our ability to effectively identify, purchase, finance, develop and integrate any vessels or businesses. The expansion of our business, if any, may impose

significant additional responsibilities on our management and employees. The number of employees that perform services for us and our current operating and financial systems may not

be adequate if we expand our business, and we may not be able to effectively hire more employees or adequately improve those systems. Finally, acquisitions may require additional

equity issuances or debt issuances (with amortisation payments), or entry into other financing arrangements, which could, among other things, reduce our available cash. If any such

events occur, our business, reputation, financial condition and results of operations may be adversely affected and the amount of cash available for distribution as dividends to our

shareholders may be reduced. We cannot give any assurance that we will be successful in executing any growth plans or that we will not incur significant expenses and losses in

connection with our future growth.

An increase in operating expenses and voyage expenses could have a material adverse effect on our results of operations and cash flows.

Vessel operating expenses include expenses such as crewing, provisions, deck and engine stores, insurance, certain security measures, and maintenance and repairs. Voyage

expenses include expenses such as fuel (bunkers) and port and canal charges. Additionally, if vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of

drydocking repairs are unpredictable and can be substantial. The size of these expenses depends on a variety of factors, including many which are beyond our control and subject to

market developments, and some, primarily relating to insurance, crewing, and enhanced security measures, have been increasing on a relative basis and may increase further in the

future. An increase in vessel operating expenses and/or voyage expenses may have a material adverse effect on our future performance, results of operations, cash flows and financial

position.

Under bareboat charter parties, the charterer is responsible for voyage expenses and vessel operating expenses. Under time charter parties, the charterer is responsible for voyage

expenses and the owner is responsible for the vessel operating expenses. As at December 31, 2024, we had 24 Hafnia Vessels operating under bareboat charter-in agreements (all entered

into in the course of sale and lease back financing arrangements) and the remaining Hafnia Vessels are owned directly, indirectly or through one of our joint ventures. Further, as at

December 31, 2024, we had 22 Hafnia Vessels, JV Vessels (excluding newbuilds) and TC Vessels on long-term time charter-out agreements (with initial terms of six months or greater).

When our Hafnia Vessels are employed in one of the Pools, the Pool is responsible for voyage expenses, and we are responsible for vessel operating expenses. As at December 31, 2024,

87 out of 103 Hafnia Vessels were employed through the Pools or on spot charters outside the Pools. When our Hafnia Vessels operate directly in the spot market on voyage charters, we

are responsible for both voyage expenses and vessel operating expenses.

Many of our Hafnia Vessels and TC Vessels are employed in the spot market or in spot market-oriented pools, and therefore fuel (bunkers) is typically the largest expense affecting

our operations. Changes in the price of fuel may adversely affect our profitability and our results of operations. The cost of fuel, including the fuel efficiency or capability to use lower

priced fuel, can also be an important factor considered by charterers in negotiating charter rates. While we believe that we can transfer increased costs to the customer and will

experience a competitive advantage as a result of increased fuel prices due to the greater fuel efficiency of our Hafnia Fleet compared to the average global fleet, changes in the price of

fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such

as, but not limited to, the ongoing war between Russia and Ukraine and the conflict between Israel and Hamas, actions by the Organization of the Petroleum Exporting Countries, and

other oil and gas producers, war and unrest in oil-producing countries and regions, regional production patterns and environmental concerns.

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In recent years, our operating expenses and voyage expenses have also been influenced by rising inflation in the United States and globally due to, among other things, global

supply chain issues, the ongoing war and conflicts between Ukraine and Russia and between Israel and Hamas, rising energy prices, and strong consumer demands. An inflationary

environment can increase our expenses, including the cost of labour, vessel operating expenses and voyage expenses, which may have a material adverse impact on our financial results.

Inflation has had an impact on our operating results and continued prolonged periods of inflationary pressure could have a negative macroeconomic effect on the demand for tankers

worldwide, which may adversely affect our business, financial condition and results of operations. Additionally, continued inflationary pressure could negatively affect our future access

to financing and could have a negative effect on the securities markets generally which may, in turn, have a material adverse effect on the market price of our ordinary shares.

Breakdowns in our information technology, including as a result of cyberattacks, disruptions, failures, or security breaches may negatively impact our business, including our

ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Our ability to operate our business and service our customers is dependent on the continued operation of our information technology, (“IT”), systems, including our IT systems

that relate to, among other things, the location, operation, maintenance and employment of the vessels in our Combined Fleet. We use our IT systems to communicate with and monitor

the vessels in our Combined Fleet and the vessels in our Combined Fleet rely on our IT systems for their operations. Our IT systems may be compromised by a malicious third party,

man-made or natural events, or the intentional or inadvertent actions or inactions by our employees or third-party service providers. If our IT systems experience a breakdown, including

as a result of cyberattacks, disruptions, failures, or security breaches, our business information may be lost, destroyed, disclosed, misappropriated, altered or accessed without consent,

and our IT systems, or those of our service providers, may be disrupted. Disruptions may be caused by natural disasters, catastrophic events, deliberate attacks, or other events outside

our control, which are difficult or impossible to prevent or prepare for. Any of the foregoing events or occurrences could have material adverse effect on our business.

Cybercrime attacks could cause disclosure and destruction of business databases, exposure to payment fraud, and could expose us to extortion by making business data

temporarily unreadable or subject to threats of publicising, selling or another way of exploiting the data. As cyberattacks become increasingly sophisticated, and as tools and resources

become more readily available to malicious third parties, there can be no guarantee that our actions, security measures and controls can provide absolute security against compromise

though they were designed to prevent, detect or respond to intrusion, to limit access to data, to prevent destruction or alteration of data or to limit the negative impact from such attacks.

Any breakdown in our IT systems, including breaches or other compromises of information security and data security, whether or not involving a cyberattack, and/or disruptions of

our IT systems could materially and adversely affect our business and results of operations and may result in decreased performance, downtime, data loss, loss of funds, loss of

suppliers or customers and may lead to lost revenues resulting from a loss in competitive advantage due to the unauthorised disclosure, alteration, destruction or use of proprietary

information, including intellectual property, the failure to retain or attract customers, the disruption of critical business processes or information technology systems and the diversion of

management’s attention and resources. In addition, such breakdown could result in significant remediation costs, including repairing system damage, engaging third-party experts,

deploying additional personnel, training employees and compensation or incentives offered to third parties whose data has been compromised. We may also be subject to legal claims or

legal proceedings, including regulatory investigations and actions, and the attendant legal fees as well as potential settlements, judgments and fines.

Moreover, cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the recent war between Russia and Ukraine. To

the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and

financial condition. At this time, it is difficult to assess the likelihood of such threat and any potential impact on our business.

Even without actual breaches of information security, protection against increasingly sophisticated and prevalent cyberattacks may result in significant future prevention,

detection, response and management costs, or other costs, including the deployment of additional cybersecurity technologies, engaging third-party experts, deploying additional

personnel and training employees. Further, as cyberthreats are continually evolving, our controls and procedures may become inadequate, and we may be required to devote additional

resources to modify or enhance our systems in the future. Such expenses could have a material adverse effect on our future performance, results of operations, cash flows and financial

position. For information on our cybersecurity policies, please see “Item 16K. Cybersecurity”.

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Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the

near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations have been encouraged to ensure that cyber-risk management systems are incorporated by

ship-owners and managers by their first annual Document of Compliance audit after January 1, 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber

risks in a vessel’s safety management system. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses

and/or capital expenditures. Additionally, in 2023 the European Union adopted their second Network and Information Security (NIS2) directive. This directive may have an impact on our

business and may require us to incur additional expenses and take measures in order to enhance our cybersecurity. If we are not in compliance with applicable rules, we may be subject

to penalties for noncompliance. As at the date of this Annual Report, there has been no monetary impact from complying with NIS2.

The market values of our Hafnia Vessels and JV Vessels may fluctuate substantially potentially leading to impairment charges, losses upon the sale of a vessel or other material

adverse effects on our business, financing agreements, or financial condition.

We have a significant chemical and product tanker fleet. The value of these chemical and product tankers may fluctuate due to a number of different factors including, but not

limited to, the prevailing level of charter rates and freight rates, general economic and market conditions affecting the international shipping industry and the oil and energy markets,

types, sizes, condition, and ages of vessels, supply and demand for vessels, availability of or developments in other modes of transportation, competition from other owners and

operators of chemical and product tankers, cost of newbuilds, applicable governmental or other regulations and technological advances. In addition, as vessels grow older, they

generally decline in value. The market values of vessels have generally experienced high volatility. In the past decade, market values were at relatively low levels through 2021, then

significantly improved in 2022 and 2023 before decreasing again in the second half of 2024. It is uncertain and unpredictable how the above-mentioned factors will impact the value of our

Hafnia Vessels and JV Vessels both in the short term and in the long term. Any fluctuations in vessel values may result in us having to record impairment charges or cause us to be

unable to sell vessels at a reasonable value, either of which could have a material adverse effect on our business, financial condition and results of operations. Conversely, if vessel

values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our business, results of operations, cash

flow and financial condition.

We evaluate the carrying amounts of our Hafnia Vessels to determine if events have occurred that would require an impairment of their carrying amounts. In accordance with IFRS,

we evaluate the recoverable amount as the higher of fair value less costs to sell and value in use. If the recoverable amount is less than the carrying amount of the vessel/CGU (cash

generating unit), the vessel is deemed impaired. The carrying values of our Hafnia Vessels may not represent their fair market value at any point in time because the new market prices of

second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuilds. We did not record an impairment charge for the years ended December 31, 2024, 2023 and

2022. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Our Fleet – Illustrative comparison of excess of carrying amounts over

estimated charter-free market value of certain Hafnia Vessels” for information on the carrying value of our vessels. We recorded an aggregate gain of $28.52 million, $56.09 million, and

$25.48 million as a result of the disposal of assets for the years ended December 31, 2024, 2023 and 2022 respectively. See Notes 2 and 9 of our Consolidated Financial Statements

included in Item 17 of this Annual Report. We cannot assure you that we will not recognise impairment losses in future years.

Additionally, if the market values of our Hafnia Vessels decline, it could restrict the amount of funds we can borrow or we may not comply with certain financial covenants contained

in our current or future credit facilities. If we fail to comply with financial covenants in credit facilities and we cannot remedy the breach, we may be required to prepay debt and we may

be in default of such agreements, which could entitle our lenders could accelerate our debt and foreclose on our Hafnia Vessels. In such circumstances, we may not be able to refinance

our debt, obtain additional financing or make distributions to our shareholders and our subsidiaries may not be able to make distributions to us.

Furthermore, a drop in the fair market value of our Hafnia Vessels has an impact on how much we will pay out under our dividend policy. See “Item 8. Financial Information – A.

Consolidated Statements and Other Financial Information – Dividend Policy” for additional information on our dividend policy.

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From time to time, we make investments in companies and/or projects in the shipping industry and companies and/or projects not in the shipping industry. We cannot assure you

that we will make a return on these investments and the underlying projects may be delayed or may fail entirely.

We have in the past and may in the future make investments in companies within the shipping industry or companies not in the shipping industry. Generally, we will make

investments in companies we think could benefit or develop our core business in the short, medium and/or long term. There can be no assurances that we will make a return on such

investments. Many of the investments we have made are in companies with an underlying project, for example, the development of a product, service and/or production facility. These

underlying projects may be delayed or may fail entirely.

Increased levels of competition in the chemical and product tanker industry could adversely affect our business.

Competition for the transportation of chemical and petroleum products depends on the price, location, size, age, condition and acceptability of the vessel and its operators to the

customer. Our industry relationships are of great importance to our business, and we have close relations with the participants in the Pools and with our customers of which the majority

are international oil companies and national oil companies. We expend significant resources on maintaining and developing such relations. We experience substantial competition for

providing transportation services from several companies (both shipowners and operators) and expect further competition in the future. Our existing and potential competitors may have

or acquire significantly greater financial resources and larger owned and/or operated fleets and may therefore be able to offer a more competitive service and better charter rates than us.

Accordingly, new competition in the industry could have a material adverse effect on our business, financial condition, and operating results.

Our market share may decrease in the future. We may not be able to compete profitably as we expand our business into new geographic regions or provide new services. New

markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital

resources than us.

We will be required to make substantial additional capital expenditures in order to maintain the quality and operating capacity of our Hafnia Vessels, to acquire new vessels to

replace our existing vessels before or at the end of their useful lives and in the event that we should decide to expand the number of vessels in our Hafnia Fleet. If we do not set

aside funds or are unable to borrow or raise funds in the future or if we are unable to correctly time our capital expenditures, it may adversely affect our revenue, business, results

of operations, financial condition and available cash.

Our Hafnia Vessels require substantial capital expenditures to maintain and modernise quality and operating conditions over the long term. The industry standard maintenance

capital expenditures include expenses associated with drydocking a vessel or modifying an existing vessel (if such expenditures are incurred to maintain or increase the operating

capacity of the vessels). A vessel must be maintained throughout its life and must be drydocked no less than every five years and under certain circumstances more often and may

additionally be required to be drydocked for unexpected repairs. The cost of drydocking a vessel depends on several factors, including the size, type, and condition of the vessel and the

location of the drydocking. We estimate the cost to drydock a vessel to be between $1 million and $3 million, excluding costs relating to modernisation of the vessel. The cost of repairs

is unpredictable, may be substantial and may not be covered fully by insurance. The damage to or total loss of any of the Vessels in our Hafnia Fleet could harm our reputation as a safe

and reliable vessel owner and operator and damage to vessels in our Hafnia Fleet may negatively impact our business, financial condition, results of operations and available cash. While

vessels are undergoing maintenance, modernisation or repairs, and if our Hafnia Vessels or JV Vessels have to travel to a drydocking facility that is not conveniently located to the

vessels’ positions, we will not earn revenue from these vessels. Any unexpected drydocks would negatively affect our vessel utilisation and increase our operating costs. The loss of

earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition.

Generally, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. We cannot assure you that, as our Hafnia Vessels and JV Vessels age,

market conditions will justify the necessary capital expenditures or enable us to operate our Hafnia Vessels and JV Vessels profitably during the remainder of their useful lives. As our

Hafnia Fleet is younger than the global average, we are less exposed to such additional maintenance and operational costs in the short term.

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We may furthermore be required to perform extraordinary maintenance or modernisations to ensure our Hafnia Vessels’ and JV Vessels’ compliance with regulatory requirements. In

recent years we have seen an escalating number of measures that have required extraordinary capital expenditures and increased operating costs, such as recent requirements relating to

ballast water treatment systems. As a result, regulations and standards and ensuing increased capital expenditures and operating costs could have a material adverse effect on our

business, financial condition, results of operations, cash flows and ability to pay dividends.

Our business strategy is based in part upon the expansion of our Hafnia Fleet through the acquisition of additional vessels, either through purchasing vessels in the second-hand

market or by contracting newbuilds. For us to be able to replace the vessels in our Hafnia Fleet upon the expiration of their remaining useful lives, we will have to make significant

additional capital expenditures. Additionally, we may seek to strategically divest vessels to renew our Hafnia Fleet or to otherwise support our business strategy and our business. The

market prices of newbuilds and second-hand vessels fluctuate due to several factors, including factors outside of our control. If we are unable to identify the optimal timing of such

investments, divestments or contracting of newbuilds in relation to the shipping value cycle, it could adversely affect our business, results of operations, financial condition, and future

performance. Additionally, if we are unable to fulfil our obligations under any memorandum of agreement or shipbuilding contracts, the sellers of such vessels may be permitted to

terminate such contracts, we may forfeit pre-payments and may be exposed to lawsuits for, among other things, any outstanding balances.

If we do not generate or reserve enough cash from operations to pay for our capital expenditures, such as for the maintenance and modernisation of vessels, replacement of vessels at

the end of their useful lives and acquisition of vessels in the event we decide to expand our Hafnia Fleet, we may need to incur additional indebtedness or enter into alternative financing

arrangements, which may be on terms that are unfavourable to us. Any funds set aside for vessel maintenance, modernisation, repairs and replacement will reduce available cash. If we

are unable to fund our capital expenditures from operations or to secure financing, it may have a material adverse effect on our results of operations, competitive position, future

performance, results of operations, cash flows and financial position.

We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or

negatively impact our results of operations, financial condition, and cash flows.

We have entered into, and may enter into in the future, contracts material to our operation and business, including, without limitation, charter parties and pooling agreements

relating to the vessels in our Combined Fleet, newbuild contracts, financing agreements, technical management agreements, joint venture agreements, and other agreements. Such

agreements expose us to counterparty risks.

The ability and willingness of each of our counterparties to perform its obligations under its contracts with us will depend on factors beyond our control and may include, among

other things, general economic or political conditions, the condition of the maritime industry, and the financial condition of the counterparty. Although we assess the creditworthiness of

our counterparties, prolonged difficult industry conditions could affect a counterparty’s liquidity, increasing our exposure to credit risks and bad debts. Should a counterparty fail to

honour its obligations or attempt to renegotiate our agreements, we could sustain significant losses which may adversely affect our business, financial condition, results of operations,

cash flows and ability to pay dividends. Although we may have rights against our counterparties if they default on their obligations to us, we will receive the benefit of that recourse

only to the extent that we can recover funds from them.

With respect to our joint venture arrangements and our investment in start-up companies and other companies in which we do not have a controlling interest, we are dependent on

our joint venture partners’ and co-investors’ ability and willingness to comply with shareholder agreements and other agreements regarding governance of such companies. Should a

counterparty fail to honour its obligations or have plans for any such company that does not align with our plans, it may negatively affect our business, financial condition, reputation,

results of operations, and cash flows.

With respect to our charter arrangements, in depressed market conditions our charterers may no longer need a vessel that is then under charter or may obtain a comparable vessel at

lower rates. As a result, charterers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those agreements or charterers may not be able

to pay us in accordance with our agreement. Furthermore, it is possible that charterers may be affected by geopolitical events and/or consequences hereof such as sanctions. If

charterers fail to meet their obligations to us or attempt to renegotiate our agreements, securing alternative employment for the vessel may be difficult or impossible, and any substitute

employment secured may be at lower rates. As a result, we could sustain significant losses adversely affecting our business, financial condition, results of operations and cash flows, as

well as our ability to pay dividends.

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In our operation as pool manager of third-party vessels, we are exposed to the risk of claims from customers or other parties in respect of Pool Vessels. These risks are mitigated by a

number of measures, including but not limited to, certain indemnities in our pool agreements. Should our counterparties under the pool agreements fail to honour their obligations or

become insolvent, we may be liable for the claims relating to the Pool Vessels. Such claims could materially and adversely affect our business, financial condition, results of operations,

and cash flows.

As at December 31, 2024, external technical managers were responsible for 58 of our 115 Hafnia Vessels and JV Vessels. Technical managers are generally responsible for crewing,

maintenance and repair services and their ability to render the agreed services may be dependent in part on their financial strength. We may have little advance warning of financial or

other problems affecting our external technical managers. If these managers cannot provide the agreed services, we may face operating delays and our business, financial condition, cash

flows and results of operations could be adversely affected.

We are dependent upon our relationships with local shipping agents as well as port and terminal operators and other third parties operating in the ports where our customers ship

and unload their products. We believe that these relationships will remain critical to our success in the future. If we lose or fail to maintain these relationships and if we cannot enter into

new relationships on commercially reasonable terms, or at all, we may lose customers or experience delays or slowdowns which could result in a loss of revenue or inability to execute

our contracts in a timely manner and could materially and negatively affect our business and our operations, including our ability to retain and service our customers, financial condition,

cash flows and results of operations.

We and our joint ventures have in the past and may in the future order newbuilds. As at the date of this Annual Report, one of our joint ventures has three vessels on order with a

Chinese shipyard. We are exposed to the risk of failures, extra cost, delays, technical, quality or engineering problems and other counterparty risks. Challenges affecting the shipyards

from which we have ordered newbuilds may affect the timely delivery of newbuilds. Generally, we will obtain refund guarantees as security for pre-delivery instalments paid to the

shipyard, but we cannot be sure that these, or any other measures we may take, will fully mitigate the risks relating to ordering newbuilds. A failure by a counterparty to meet its

obligations in relation to newbuilds we have ordered or may order in the future may result in delays or cancellations of the delivery of the newbuilds, renegotiation of terms, delayed

renewal of our Hafnia Fleet and consequent deterioration of our competitive position, any of which could have a material adverse effect on our future performance, results of operations,

cash flows and financial position.

Insurance may be difficult to obtain, and if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the

tanker industry.

Inherent in the operation of any ocean-going vessel is a potential risk of major losses and liabilities, including death or injury to persons, property damage, loss of property, and

business interruptions due to political unrest, hostilities, labour strikes and boycotts. The transportation of chemical and petroleum products is subject to the risk of pollution and

environmental damage. Various casualties, accidents and other incidents, including an oil spill or emission of other environmentally hazardous agents from a vessel, may occur during the

operation of the vessels in our Hafnia Fleet and could result in death or injury to persons, loss of property, environmental damage, delays in delivery of cargo, loss of revenue from

termination of contracts or unavailability of vessels, fines or penalties, higher insurance rates, litigation and damage to our reputation and customer relationships. Any such events

could result in significant financial losses and liabilities for us.

We carry insurance to protect against the majority of the accident-related risks involved in our business and operations, including ‘hull and machinery’ (“H&M”) insurance and

‘protection and indemnity’ (“P&I”) insurance. However, incidents may occur where we are not adequately insured, which could have a material adverse effect on us. Additionally, our

insurers may refuse to pay claims or our insurance may be voidable if we take, or fail to take, actions, such as failing to maintain vessel relevant certification with maritime regulatory

organisations. Furthermore, insurance cost may increase due to unforeseen incidents or events beyond our control, including changes in regulation, adverse market conditions, and

increased geopolitical tensions may affect the cost of insurance and the availability of insurance coverage on commercially acceptable terms or at all, or may lead to insurers offering

reduced or restricted coverage for certain losses. Any significant uninsured or under-insured loss or liability could have a materially adverse effect on our results of operations, cash

flows, financial condition, and our available cash.

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Because we obtain some of our insurance through protection and indemnity clubs (P&I Clubs), we may be subject to increased premium payments, or calls, in amounts based

on our claim records, the claim records of our managers and other members of the P&I Clubs through which we receive insurance coverage for tortious liability, including pollution-

related liability. In addition, our P&I Clubs may not have enough resources to cover claims against them or to maintain its solvency threshold / liquidity ratio. Our payment of these calls

could result in significant expense for us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, available cash and ability to

pay dividends.

Failure to comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the Prevention of Corruption Act 1960 of Singapore or other applicable

anti-bribery regulations, anti-corruption regulations, anti-money laundering regulations or any other laws affecting our operations could result in fines, criminal penalties or

contract terminations and could have an adverse effect on our business, reputation, and financial condition.

We transport oil products and chemicals across a wide variety of national jurisdictions. This entails a risk of business interruptions that may result from political circumstances or

inadequacies in the legal systems and law enforcement mechanisms in certain countries in which we operate. Certain countries and international bodies also impose laws and regulations

with extra-territorial application (such as sanctions and bribery and corruption legislation), which may further increase the risk of business interruptions and reputational damage

resulting from our cross-border activities. In a worst-case scenario, our ability to trade with certain countries, including entities and individuals linked to such countries, may be severely

restricted. Although we monitor our own operations and the global political situation closely and have adopted strict anti-bribery and anti-corruption policies as well as procedures to

ensure diligence in counterparty onboarding, including observance of relevant anti-money laundering and anti-tax evasion laws and regulations, the political circumstances or

inadequacies of the legal systems and law enforcement mechanisms in certain countries in which we operate may have a material negative impact on our reputation, revenue, cash flows

and financial condition.

Our operations are subject to anti-corruption and anti-bribery laws, including the United Kingdom Bribery Act 2010 (“U.K. Bribery Act”), the U.S. Foreign Corrupt Practices Act

(“FCPA”), as amended, and the Prevention of Corruption Act 1960 of Singapore (“PCA”). We may also be subject to other anti-corruption and anti-bribery regulations in countries where

we do business and we need to comply with such regulations under contractual arrangements, particularly financing agreements. We as well as our customers, suppliers and commercial

partners operate in jurisdictions where there is a risk of potential violations of anti-corruption and anti-bribery regulations and we participate in collaborations and relationships with

third parties whose actions could potentially subject us to liability under the U.K. Bribery Act, FCPA, PCA, or other anti-corruption and anti-bribery regulation.

In addition to anti-corruption and anti-bribery laws and regulations, we are also subject to other laws and regulations governing our international operations, including, but not

limited to, regulations administered by the governments of the United Kingdom and the United States and authorities in the European Union, such as applicable anti-money laundering

and anti-tax evasion laws and regulations, export controls, economic sanctions, customs requirements, anti-boycott requirements, and currency exchange regulations (collectively,

“Trade Control Laws”). We cannot predict the nature, scope, or effect of future regulatory requirements to which our operations may be subject or the manner in which existing anti-

corruption and anti-bribery laws and regulations and other Trade Control Laws may be administered or interpreted.

While we maintain policies and procedures reasonably designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations and any other Trade

Control Laws, such as enhanced corporate due diligence and KYC procedures for counterparty onboarding, recurrent screening and including relevant provisions in relevant contracts,

there can be no assurance that we will be completely effective in ensuring our compliance with all applicable laws, rules, and regulations, particularly as the scope of certain anti-

corruption, anti-bribery and other Trade Control Laws may be unclear and may be subject to changing interpretations.

We may be required to document our compliance with applicable anti-corruption and anti-bribery laws and regulations and other Trade Control Laws in the future, including in

connection with future transactions or financing arrangements, if any. Failures or delays in documenting our compliance, even if we are in compliance, could adversely affect our

business, results of operations, financial condition, future performance, access to financing, liquidity and reputation.

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If we fail to comply with anti-corruption and anti-bribery laws and regulations and other Trade Control Laws, we may become subject to civil or criminal penalties, disgorgement and

other sanctions, remedial measures, and legal expenses, and we may be in breach of material agreements, including financing agreements. Any failure to comply with these laws and

regulations, or any actual or alleged violations, or any investigations of potential violations, could adversely affect our business, results of operations, financial condition, future

performance, access to financing, liquidity and reputation. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time

and attention of our senior management.

If we fail to comply with data privacy laws, we could be exposed to financial and reputational risk and the risk of litigation or fines.

We are subject to data protection and privacy regulation in certain countries in which we operate. The application of such regulation may be uncertain and it is possible that these

regulations may be interpreted and applied in a manner that is inconsistent with our data privacy practices. In Singapore, the Personal Data Protection Act 2012 of Singapore (“PDPA”)

comprises requirements governing the collection, use, disclosure and care of personal data in Singapore and prescribes data protection obligations, including obligations relating to

transfer of personal data and notification of data breaches. Non-compliance with the PDPA may lead to fines of up to the higher of SGD 1 million or 10% of annual turnover in Singapore.

In the EU, the General Data Privacy Regulation (“GDPR”) governs data collection, use and sharing of data and related consumer privacy rights. The GDPR includes significant penalties

for noncompliance, including fines up to the higher of EUR 20 million and/or 4% of global annual revenue.

Within the last five years, we have experienced one data breach which was reported to the relevant authorities. We have not experienced any consequences as a result of the

breach. We may in the future experience data breaches and such data breaches or other breaches of personal data and privacy regulation could have an adverse impact on our

operations, business, reputation and financial condition.

Complying with various, potentially disparate, laws may be difficult and could cause us to incur substantial costs or require us to change our business practices in a manner

adverse to our business. Furthermore, any changes in applicable data privacy regulations may lead to us having to incur additional costs which could have an adverse effect on our

business, financial condition, and results of operations.

We are to a certain extent dependent on the Pools and termination or a withdrawal of a majority of the pool participants may adversely affect our business.

Many of our Hafnia Vessels and TC Vessels participate in the Pools, which are described in “Item 4. Information on the Company – B. Business Overview – The Pools.”

Participation in the Pools enhances the financial performance of our Hafnia Vessels and TC Vessels as a result of the higher vessel utilisation. Under the respective pool agreements, the

earnings allocated to vessels in a pool are aggregated and divided based on a weighted scale that recognises each vessel’s earnings capacity. The termination of a Pool or the withdrawal

of a majority of the participants could adversely affect our ability to commercially market our Combined Fleet and result in a material loss of revenue due to a decline in pool-management

fees and commissions earned.

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Risks Related to Our Company, Organisation, and Structure

We depend on our subsidiaries to distribute funds to us.

We are a holding company and our subsidiaries (wholly-owned or partially-owned directly or indirectly by us) and joint venture companies conduct our operations and hold our

operating assets. Our ability to satisfy our financial obligations and pay dividends to our shareholders depends on the ability of our subsidiaries to generate profits available for

distribution to us. If our subsidiaries are not able to generate profits or are restricted from distributing funds to us as a result of applicable laws and regulations, restrictive covenants in

financing arrangements or the subsidiaries or joint ventures’ financial condition, we may be unable to pay our creditors or pay dividends to our shareholders. A payment default by or

any of the subsidiaries or joint ventures on any financing arrangement could have a material adverse effect on our business, results of operations, cash flow and financial condition.

We derive a significant portion of our revenue from our top five customers, and the loss or default of any such customers could result in a significant loss of revenue and adversely

affect our business.

We have a high customer concentration, where our top five customers represent a significant percentage of our revenue. For the year ended December 31, 2024, revenue from our

top five customers (by group) represented 57% of our total revenue. Two of our customers (by group) each represented 10% or more of our revenues for the year ended December 31,

2024. One individual legal entity represented 10% or more of our revenues for the year ended December 31, 2024. Consequently, if we lose one of our top five customers or any of them

fails to pay for its services due to the increasing financial pressure on these customers or otherwise, our revenue could be adversely affected. The loss of a significant customer, or a

decline in freight rates under our charter agreements with significant customers or any other difficulties in our relationships with these charterers could affect our revenue and cash flow

and could have a material adverse effect on our business, cash flows, financial condition and results of operations.

Our major shareholder, currently BW Group Limited, may have interests that are different from our interests and the interests of our other shareholders.

BW Group Limited (“BW Group”), a company owned by corporate interests associated with the Sohmen family, is as at the date of this Annual Report a major shareholder holding

approximately 45% of the issued and outstanding shares in Hafnia Limited as further described in “Item 7. Major Shareholders and Related Party Transactions – A. Major

Shareholders.” Certain members of our Board of Directors and certain members of our board committees are associated with BW Group, employed by BW Group and/or hold positions

on the board of directors or board committees of other companies in which BW Group has a significant ownership interest.

As long as certain shareholders continue to own a significant percentage of our ordinary shares, they will be able to influence the composition of our Board of Directors and the

approval of actions requiring shareholder approval through their voting power. Accordingly, for such period of time, they will have significant influence with respect to our management,

business plans and policies, including the appointment and removal of our officers. In particular, as long as such shareholders continue to own a significant percentage of our ordinary

shares, they may be able to cause or prevent a change of control of our company or a change in the composition of our Board of Directors and could preclude any unsolicited

acquisition of our company. The concentration of ownership could deprive investors of an opportunity to receive a premium for their ordinary shares as part of a sale of our company

and ultimately might affect the market price of our ordinary shares. BW Group and its affiliates engage in a broad spectrum of activities, including in the shipping industry. In the

ordinary course of their business activities, they may engage in activities where their interest conflict with our interests or those of our other shareholders. For example, they may

compete with us and pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In

addition, they may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such

transactions might involve risks to us and our shareholders. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved

in a manner adverse to us or result in agreements that are less favourable to us than terms that would be obtained in arm’s-length negotiations with unaffiliated third parties.

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As at the date of this Annual Report, none of our shareholders (individually or as a group) own 50% or more of the voting power for the election of our directors. Therefore, we do

not qualify as a “controlled company” under the NYSE Continued Listing Standards and are not eligible to take advantage of the controlled company exemption to opt out of certain

corporate governance requirements.

We are a Singapore company and the rights of our shareholders may differ from the rights and protections typically offered to shareholders of a U.S. corporation organised in

Delaware.

Following the Redomiciliation, we are a Singapore public company limited by shares. The rights of holders of our shares are governed by Singapore law, including the provisions of

the Companies Act 1967 of Singapore (“Singapore Companies Act”) and by our Constitution. These rights may differ in certain respects from the rights of shareholders in typical U.S.

corporations organised in Delaware. The principal differences are set forth in Exhibit 2.2 “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of

1934”.

Although we believe we are familiar with the applicable Singapore laws and regulations due to having subsidiaries incorporated in Singapore and that we sufficiently prepared for

the Redomiciliation prior to its completion, the change in regulatory regime and the actions needed to adapt thereto may require additional commitments of resources, lead to substantial

costs and require attention from senior management. We may not be able to predict or estimate the amount, impact or timing of such additional costs or the impact that our senior

management’s attention to these matters could have on our business.

We have anti-takeover provisions in our Constitution that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may

prevent replacement or removal of the members of our Board of Directors.

The Constitution of Hafnia Limited (our or the “Constitution”) contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of

Directors. These provisions include:

• restrictions, with certain exceptions, on business transactions with “interested shareholders” (as defined in our Constitution) for a period of three years from the date a

shareholder qualifies as an interested shareholder;

• restrictions on the time period in which directors may be nominated;

• an affirmative vote of 75% of our voting shares for certain “business combination” transactions, including certain mergers and amalgamations if such “business combination”

or merger or amalgamation has not been approved by our Board of Directors; and

• an exclusive jurisdiction clause.

These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by a number of shareholders. As a result,

shareholders may be limited in their ability to obtain a premium for their shares. In addition, these provisions may adversely affect the market price of shares or inhibit fluctuations in the

market price of our shares that could otherwise result from actual or rumoured takeover attempts.

By default, the Singapore Code on Take-Overs and Mergers (the “Singapore Take-over Code”) applies to us following our Redomiciliation. We have received a waiver of the

Singapore Take-over Code from the Securities Industry Council (“SIC”) so that the Singapore Take-over Code will not apply to us as long as we are not listed on a securities exchange in

Singapore. If at the time of a takeover offer the Singapore Take-over Code applies to us, we would be subject to a number of rules and restrictions. For a detailed description of the anti-

takeover provisions in our Constitution and the Singapore Take-over Code, see Exhibit 2.2 “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act

of 1934”.

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It may be difficult to serve process on or enforce a U.S. judgment against us, our officers, our directors and the experts named in this Annual Report because we are a Singapore

company.

We are a Singapore public company limited by shares. Our directors and officers and certain of the experts named in this Annual Report are located outside the United States and a

substantial portion of our assets and the assets of the aforementioned persons are located outside the United States. As a result, it may be difficult for you to effect service of process

within the United States upon us or any of these persons or to enforce the U.S. judgments obtained in the U.S. courts against us or those persons based on the civil liability provisions

of the U.S. securities laws. It is not certain whether courts in Singapore will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or

officers or the experts under the securities laws of those jurisdictions or entertain actions in Singapore against us or our directors or officers or the experts under the securities laws of

other jurisdictions.

The United States and Singapore do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments other than arbitration awards, in civil and

commercial matters. The enforceability of any judgment of a U.S. federal or state court in Singapore will therefore depend on the laws and any treaties in effect at the time, including

conflicts of laws principles (such as those bearing on the question of whether a Singapore court would recognise the basis on which a U.S. court had purported to exercise jurisdiction

over a defendant). Additionally, it is not certain that the courts of Singapore or of the non-U.S. jurisdictions in which our offices are located would enter judgments in original actions

brought in those courts predicated on U.S. federal or state securities laws or other U.S. laws. In addition, awards for punitive damages in actions brought in the United States (including

those under federal and state securities laws permitting punitive damages against us and our directors or officers) or elsewhere may be unenforceable in Singapore.

Holders of book-entry interests in our ordinary shares (for example, where shareholders hold ordinary shares indirectly through a nominee, in our case, Cede & Co which is a

nominee of The Depository Trust Company) will be required to be registered members in our register of members in order to have standing to bring an action and, if successful, to

enforce a judgment against us, our directors or our executive officers in the Singapore courts. Any such action would be subject to applicable Singapore laws. The administrative

process of becoming a registered member could result in delays that could be prejudicial to any legal proceeding or enforcement action.

The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.

The vessels in our Hafnia Fleet are registered and flagged in various jurisdictions and we conduct operations in countries around the world. Consequently, in the event of any

bankruptcy, insolvency, liquidation, dissolution, reorganisation or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States

would likely apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located,

including property situated in other countries. However, there can be no assurance that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled

to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognise a U.S. bankruptcy court’s

jurisdiction if any other bankruptcy court would determine it had jurisdiction.

Our Constitution contains an exclusive jurisdiction provision applicable to certain types of actions. This exclusive jurisdiction provision could limit the ability of our shareholders

to obtain a favourable judicial forum for disputes against us or our directors or officers.

Our Constitution contains an exclusive jurisdiction provision which designates the courts of Singapore as the exclusive forum for any disputes arising concerning the Singapore

Companies Act and/or the Constitution, including any question regarding the existence and scope of any regulation in the Constitution and/or whether there has been a breach of the

Singapore Companies Act or the Constitution by an officer or director (whether or not such claim is brought in the name of a shareholder or in the name of the Company). The exclusive

jurisdiction provision further provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the

exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

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We believe that the exclusive jurisdiction provision in our Constitution benefits us by providing increased consistency in the application of the Securities Act and Exchange Act in

the United States federal court and increased consistency in the application of Singapore law for the specified types of actions and proceedings. However, the exclusive jurisdiction

provision may have the effect of limiting the ability of shareholders to obtain a favourable judicial forum for disputes against us or our directors or officers and may limit or discourage

our shareholders from being able to bring a legal claim against us due to geographic limitations.

The enforceability of exclusive jurisdiction provisions in other companies’ certificates of incorporation, constitutions and bye-laws have been challenged in legal proceedings.

There is a risk that a court could find the exclusive jurisdiction provision in our Constitution to be inapplicable or unenforceable in connection with an action. If mandatory laws or other

regulations designate the forum for certain causes of action, there is a high likelihood that such designated applicable forum will not be set aside because of the exclusive jurisdiction

provision in our Constitution. If the exclusive jurisdiction provision in our Constitution is set aside, we may incur additional costs associated with resolving such action in jurisdictions

other than the jurisdictions set out in the exclusive jurisdiction provision, which could adversely affect our business, financial condition and results of operation.

Risks Related to Our Indebtedness

Our future capital needs are uncertain and we may need to raise additional funds in the future.

We may face liquidity issues if poor market conditions in the chemical and product tanker market occur for a prolonged period. Additionally, we may in the future need to raise

additional capital to maintain, replace and expand the operating capacity of our Hafnia Fleet and to fund our operations. Our need for funding in the future will depend on a number of

factors, several of which are not under our control, including, but not limited to: the cost and timing of vessel acquisitions, the cost of retrofitting or modifying existing vessels as a result

of technological developments in vessel design and vessel equipment, changes in applicable environmental regulations or other regulations and requirements and customer

requirements.

We may be required to incur borrowings or raise capital through the sale of debt or equity securities. Our ability to borrow money and access the capital markets through future

offerings may be limited by a number of factors, including, but not limited to:

• our financial performance;

• our credit rating;

• the liquidity of the overall capital markets;

• Singapore, United States, Norwegian, and global economies;

• general economic conditions and other contingencies and uncertainties beyond our control; and

• the state of the chemical and product tanker market.

We cannot assure you that we in the future will be able to obtain additional funds on acceptable terms or that we will be able to obtain additional funds at all. Any additional debt or

equity financing that we obtain may contain terms such as restrictive covenants, including terms that are more restrictive than the terms included in our existing credit facilities.

Additionally, the cost of our debt may in the future increase due to rising interest rates.

The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to

purchase additional vessels or may significantly increase our costs of obtaining such capital. Additionally, we may experience decreased access to lenders and financiers if they decide

to withdraw from the tanker industry.

If we cannot obtain the funds for necessary future capital expenditures or such funds are only available to us at a higher than anticipated cost, we may be unable to meet our

obligations as they come due, our ability to continue to operate some or all of the vessels in our Hafnia Fleet may be limited, it could cause us to impair the value of our Hafnia Vessels,

limit our ability to continue with our expansion plans, if any, and otherwise hinder us from taking advantage of business opportunities as they arise. These factors, or any of them, could

have a material adverse effect on our business, financial condition, cash flows, results of operations and the market price of our ordinary shares. Even if we can obtain funds in the

future, the terms of such financing agreements may limit our ability to pay dividends.

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We have a significant amount of financial debt and servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may

lose the vessels in our Hafnia Fleet.

Our main financing arrangements are mostly secured fleet financing, and to a lesser extent, financing leases (sale and lease-back arrangements), working capital, and unsecured

credit facilities. As at December 31, 2024, we had interest-bearing debt, which includes mortgage debt, bank loans and liabilities regarding lease liabilities (sale and lease-back

arrangements accounted for as financing transactions) net of amortised bank fees of $1,222.2 million and cash and cash equivalents (excluding cash retained in the commercial pools and

restricted cash) of $195.3 million. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources” for more information on our current debt. We may

incur additional indebtedness in the future. In addition to our debt, we may from time to time guarantee debt incurred by our joint ventures.

Our level of debt from time to time could have important consequences for us, including, but not limited to:

• our ability to obtain additional financing for working capital, capital expenditures, vessel acquisitions or other purposes may be impaired or such financing may be unavailable

on favourable terms;

• our costs of borrowing could increase as we become more leveraged;

• we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, reducing the funds that would otherwise be available

for operations, general corporate activities, future business opportunities, and dividends to our shareholders;

• future creditors may subject us to limitations on our business and future financing activities as well as certain financial and operational covenants and such restrictions may

prevent us from taking actions that otherwise might be deemed to be in the best interests of us and our shareholders;

• our debt level could make us more vulnerable than our competitors with less debt to competitive pressures, a downturn in our business or the economy in general; and

• our debt level may limit our flexibility in responding to changing business and economic conditions in our business and the industry where we operate or detract from our

ability to successfully withstand a downturn in our business or the economy in general.

Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions as

well as financial, business, regulatory, competitive, technical, and other factors, some of which are beyond our control. If our operating income is not sufficient to service our current or

future indebtedness, we will be forced to take action, such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring

or refinancing our debt or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, without the consent of our existing lenders, or at

all. Our inability to service and repay our debt upon maturity and/or our inability to pay in accordance with guarantees provided in respect of debt incurred by our joint venture

companies could have a material adverse effect on our future performance, results of operations and financial condition.

Our credit facilities and lease financing agreements contain covenants which may limit our ability to conduct certain activities, and further, we may be unable to comply with such

covenants, which could result in an event of default under the terms of such agreements.

Our credit facilities and lease financing agreements impose, and any future credit facilities and lease financing agreement may impose, certain operating and financial restrictions on

us. These restrictions may limit our ability, or the ability of our subsidiaries party thereto, to, among other things:

• pay dividends and make capital expenditures if we do not repay amounts drawn under our credit facilities or if there is another default under our credit facilities;

• incur additional indebtedness, including the issuance of guarantees;

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• create liens on our assets;

• change the flag, class or management of our Hafnia Vessels or JV Vessels (as applicable) or terminate or materially amend the management agreement relating to each vessel;

• sell our Hafnia Vessels or JV Vessels (as applicable);

• merge or consolidate with, or transfer all or substantially all our assets to, another person;

• increase or reduce capital;

• be subject to a change of control; or

• enter into a new line of business.

In addition, the terms and conditions of certain of our borrowings require us to maintain specified financial ratios and satisfy financial covenants, including (i) ratios and covenants

based on the market value of our Hafnia Vessels, (ii) specified levels of cash and cash equivalents and available credit lines, (iii) specified minimum amounts of equity, (iv) specified levels

of collateral coverage, and (v) specific maximum ratios of net debt to total assets or total capitalisation. Should our charter rates or vessel values materially decline in the future, we may

seek to obtain waivers or amendments from our lenders with respect to such financial ratios and covenants, or we may be required to take action to reduce our debt or to act in a manner

contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and

business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios or satisfy

these covenants or that our lenders will waive any failure to do so or amend these requirements.

The terms of certain of our credit facilities contain provisions pursuant to which the majority lenders may cancel the loans and require repayment of the outstanding amounts if

Sohmen family interests cease to beneficially or legally hold more than 25% or more of our issued share capital. We can give no assurance that BW Group will continue to hold a

significant interest in us. Any mandatory prepayment as a result of such a change of control under certain of our credit facilities could lead to the foreclosure of all or a portion of our

Hafnia Fleet and could have a material adverse effect on our future performance, results of operations, cash flows and financial position and could lead to bankruptcy or other

insolvency proceedings.

A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our

credit facilities or lease financing arrangements and could result in an event of default under our credit facilities which could materially adversely affect our business, financial condition,

and results of operations. If an event of default occurs under our credit facilities or lease financing arrangements, the counterparties could elect to declare the outstanding debt, together

with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.

Moreover, in connection with any waivers or amendments to our credit facilities or lease financing arrangements that we may obtain, our lenders may impose additional operating and

financial restrictions on us or modify the terms of our existing credit facilities or lease financing arrangements. These restrictions may further restrict our ability to, among other things,

pay dividends, repurchase our ordinary shares, make capital expenditures, or incur additional indebtedness.

Furthermore, our debt and lease financing agreements contain cross-default provisions that may be triggered if we default under the terms of any one of our financing agreements

(subject to a threshold amount being crossed). In the event of default by us under one of our debt agreements, the lenders under our other debt or lease financing agreements could

determine that we are in default under such other financing agreements. Such cross defaults could result in the acceleration of the maturity of such indebtedness under these agreements

and the lenders thereunder may foreclose upon any collateral securing that indebtedness, including our Hafnia Vessels, even if we were to subsequently cure such default. In addition,

our credit facilities and lease financing arrangements contain subjective acceleration clauses under which the debt could become due and payable in the event of a material adverse

change in our business. In the event of such acceleration or foreclosure, we might not have sufficient funds or other assets to satisfy all of our obligations, which would have a material

adverse effect on our business, results of operations and financial condition.

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The restrictions in our credit facilities and sale and lease-back agreements may prevent us from taking actions that otherwise might be deemed to be in our best interest and in the

best interest of our shareholders and it may further affect our ability to operate our business going forward, particularly our ability to incur debt, make capital expenditures or otherwise

take advantage of potential business opportunities as they arise.

As at the date of this Annual Report, we are in compliance with the financial covenants contained in our credit facilities.

We may be exposed to risk in relation to our use of derivative instruments.

Our use of derivative instruments such as freight forward agreements (“FFA”), bunker hedging agreements, and interest rate hedging contracts, could result in losses. FFAs may be

used to hedge our exposure to the market by providing for the sale of a contracted charter rate on an identified route and period. Bunker hedging agreements may be used to hedge the

price on bunkers. Interest rate hedging contracts (including swaps, caps, and options) that are unsecured or secured by existing credit loan facilities, may be entered into with lenders as

per the International Swaps and Derivatives Association (“ISDA”) agreements. From time to time, we invest in FFAs, by either buying or selling FFA positions. The risks related to such

FFA trading are managed through our internal authorisation manual, approved by our Board of Directors, and in accordance with our internal financing and risk management policies.

However, if we take positions in derivate instruments and do not correctly anticipate the market movements, we could suffer losses which could negatively affect our results of

operations, cash flows, and financial condition.

Risks Related to Tax

A change in tax laws in any country in which we operate, including, but not limited to, the imposition of freight taxes, or disagreements with tax authorities could adversely affect

us.

Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in

and between the countries in which we operate.

We have global operations with companies incorporated in different jurisdictions and operating out of Singapore, Denmark, Monaco, Dubai, Marshall Islands and the United States.

Additionally, we have invested in companies in other countries and our vessels operate globally and therefore both within international waters and within the territories of a large

number of different jurisdictions. Our complex and international operational structure entails that we are subject to changes in tax law, treaties or regulations, including the interpretation

and enforcement thereof, in many different jurisdictions. If jurisdictions in which our vessels operate impose freight taxes applicable to our operation, our results of operations may be

negatively affected and such taxes could decrease the earnings available for distribution to our shareholders.

Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties, or regulations, or in the interpretation or

enforcement thereof, could result in a materially higher tax expense or a higher effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing

initiatives in relation to fiscal legislation at an international level such as the Base Erosion and Profit Shifting Project. Additionally, there is a risk that our interpretation of applicable tax

laws differ from those of tax authorities, potentially resulting in, inter alia, increased tax burdens or successful challenges to our operational structure and intercompany pricing

principles. This could have a material adverse effect on our business, results of operations and financial condition.

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A change to the way in which our international shipping income is taxed in Singapore could have an adverse effect on our business and results of operations.

The majority of our shipping income accrues in Singapore, where we exercise strategic or commercial management over our international shipping activities. Therefore, we are

impacted by the Singapore tax legislation. In Singapore, we are subject to the Maritime Sector Initiative – Singapore Registry of Ships (“MSI-SRS”) award and the Maritime Sector

Initiative – Approved International Shipping Enterprise Award (“MSI-AIS”). Under the MSI-SRS and MSI-AIS, income from international shipping operations is subject to tax

exemptions or an alternative basis of tax based on the net tonnage of the ships for qualifying shipping income. The MSI-SRS is an ongoing award which requires no additional

application that will be applicable so long as a company owns and/or operates Singapore flagged vessel(s) for international shipping operations. Meanwhile, the MSI-AIS is a renewable

award every ten years. We are currently subject to both the MSI-SRS and the MSI-AIS. Our current ten-year period under the MSI-AIS will expire on April 30, 2028 where we intend to

re-apply for an additional ten-year extension. Renewal of the MSI-AIS is contingent on various factors where we will be required to, for example, demonstrate a business plan on how our

business can generate economic contributions in Singapore through business spending, employment and ensuring that our strategic or commercial management is in Singapore.

We expect to be able to renew our MSI-AIS where relevant unless there is a shift in Singapore government policy to not wish to promote and further incentivise the maritime sector.

If we do not continue to be subject to the MSI-SRS and/or the MSI-AIS, it may have adverse effects on our business, results of operations, and financial condition, and would decrease

our earnings available for distribution to shareholders.

We could be treated as or become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, which could have adverse U.S. federal income tax

consequences to U.S. shareholders.

A foreign corporation will be treated as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income during the taxable year consists of certain types of

“passive income” or (ii) at least 50% of the average value of the corporation’s assets during such taxable year produce or are held for the production of those types of “passive income.”

For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and

royalties which are received from unrelated parties in connection with the active conduct of a trade or business.

For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous

U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other

disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income

we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time and voyage

chartering activities does not constitute “passive income”, and the assets that we own and operate in connection with the production of that income do not constitute assets that

produce or are held for the production of “passive income.”

We believe there is substantial legal authority supporting our position consisting of case law and U.S. Internal Revenue Service (“IRS”) pronouncements concerning the

characterisation of income derived from time charters and voyage charters as services income for other tax purposes. However, we note that there is also legal authority which

characterises time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept

our position and there is a risk that the IRS or a court of law could determine that we are a PFIC.

Based on the foregoing, we believe that we were not a PFIC with respect to any prior taxable year. However, there can be no assurance that we will not become a PFIC for the current

taxable year or any future taxable year as a result of changes in our operations or assets.

If we are or have been a PFIC for any taxable year during a U.S. shareholder’s holding period with respect to our stock, such U.S shareholder will face adverse U.S tax consequences

and certain information reporting requirements. Under the PFIC rules, unless such shareholder makes a “mark to market” election (which election could itself have adverse consequences

for such shareholder), such shareholder would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon “excess

distributions” and upon any gain from the disposition of our ordinary shares, as if the excess distribution or gain had been recognised rateably over the shareholder’s holding period of

our ordinary shares. See “Item 10. Additional Information – E. Taxation” for a more comprehensive description of the U.S. federal income tax consequences to U.S shareholders if we

are treated as a PFIC.

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We may become liable for taxes on U.S. sourced income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986 as amended (the “Code”), 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our

subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States generally will be subject to a 4% U.S. federal income

tax without allowance for deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder by the U.S.

Department of the Treasury.

We and our subsidiaries intend to take the position that we qualify for this statutory tax exemption for U.S. federal income tax return reporting purposes. However, there are factual

circumstances beyond our control that could cause us not to be eligible for the benefit of this tax exemption and thereby become subject to U.S. federal income tax on our U.S. source

shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in

our ordinary shares (“5% Shareholders”) owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there do not

exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude nonqualified 5% Shareholders from owning 50% or more of our

ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due

to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries are not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries could be subject for such year to an effective 2%

U.S. federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this tax

would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We and certain of our subsidiaries have entered into and may in the future enter into internal agreements which must be at market value or on terms no more favourable than

would have been agreed if the transaction was not conducted on an intra-group basis.

We have global operations, and the functions related to owning and operating a global scale chemical and product tanker fleet are spread across various subsidiaries, including

crewing, technical maintenance, chartering and ownership of vessels. Cross-border business between our subsidiaries and between us and our subsidiaries can be complicated. We will

likely enter into further agreements by and among our subsidiaries on the one hand and Hafnia Limited on the other hand in the future and between two or more of our subsidiaries. To

ensure compliance with transfer pricing regulations, such transactions must in general be conducted on an arm’s-length basis. We believe that these transactions are conducted on

arm’s-length terms, but no assurance can be given that we would not have been able to secure more favourable terms from third parties.

Regarding any cross-border transactions, we may face significant compliance challenges with the regulations and administrative requirements around transfer pricing, as they differ

from country to country. Tax authorities are increasingly sophisticated in the way they operate and are focusing more closely on transfer pricing in companies that transact cross-border

business.

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Certain of our subsidiaries are incorporated in offshore jurisdictions and our operations may be subject to economic substance requirements, which could impact our business.

We are a Singapore company. A majority of our subsidiaries are Singapore entities; however, certain of our subsidiaries are as at the date of this Annual Report incorporated in

offshore jurisdictions with economic substance laws and regulations with which we may be obligated to comply. We believe that we and our subsidiaries are compliant with applicable

economic substance requirements. However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change to our operations, any such

change could result in noncompliance with the economic substance legislation and related fines or other penalties, increased monitoring and audits, and dissolution of the noncompliant

entity, which could have an adverse effect on our business, financial condition or operating results.

EU finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not

adequately cooperating, including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist.” EU member states have agreed upon

a set of measures, which they can choose to apply against grey- or blacklisted countries, including increased monitoring and audits, withholding taxes, special documentation

requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for

the listed countries. EU legislation prohibits EU funds from being channelled or transited through entities in countries on the blacklist. If jurisdictions in which we operate are put on the

blacklist in the future, it could negatively impact our business.

A loss of a major tax dispute or a successful tax challenge to the Group’s operating structure or to the Group’s tax payments, among other things could result in a higher tax rate on

the Group’s earnings, which could result in a significant negative impact on its earnings and cash flows from operations

From time to time, the Group’s tax payments may be subject to review or investigations by tax authorities of the jurisdictions in which the Group operates or in which its vessels call

or have called (including but not limited to Singapore, Denmark, United States and other locations which our vessels call in). If any tax authority successfully challenges the Group’s

operational structure, intercompany pricing policies or the taxable presence of its subsidiaries in certain countries, or if the Group loses a material tax dispute in any country or any tax

challenge of the Group’s tax payments is successful, its effective tax rate on its earnings could increase substantially and the Group’s earnings and cash flows from operations could be

materially adversely affected. There are, for instance, several transactions taking place between the companies in the Group and related companies, which must be carried out in

accordance with arm’s length principles in order to avoid adverse tax consequences. There can be no assurance that the tax authorities will conclude that the Group’s transfer pricing

policy calculates correct arm’s length prices for intercompany transactions, which could lead to an adjustment of the agreed price, which would in turn lead to increased tax cost for the

Group.

Risks Related to Ownership of Our Ordinary Shares

Our share price has fluctuated in the past, has been volatile and may be volatile in the future and as a result, investors in our ordinary shares could incur substantial losses.

Our share price has fluctuated in the past, has been volatile and may be volatile in the future. Our share prices may experience rapid and substantial decreases or increases in the

foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for shipping companies in particular have experienced

extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, shareholders may experience substantial losses on

their investment in our ordinary shares. The market price for our ordinary shares may be influenced by many factors, including factors that may be unrelated to our operating

performance or prospects.

The following factors, among others, could affect the trading price of our ordinary shares:

• our operating and financial performance;

• investor reactions to our business strategy;

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• actual or anticipated variations in our quarterly and annual financial results and financial indicators such as net income or those of companies that are perceived to be similar to

us;

• regulatory or legal developments in the United States, European Union, and other countries, especially changes in laws or regulations applicable to our industry;

• market conditions in the shipping industry and particularly in the chemical and product tanker market;

• general economic, industry and market conditions, including the prevailing economic and market conditions in the energy markets;

• geopolitical tension and developments

• strategic actions by our competitors;

• our continued compliance with the listing standards of the NYSE and Oslo Børs;

• economic, legal, and regulatory factors unrelated to our performance;

• mergers and strategic alliances in the shipping industry;

• changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors;

• the public reaction to our press releases, our other public announcements and our filings with the SEC;

• our success or failure to meet the expectation of analysts, investors, lenders, and other market participants;

• announcements concerning us or our competitors;

• changes in revenue or earnings estimates, or changes in recommendations or withdrawals of research coverage, by equity research analysts;

• our ability or inability to raise additional capital and the terms on which we raise it;

• the suspension of our dividend payments or changes in our dividend policy;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategies;

• sales of our ordinary shares by us or our shareholders, or the anticipation of such sales;

• introductions or announcements of new products offered by us or significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our

competitors and the timing of such introductions or announcements;

• price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole and those resulting from geopolitical events, natural

disasters, severe weather events, terrorist attacks and responses to such events;

• our ability to effectively manage our growth;

• speculation in the press or investment community;

• the failure of research analysts to cover our ordinary shares;

• whether investors or securities analysts view our share structure unfavourably, particularly any significant voting control of our executive officers, directors, and their affiliates;

• changes in accounting principles, policies, guidance, interpretations, or standards;

• additions or departures of key management personnel;

• actions by our shareholders;

• trading volume of our ordinary shares;

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• lawsuits threatened or filed against us;

• privacy or cybersecurity breaches, data theft or other security incidents or failure to comply with applicable data privacy laws, rules, and regulations;

• our ability to obtain, maintain, protect, defend, and enforce our intellectual property;

• the realisation of any risks described under this “Risk Factors” section; and

• other events or factors, including those resulting from such events, or the prospect of such events, including marine disasters, war, piracy, terrorism and other international

conflicts, trade wars, environmental accidents, public health issues including pandemics or epidemics, such as the COVID-19 pandemic, climate conditions or other events

disrupting our operations or resulting in political or economic instability.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market

fluctuations may adversely affect the trading price of our ordinary shares regardless of our operating performance, financial conditions or other indicators of value. Historically, following

periods of volatility in the market and in the market price of a company’s shares, securities class action litigation has often been instituted against companies. Such litigation, if instituted

against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results, future prospects, and financial condition.

Additionally, recently securities of certain companies have experienced significant and extreme volatility in share price due to short sellers of shares, known as a “short squeeze.”

These short squeezes have caused extreme volatility in those companies and in the market and have led the price per share of those companies to trade at a significantly inflated rate that

is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion

of their original investment as the price per share has declined steadily as interest in those shares has abated. While we have no reason to believe our shares would be the target of a

short squeeze, there can be no assurance that we will not be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is

significantly disconnected from our underlying value.

There can be no assurance that our share price will remain at current prices or that you will be able to sell any of our ordinary shares you may have purchased at a price greater than

or equal to its original purchase price, or that you will be able to sell our ordinary shares at all.

Our ordinary shares are traded on more than one stock exchange and this may result in price variations between the markets and could expose our shareholders to exchange rate

fluctuations.

Our ordinary shares are listed on each of NYSE and Oslo Børs. Trading in our ordinary shares therefore takes place in different currencies (U.S. dollars on the NYSE and NOK on

Oslo Børs) and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Norway). The trading prices of our

ordinary shares on these two markets may differ as a result of these or other factors. Any decrease in the price of our ordinary shares on either of these markets could cause a decrease

in the trading prices of our ordinary shares on the other market.

Cash dividends or other distributions to be declared in respect of our ordinary shares, if any, will be denominated in U.S. dollars. For shareholders trading our ordinary shares

through Oslo Børs, any future dividends will be distributed in NOK through Euronext Securities Oslo (the “VPS”). Shareholders may therefore be exposed to foreign currency exchange

rate risk. In addition, we may not offer our shareholders the option to elect to receive dividends, if any, in a currency other than U.S. dollars or NOK, as applicable. Consequently,

shareholders may be required to arrange foreign currency exchange at their own expense.

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You may be liable to pay taxes on dividends or distributions from us or on any income or gains otherwise resulting from your ownership of our shares including any gains as a

result of an increase in value of the shares, if any.

You may be liable to pay taxes on income from dividends or distributions or on any gains or income resulting from your ownership of our shares, including any gains as a result of

an increase in value of the shares, if any. We advise you to consult your advisors regarding the tax consequences of dividends or other distributions made by us or of any other income

or gains resulting from your ownership of our shares.

Currently, there is no withholding tax on dividends in Singapore. We cannot assure you that withholding taxes will not be implemented in the future. If withholding taxes are

implemented on dividends or other distributions in Singapore, our shareholders residing in other countries may not be able to credit the amount of such withholding tax to any tax due

on such dividends or other distributions in any country other than Singapore. As a result, such shareholders may be subject to double taxation in respect of such dividends or other

distributions.

We do not know whether a market for our ordinary shares will be sustained to provide you with adequate liquidity.

Our ordinary shares currently trade on Oslo Børs and on the NYSE. No assurance can be given as to the following:

• the likelihood that an active trading market for our ordinary shares will be sustained;

• the liquidity of any such market;

• the ability of our shareholders to sell their ordinary shares; or

• the price that our shareholders may obtain for their ordinary shares.

If an active market for our ordinary shares is not sustained, their market price may decline, and you may not be able to sell your shares. The market price of our ordinary shares may

be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, industry trends, and market conditions in general

could have a significant impact on the future market price of our ordinary shares.

Additionally, as a result of the Redomiciliation, our legal domicile was transferred to Singapore. Certain shareholders may, pursuant to their investment policies, not be able to, or

otherwise wish not to, hold or invest in shares of a Singapore issuer, which may, as a result, have an adverse effect on trading, liquidity and the price of the ordinary shares.

The requirements of being a public company listed in the United States, including compliance with the reporting requirements of the Exchange Act, the requirements of the

Sarbanes-Oxley Act and the requirements of the NYSE Continued Listing Standards. If we fail to maintain an effective internal control over financial reporting, we may be unable

to accurately report our results of operations and meet our financial reporting obligations in a timely or cost-effective manner.

As a public company listed in both Norway and the United States, we need to comply with requirements under a number of laws and regulations, including the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), related rules and regulations of the SEC, certain corporate governance provisions of the Sarbanes-Oxley Act, and the requirements of the

NYSE. We were not subject to the United States’ rules before we were listed on the NYSE. Complying with these statutes, regulations and requirements have absorbed and may continue

to absorb a significant amount of time of our Board of Directors and management and may significantly increase our costs and expenses. As at the date of this Annual Report, we have

complied or are in the process of complying with such requirements by:

• instituting a more comprehensive compliance function, including for financial reporting and disclosures;

• continuing to prepare and distribute periodic public reports in compliance with our obligations under federal securities laws;

• complying with rules promulgated by the NYSE;

• enhancing our investor relations function;

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• establishing new internal policies to further strengthen our corporate governance, such as those relating to insider trading; and

• involving and retaining to a greater degree outside counsel and accountants in the above activities.

We may not be able to predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these

matters will have on our business. However, such costs could potentially have a material adverse effect on our business, financial condition, and results of operations.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal controls over financial reporting. Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We have dedicated and intend to

continue to dedicate a significant amount of time and resources to ensure compliance with these regulatory requirements and to work with our legal, accounting and financial advisors to

identify any areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a U.S. listed public company. We will

continue to evaluate areas such as corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We will

make changes in any of these and other areas, including our internal control over financial reporting, which we believe are necessary. However, these and other measures we may take

may not be sufficient to allow us to satisfy our obligations as a U.S. listed public company on a timely and reliable basis.

In addition, we expect that being a U.S. listed public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain directors and

officers liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it

may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating these rules, and we cannot

predict or estimate the amount of additional costs we may incur or the timing of such costs.

Investors with shares registered in a nominee account will need to exercise voting rights through their nominee

Beneficial owners of shares that are registered in a nominee account (such as through brokers, dealers or other third parties) with the Depository Trust Company (“DTC”) and

the Norwegian Central Securities Depositary, Euronext Securities Oslo will not be able to exercise voting rights directly, and they will need to receive the voting materials and provide

instructions through their nominee prior to the general meetings. We can provide no assurance that beneficial owners of shares will receive the notice of a general meeting in time to

instruct their nominees accordingly or otherwise vote their Shares in the manner desired by such beneficial owners.

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We cannot assure you that we will pay dividends on our ordinary shares.

Our Board of Directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with our organisational documents and applicable law. We can

only distribute dividends to shareholders out of funds legally available for such payments. We have adopted a dividend policy according to which the payout percentage of net profit is

determined based on our level of net loan-to-value; however, the final amount of dividend is decided by our Board of Directors. In addition to cash dividends, we may buy back shares

as part of our total distribution to shareholders. The amount utilised in buying back shares may be deducted before declaring dividend for the quarter, such that the combined total of

dividends and share buybacks aligns with the dividend policy. Any changes to our dividend policy could adversely affect the market price of our ordinary shares. The timing and

amount of any dividends and other distributions declared will depend on, among other things, our capital requirements, including capital expenditure commitments, financial condition,

general business conditions, legal restrictions, and any restrictions under borrowing arrangements or other contractual arrangements in place at the time. Therefore, there can be no

assurance that we will pay any dividends to holders of our ordinary shares or as to the amount of any such dividends or that we will buy back shares in the future. In addition, our

historical results of operations, including cash flows, are not indicative of future financial performance, and our actual results of operations could differ significantly from our historical

results of operations. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy.”

As a foreign private issuer, we are not subject to certain disclosure and procedural requirements under the Exchange Act and we are permitted to adopt, and we have adopted

certain home country practices in relation to corporate governance that differ significantly from NYSE corporate governance standards applicable to U.S. issuers. This may afford

less protection to our shareholders.

As a foreign private issuer, we are not subject to the same disclosure and procedural requirements as domestic U.S. registrants under the Exchange Act. For instance, we are not

required to prepare and file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange

Act, we are not subject to the proxy requirements under Section 14 of the Exchange Act, and we are not required to comply with Regulation FD, which restricts the selective disclosure of

material non-public information. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of

the Exchange Act. Moreover, under Singapore laws, we are permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis.

Rule 303A.01 of the NYSE corporate governance listing rules requires listed companies to have, among other things, a majority of their board members be independent. Though as a

foreign private issuer we are permitted to follow home country practice in lieu of the above requirement, under which there is such requirement, we expect to have a majority of

independent directors. Should we instead rely on the “foreign private issuer” exemptions, our shareholders may be afforded less protection than they otherwise would enjoy under the

NYSE corporate governance standards applicable to U.S. domestic issuers. See “Item 16G. Corporate Governance – Foreign Private Issuer Exemption.”

We could lose our foreign private issuer status under U.S. securities laws. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be

significantly higher. We would then also be required to file periodic reports and annual reports on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than

the forms available to a foreign private issuer. We may then also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic

issuers. Such conversion and modifications will involve additional costs. In addition, we would then lose our ability to rely upon exemptions from certain corporate governance

requirements on NYSE that are available to foreign private issuers.

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Future sales or issuances of our ordinary shares in the public markets, the perception that they might occur, or future offerings of debt securities or preferred shares, could cause

the price of our ordinary shares to decline, could dilute your voting power and your ownership interest in us and/or could lead to a loss of all or part of your investment.

Under Singapore law, shareholder approval is required to allow us to issue new shares. At a general meeting, the Board of Directors may be granted certain authorisations to

increase our issued share capital by issuance of shares or by instruments that may or will require shares to be issued, including but not limited to warrants. This authorisation, unless

revoked or varied by a general meeting, would continue to be in force until the conclusion of the next annual general meeting or the date by which the next annual general meeting is

required by law to be held, whichever is earlier. At our annual general meeting held in July 2024, our Board of Directors were granted authority to issue shares with effect from the

Redomiciliation.

Issuance of a substantial number of our ordinary shares or sale of a substantial number of our ordinary shares in the public market, particularly sales by our directors, executive

officers and significant shareholders, or the perception that these issuances or sales could occur, could adversely affect the market price of our ordinary shares and may make it more

difficult for you to sell your ordinary shares at a time and price that you deem appropriate. These sales could also impair our ability to raise additional capital through the sale of our

equity securities in the future. Furthermore, the issuance by us of additional shares may decrease our existing shareholders’ proportionate ownership interest in us and their relative

voting strength.

As at December 31, 2024, we had 512,563,532 issued ordinary shares (which included 9,639,056 treasury shares). Subject to limited exceptions, all of our ordinary shares outstanding

are freely tradable without restrictions or further registration under the Securities Act of 1933, as amended (the “Securities Act”), except for any shares held by our affiliates as defined in

Rule 144 under the Securities Act (“Rule 144”). We have entered into a shareholder rights agreement with BW Group which will give BW Group rights to require us to file registration

statements covering the sale of their shares or to include such shares in registration statements that we file for ourselves. See “Item 7. Major Shareholders and Related Party

Transactions – B. Related Party Transactions” for additional information on this agreement.

In accordance with our remuneration policy, certain members of our senior management and key employees have been granted restricted stock units (“RSUs”) and options to

purchase our shares. The options and RSUs aim at incentivising the employees to seek to improve our performance and thereby our share price for the mutual benefit of the recipients of

options and RSUs and our shareholders. There was an aggregate of 3,921,842 options and 462,356 RSUs outstanding as at December 31, 2024 (not taking into account options and RSUs

voided or forfeited). See “Item 6. Directors, Senior Management and Employees – B. Compensation of Directors and Executive Officers” for additional information on these options and

RSUs.

In the future, we may raise capital through debt or equity offerings. Upon bankruptcy or liquidation, holders of our debt securities and preferred shares and other creditors will

receive a distribution of our assets prior to the holders of our ordinary shares. Our preference shares, if any were issued, may have a preference on distributions and dividend payments,

which could limit our ability to pay dividends to the holders of our ordinary shares. Future debt or equity offerings may dilute our existing shareholders and or may reduce the market

price of our ordinary shares.

We have previously identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial

statements. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a

result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.

We are subject to Section 404 of the Sarbanes-Oxley Act, which requires that beginning with our second annual report on Form 20-F, which will be the annual report for the year

ended December 31, 2025, (i) we include a report from our management on our internal control over financial reporting and (ii) our independent registered public accounting firm must

attest to and report on the effectiveness of our internal control over financial reporting.

As disclosed in our registration statement on Form 20-F filed with the SEC on March 27, 2024, as amended by our Amendment No. 1 to Registration Statement on Form 20-F, filed

with the SEC on April 1, 2024, we have identified three material weaknesses in the internal control over financial reporting. The material weaknesses identified relate to (i) not having a

sufficient number of personnel with an appropriate level of IFRS accounting skills, SEC reporting knowledge and experience and training in internal controls over financial reporting; (ii)

not having sufficient information technology controls and documentation; and (iii) the review process over assumptions and inputs used in several key accounting estimates.

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In 2024, with the support of advisors and under supervision of the Chief Financial Officer and the Audit Committee, we implemented a plan to remediate the aforementioned material

weakness. The plan to remediate these material weaknesses includes (i) establishing a formal process to evaluate the design and implementation of the internal controls over financial

reporting, (ii) designing and implementing controls based on that evaluation, and (iii) recruiting more qualified personnel, performing skills gap analysis and training within our existing

finance organisation to strengthen the financial reporting function.

We continue to work closely with our advisors to evaluate the design and operating effectiveness of the internal controls over financial reporting, and to provide necessary training

across the organisation. However, as we are not required to include a report from management on the internal control over financial reporting until the second annual report on Form 20-F,

neither our management nor our independent registered public accounting firm has conducted a comprehensive assessment of our internal control over financial reporting for the

purposes of identifying and reporting any material weakness or significant deficiency in internal control over financial reporting. Therefore, we cannot assure that all material weaknesses

have been identified, or that additional material weaknesses will not be identified in the future.

While we are actively working to remediate the material weaknesses as quickly and efficiently as possible, we cannot provide an estimate of costs expected to be incurred in

connection with the ongoing testing, formalising and implementation of updated procedures. Additional remediation measures may be time consuming, costly and might place significant

demands on our financial, management, and operational resources. If we are unable to successfully and timely remediate these material weaknesses and/or if we fail to maintain effective

internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have

effective internal control over financial reporting in accordance with Section 404, to meet our reporting obligations, avoid material misstatements in our financial statements, or anticipate

and identify accounting issues or other financial reporting risks that could materially impact our consolidated financial statements.

Even if our management concludes that our internal control over financial reporting is effective, the independent registered public accounting firm, after conducting its own

independent testing, may issue a report that is adverse if it is not satisfied with our internal controls or the level at which the controls are documented, designed, operated, or reviewed,

or if it interprets the relevant requirements differently than we do.

If we fail to achieve and maintain an effective internal control environment, we could potentially suffer material misstatements in our financial statements and fail to meet our

reporting obligations, which could cause shareholders to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of

operations and financial condition, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to

increased risk of fraud or misuse of corporate assets and could subject us to potential delisting from the NYSE, regulatory investigations and civil or criminal sanctions, which could

harm our business and financial condition, and which would require additional financial and management resources. We may also be required to restate our financial statements from

prior periods.

The historical financial information in this Annual Report may make it difficult to accurately predict our costs of operations in the future.

Some of the historical financial information in this Annual Report does not reflect the added costs we have incurred and will incur as a U.S. listed public company or the resulting

changes that have occurred in our capital structure and operations as a result of the NYSE Listing. Furthermore, it does not reflect additional costs as a result of our Redomiciliation to

Singapore and the re-domiciliation of certain of our subsidiaries to Singapore. For more information on our historical financial information, see “Item 5. Operating and Financial Review

and Prospects – A. Operating Results” and our consolidated financial statements included elsewhere in this Annual Report.

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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

We are a Singapore public company limited by shares with company registration number (UEN) 202440137E and the legal name “Hafnia Limited”. We redomiciled from Bermuda to

Singapore with effect from October 1, 2024 by way of a discontinuance from Bermuda and continuance into Singapore pursuant to Section 132G of the Bermuda Companies Act. Prior to

the Redomiciliation, we were an exempted company limited by shares incorporated under the laws of Bermuda on April 29, 2014. We have operated under the name Hafnia Limited from

January 16, 2019 to the date of this Annual Report, under the name BW Tankers Limited from February 13, 2018 to January 16, 2019, and under the name BW Pacific Limited from our

incorporation on April 29, 2014 to February 13, 2018. We are a holding company, and all of our operations are performed through our subsidiaries.

Our current corporate organisation is the result of a 2019 merger between Hafnia Tankers and BW Tankers. The merger, completed on January 16, 2019, was carried out by way of a

triangular merger, where Hafnia Tankers first merged with BW Tankers Corporation (a wholly-owned subsidiary of BW Tankers) with BW Tankers Corporation being the surviving and

continuing entity. Thereafter, on January 21, 2019, BW Tankers Corporation merged with BW Tankers (which changed its name to Hafnia Limited with effect from January 16, 2019) in a

statutory parent and subsidiary short form merger with BW Tankers being the surviving and continuing entity.

On November 8, 2019, our shares commenced trading on Oslo Axess under the ticker code “HAFNIA.” On April 30, 2020, we were transferred from Oslo Axess to Oslo Børs and

began trading under the ticker code “HAFNI.” On February 28, 2023, we began trading on the OTCQX® Best Market, New York, under the ticker (OTCQX: HAFNF). On April 9, 2024, our

shares ceased trading on the OTCQX® Best Market and listed on the NYSE under the ticker symbol “HAFN”.

The business, assets and liabilities of Hafnia Limited and its subsidiaries immediately after the Redomiciliation were the same as Hafnia Limited immediately before the

Redomiciliation on a consolidated basis, as well as our financial year. In addition, the directors and executive officers of Hafnia Limited immediately after the Redomiciliation were the

same individuals who were directors and executive officers, respectively, of Hafnia Limited immediately prior to the Redomiciliation. Currently, our principal executive office is located at

10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438.

You can reach us in our Singapore office at +65 6434 3770. Our agent for service of process in the United States is Hafnia US, LLC and its address is c/o Corporation Service

Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, United States. We also have offices in Copenhagen (Denmark), Houston (United States), Mumbai

(India), Dubai (United Arab Emirates) and Monaco.

Our website is https://www.hafnia.com/. Information contained on our website does not constitute part of and is not incorporated by reference into this Annual Report. We have

included our website address in this Annual Report solely as an inactive textual reference. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and

information statements, and other information regarding issuers that file electronically with the SEC. None of the information contained on, or that can be accessed through, these

websites are incorporated into or forms a part of this Annual Report.

Vessel acquisitions and divestments

We are committed to a strategy of continuous fleet renewal and therefore complete divestments and acquisitions of vessels from time to time to ensure that our Hafnia Fleet is

optimally structured.

In the period from January 1, 2025 until the date of this Annual Report, we have not acquired any vessels (excluding the acquisition of vessels by the utilisation of purchase options

in our sale and lease-back arrangements); however, we have taken delivery of one newbuild MR vessel in our Ecomar Joint Venture (as defined below).

In 2024, we divested two vessels and we did not acquire any vessels (excluding the acquisition of vessels by the utilisation of purchase options in our sale and lease-back

arrangements). Our Vista Joint Venture (defined below) took delivery of one newbuild LR2-vessel. In 2023, we divested six vessels and acquired four vessels which were named Hafnia

Atlantic, Hafnia Pacific, Hafnia Pioneer and Hafnia Valentino. Additionally, our Vista Joint Venture took delivery of three newbuild LR2-vessels.

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In 2022, we acquired 44 new vessels (through the acquisition of 12 product tankers from Scorpio Tankers Inc. (“Scorpio”) and the acquisition of the CTI Fleet in the CTI Transaction

both as described below) and divested 18 vessels. Eight of the vessels divested in 2022 were stainless steel vessels acquired by us in connection with the CTI Transaction. We divested

these non-core assets to Ace Tankers Management B.V. In addition to these eight vessels, we divested four LR1 and six Handy vessels in line with our ongoing fleet renewal strategy.

We note that the above does not include any vessel acquisition pursuant to purchase options or purchase obligations in our sale and lease-back arrangements. Our sale and lease-

back arrangements are further described in “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Financing Arrangements”.

Acquisition of Chemical Tankers Inc.’s fleet of vessels

On January 27, 2022, we completed the acquisition of 32 modern-fuel efficient chemical and product tanker vessels (the “CTI Fleet”) through the acquisition of Chemical Tankers

Inc. and its subsidiaries (“CTI”) (the “CTI Transaction”). Immediately after closing of the CTI Transaction, we transferred all shares in CTI to our wholly-owned subsidiary Hafnia

Holding II Limited. As consideration for the acquisition, the shareholders of CTI received 99,199,394 shares in Hafnia. The consideration shares consisted of a combination of existing

shares and newly issued shares. The vessels in the CTI Fleet were built between 2015 and 2017. As described above, we have divested eight of the vessels acquired in the CTI

Transaction. The remaining 24 vessels have been included in our Hafnia Fleet and now operate in our Chemical-MR Pool and Chemical-Handy Pool.

Acquisition of 12 LR1 product tankers from Scorpio Tankers Inc.

On January 27, 2022, we announced our acquisition of a fleet of 12 LR1 product tankers from Scorpio. The total consideration paid to Scorpio for the vessels was $413.8 million. The

vessels were built in 2015 (1) and 2016 (11) in South Korea. On February 24, 2022, we (as guarantor) and our subsidiary, Hafnia Pools Pte. Ltd. (as charterer), entered into a sale and lease-

back agreement with ICBC Financial Leasing Co., Ltd. (“ICBCL”) for the financing of these vessels. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and

Capital Resources” for additional information on this financing arrangement. We have delivered all vessels to ICBCL and all vessels have been bareboat chartered back to our subsidiary

Hafnia Pools Pte. Ltd.

Joint Ventures

Vista Joint Venture

We are joint venture partners with CSSC (Hong Kong) Shipping Company Limited (“CSSC”) in Vista Shipping Pte. Ltd. (“Vista Shipping”) (the “Vista Joint Venture”). The Vista Joint

Venture builds and operates LR1 and LR2 product tanker vessels. Vista Shipping and several of the subsidiaries of Vista Shipping were initially incorporated in Marshall Islands;

however, these companies have been redomiciled to Singapore. We and CSSC have joint control over the Vista Joint Venture and each have 50% ownership interest. In accordance with

the agreement under which the Vista Joint Venture was established, we and CSSC have agreed to provide shareholder loans in proportion to our interest to finance the newbuild program

in the Vista Joint Venture. As at the date of this Annual Report, the fleet of the Vista Joint Venture comprises six LR1 vessels and four LR2 vessels. The LR1 vessels are trading in the

Hafnia LR1 Pool. The LR2 vessels are chartered to Total or Equinor on long-term time charters.

Andromeda Joint Venture

We are joint venture partners with Andromeda Shipholdings Ltd. (“Andromeda Shipholdings”) in H&A Shipping Pte. Ltd. (“H&A Shipping”) (the “Andromeda Joint Venture”). We

and Andromeda Shipholdings have joint control over the Andromeda Joint Venture and each have 50% ownership interest. H&A Shipping and its subsidiaries Green Stars Shipping Pte.

Ltd. and Yellow Star Shipping Pte. Ltd. were initially incorporated in Marshall Islands, but were redomiciled to Singapore in 2024. In accordance with the agreement under which the

Andromeda Joint Venture was established, we and Andromeda Shipholdings have agreed to provide shareholder loans in proportion to our interest to finance the newbuild program in

the Andromeda Joint Venture. The fleet of the Andromeda Joint Venture comprises two MR vessels; Yellow Stars and PS Stars. Both vessels are time chartered to Clearlake on long-term

time charters.

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Ecomar Joint Venture

We are joint venture partners with Socatra in Ecomar Shipholding SAS (the “Ecomar Joint Venture”). We and Socatra each have 50% ownership interest. The Ecomar Joint Venture is

managed in France and controlled by a Management Committee primarily comprising persons living in France. Ecomar Shipholding SAS has four wholly-owned subsidiaries; Ecomar

Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS, all of which are incorporated in France.

In connection with the Ecomar Joint Venture, we have ordered four newbuild MR vessels from GSI (as defined below). The shipbuilding contracts relating to these vessels were

originally entered into between Hafnia SG Pte. Ltd. and the yard but were novated to the Ecomar Joint Venture in October 2023 and subsequently novated from Ecomar Shipholding SAS

to each of Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS in June 2024. In accordance with the agreement under which the Ecomar Joint Venture was

established, we and Socatra have agreed to provide shareholder loans in proportion to our interest to finance the newbuild program in the Ecomar Joint Venture. Each of the four vessels

in the Ecomar Joint Venture will be time chartered to Total on long-term time charters. As at the date of this Annual Report, one of the four vessels has been delivered to the Ecomar Joint

Venture with the delivery of two additional vessels expected in 2025 and one in 2026.

Seascale Energy Joint Venture

On February 19, 2025, we entered into an agreement Cargill to form the joint venture Seascale Energy Pte. Ltd. (the “Seascale Energy Joint Venture”) that will combine the bunker

business of both companies. Subject to obtaining regulatory approval, we and Cargill will own 50% of the outstanding equity in the Seascale Energy Joint Venture. The Seascale Energy

Joint Venture is incorporated in Singapore and will be controlled under a dual-CEO structure where both we and Cargill are represented. Seascale Energy Joint Venture is expected to

become one of the ten largest bunker procurement companies. Subject to obtaining required regulatory approval, the Seascale Joint Venture is scheduled to commence operations in the

second quarter of 2025. Over 25 team members from Cargill and Hafnia will operate in the Seascale Energy Joint Venture from offices in Singapore, Geneva, Copenhagen and Houston.

Alternative Investments

In addition to investments in vessels, we have made and will from time to time make alternative investments, such as investments in start-ups or investments in certain projects or

companies. In the past, we have for example invested in projects relating to the production of green energy and projects regarding development of technologies which can possibly be

used in our business in a short, medium, or long term perspective. We do not consider these investments a material part of our business.

Pools

For information regarding our Pools, see “Item 4. Information on the Company – B. Business Overview – Our Business.”

Our Hafnia Fleet

For information regarding our Hafnia fleet, including the development of our Hafnia fleet, see “Item 4. Information on the Company – B. Business Overview – Our Business.”

Recent Developments

In January 2025, we repurchased 5,245,557 shares at $27.6 million in aggregate principal amount.

On January 13, 2025, we exercised the purchase option on an MR vessel (Hafnia Tanzanite) under the sale and lease-back arrangement with CSSC. On January 14, 2025, we exercised

the purchase option on an MR vessel (Hafnia Tourmaline) under the sale and lease-back arrangement with CSSC.

On January 14, 2025, we, through the Ecomar Joint Venture, took delivery of an MR vessel, Ecomar Gascogne.

On February 19, 2025, we announced a new joint venture, the Seascale Energy Joint Venture, in partnership with Cargill.

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On March 19, 2025, we announced the award of share options to senior management and key employees. See “Item 6. Directors, Senior Management and Employees – B.

Compensation of Directors and Executive Officers” for a description of these options.

On March 19, 2025, we announced the resignation of Director Erik Bartnes, effective as of our annual general meeting on May 14, 2025.

On April 15, 2025, we issued the notice for our annual general meeting on May 14, 2025, which stated Director Erik Bartnes and Nomination Committee Chair Sophie Smith would be

stepping down from their respective positions. The appendix to the notice included recommendations from the Nomination Committee for their replacements. Subject to shareholder

approval at the annual general meeting, the proposed candidates will be elected to the Board of Directors and Nomination Committee respectively.

B. Business Overview

We are one of the world’s largest operators of chemical and product tankers and provide transportation of oil and oil products to leading international oil companies and national oil

companies, major chemical companies, as well as trading and utility companies. The vessels in our Combined Fleet primarily transport petroleum products and chemicals and operate

globally and throughout the whole year. See below for additional information on our Combined Fleet.

Competitive Landscape

We operate in markets that are highly competitive and highly influenced by supply and demand. We compete against other owners and operators of chemical and product tankers in

a market where ownership is highly fragmented and our competitors include other publicly listed companies, major oil companies, state-controlled entities and private ship-owners.

We compete for charters on the basis of price, vessel location, size, age and condition of the product tankers as well as our reputation as an operator. Competition is also affected

by the availability of other vessels which can compete in the trades in which we engage.

Seasonality

We operate the vessels in our Combined Fleet in markets that have historically had seasonal variations in demand, and as a result thereof, variations in charter rates. Seasonal peaks

in demand for oil and products we transport can broadly be classified into two main categories; (i) increased demand prior to the winters in the northern hemisphere due to increases in

heating oil consumption and (ii) increased demand for gasoline prior to summer driving season in the United States. Unpredictable weather conditions and variations in oil supply may

disrupt our scheduling. These seasonal variations may result in quarter-to-quarter volatility in our operating results as many of the vessels in our Combined Fleet operate in the spot

market.

Our Business

As at December 31, 2024, we operated a Combined Fleet of 207 vessels (including the Hafnia Fleet (Hafnia Vessels, TC Vessels and JV Vessels), Pool Vessels and other commercially

managed third-party vessels) of which 103 are Hafnia Vessels; 10 are TC Vessels and 16 are JV Vessels (including four newbuilds ordered in our Ecomar Joint Venture). All Hafnia Vessels

and TC Vessels are owned, leased (sale and lease-back arrangement) or time chartered-in by our subsidiaries. We have three vessel-owning joint ventures which as at December 31, 2024

operated 12 JV Vessels and had four newbuilds on order. In addition to our Hafnia Fleet, as at December 31, 2024, we operated 75 Pool Vessels owned by third parties through our Pools

and from time to time commercially manage additional vessels for third parties.

We have in-house commercial and technical vessel management operations. We provide in-house commercial management to all of the vessels in our Combined Fleet apart from the

vessels in the Andromeda Joint Venture and, as at December 31, 2024, provided in-house technical management for 57 of our Hafnia Vessels and JV Vessels with the remaining 58 Hafnia

Vessels and JV Vessels being managed by third-party technical managers. The vessels in our Hafnia Fleet primarily trade through our Pools; however, we charter certain Hafnia Vessels,

JV Vessels and TC Vessels directly to customers on time charters or voyage charters.

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Our Combined Fleet operates globally, with a total carrying capacity of 8.1 million dwt as at December 31, 2024, and when compared to worldwide dwt as at April 1, 2025 as further

detailed in the subsection “Industry” below, has a current market share of 4.3% of operated product tankers worldwide within the segments in which we operate. As at December 31,

2024, the vessels in our Hafnia Fleet had an average age of approximately 3.9 years (LR2), 9.1 years (LR1), 9.3 years (MR) and 9.5 years (Handy), compared to the world LR2, LR1, MR,

and Handy fleets’ average age as at April 1, 2025 of approximately 10.9, 15.5, 13.3 and 17.5 years, respectively.

The vessels in our Hafnia Fleet are divided into four main operating segments which are based on the size and type of the vessels:

• Long Range II (“LR2”) (85,000 – 124,999 dwt)

• Long Range I (“LR1”) (55,000 – 84,999 dwt)

• Medium Range (“MR”) (40,000 – 54,999 dwt)

• Handy size (“Handy”) (25,000 – 39,999 dwt)

Additionally, we have in recent years from time to time, including through our Pools, operated vessels in two additional market segments:

• Stainless steel 25k (“Stainless” or “Chemical-Stainless”) (25,000 dwt)

• Small, Intermediate and City tankers, all of which we jointly refer to as “Specialised” size (5,000-19,999 dwt).

The vessels in the Hafnia Fleet operate in all of the above-mentioned main operating segments (i.e., not in the Stainless and Specialised segments).

As at December 31, 2024, our Combined Fleet consists of the following vessels:

Combined Fleet

Hafnia Fleet

Hafnia

Vessels

(Owned)

Hafnia

Vessels

(Sale and

lease-back) TC Vessels JV Vessels Total

Commercial

management

(including Pool

Vessels) Total

Fleet NB

Total Fleet NB

Total

Specialised — — — — — — — — — — — — — — — 16 — 16 16 — 16

Handy 17 — 17 7 — 7 — — — — — — 24 — 24 10

(1)

— 10 34 — 34

MR 47 — 47 2 — 2 7 — 7 2

(4)

(5)

6 58 4 62 36

(2)

— 36 94 4 98

LR1 9 — 9 15 — 15 3 — 3 6

(6)

— 6 33 — 33 13

(3)

— 13 46 — 46

LR2 6 — 6 — — — — — — 4

(6)

— 4 10 — 10 3 — 3 13 — 13

Total 79 — 79 24 — 24 10 — 10 12 4 16 125 4 129 78 — 78 203 4 207

*Newbuilds

(1) Inclusive of vessels in Handy and Chemical-Handy Pool.

(2) Inclusive of vessels in MR and Chemical-MR Pool.

(3) Inclusive of vessels in LR1 and Panamax Pool.

(4) Owned through 50% ownership in the Andromeda Joint Venture.

(5) Owned through 50% ownership in the Ecomar Joint Venture.

(6) Owned through 50% ownership in the Vista Joint Venture.

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Our Hafnia Fleet

See below for additional information on the vessels in our Hafnia Fleet:

Long range tankers (LR2)

As at December 31, 2024, our Hafnia Fleet comprised 10 LR2 vessels: six Hafnia Vessels and four JV Vessels. The LR2s can carry a wide range of oil and oil products, which includes

gasoline, diesel, naphtha, kerosene, fuel, crude oil, etc. The following table presents certain key information with respect to the LR2s in our Hafnia Fleet:

Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Despina

Jan-19

Daehan

109,990

Singapore

100%

LR2 Pool

Hafnia Galatea Mar-19 Daehan 109,990 Singapore 100% LR LR2 Pool

Hafnia Languedoc Mar-23 GSI 109,999 Singapore 50%

(1)

DNV Time Charter

Hafnia Larissa Apr-19 Daehan 109,990 Singapore 100% LR LR2 Pool

Hafnia Larvik Oct-23 GSI 99,999 Singapore 50%

(1)

DNV Time Charter

Hafnia Lillesand Feb-24 GSI 89,999 Singapore 50%

(1)

DNV Time Charter

Hafnia Loire May-23 GSI 109,999 Singapore 50%

(1)

DNV Time Charter

Hafnia Neso Jul-19 Daehan 99,999 Singapore 100% LR LR2 Pool

Hafnia Thalassa Sep-19 Daehan 109,990 Singapore 100% LR LR2 Pool

Hafnia Triton Oct-19 Daehan 109,990 Singapore 100% LR LR2 Pool

Total (10 vessels) 1,059,945

(*) In the above table, Daehan refers to Daehan Shipbuilding Co., Ltd. and GSI refers to Guangzhou Shipyard International Co. Ltd.

(**) For a discussion regarding Classification Society, see the below section “– Classification Societies”.

(1) Owned through the Vista Joint Venture.

Long range tankers (LR1)

As at December 31, 2024, our Hafnia Fleet comprised 33 LR1 vessels: 24 Hafnia Vessels, three TC Vessels, and six JV Vessels. The LR1s carry a wide range of oil and oil products

which includes gasoline, diesel, naphtha, kerosene, fuel, crude oil, etc. The following table presents certain key information with respect to the LR1s in our Hafnia Fleet.

Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Africa

May-10

STX

74,540

Singapore

SLB

(1)

DNV

Panamax Pool

Hafnia Asia Jun-10 STX 74,490 Malta SLB

(1)

DNV Panamax Pool

Hafnia Australia May-10 STX 74,540 Singapore SLB

(1)

DNV Panamax Pool

Hafnia Beijing Oct-19 GSI 74,999 Malta 50%

(2)

DNV LR1 Pool

Hafnia Exceed Feb-16 STX 74,665 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Excel Nov-15 STX 74,547 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Excellence May-16 STX 74,613 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Excelsior Jan-16 STX 74,665 Singapore SLB

(1)

ABS LR1 Pool

Hafnia Executive May-16 STX 74,319 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Expedite Jan-16 STX 74,634 Singapore SLB

(1)

ABS LR1 Pool

Hafnia Experience Mar-16 STX 74,670 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Express May-16 STX 74,663 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Guangzhou Jul-19 GSI 74,999 Malta 50%

(2)

DNV LR1 Pool

Hafnia Hong Kong Jan-19 GSI 74,999 Malta 50%

(2)

DNV LR1 Pool

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Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Kallang

Jan-17

STX

74,189

Singapore

100%

LR1 Pool

Hafnia Nanjing Jan-21 GSI 74,999 Singapore 50%

(2)

DNV LR1 Pool

Hafnia Nile Aug-17 STX 69,999 Singapore 100% LR LR1 Pool

Hafnia Pioneer Jun-13 DSME 74,999 Singapore 100% LR LR1 Pool

Hafnia Precision Oct-16 SPP 74,997 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Prestige Nov-16 SPP 74,997 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Pride Jul-16 SPP 74,997 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Providence Aug-16 SPP 74,997 Singapore SLB

(1)

DNV LR1 Pool

Hafnia Seine May-08 Dalian 74,998 Singapore 100% ABS LR1 Pool

Hafnia Shanghai Jan-19 GSI 74,999 Malta 50%

(2)

DNV LR1 Pool

Hafnia Shenzhen Aug-20 GSI 74,999 Singapore 50%

(2)

DNV LR1 Pool

Hafnia Shinano Oct-08 Dalian 74,998 Singapore 100% DNV Time Charter

Hafnia Tagus Mar-17 STX 74,189 Singapore 100% LR LR1 Pool

Hafnia Yangtze Jan-09 Dalian 74,996 Singapore 100% ABS Time Charter

Hafnia Yarra Jul-17 STX 74,189 Singapore 100% LR LR1 Pool

Hafnia Zambesi Jan-10 Dalian 76,578 Singapore 100% ABS LR1 Pool

Karimata Aug-19 Onomichi 79,885 Panama TC-in

(3)

ABS LR1 Pool

Peace Victoria Oct-19 Tsuneishi 77,378 Liberia TC-in

(3)

LR LR1 Pool

Sunda Jul-19 Onomichi 79,902 Panama TC-in

(3)

ABS LR1 Pool

Total (33 vessels) 2,476,624

(*) In the above table, STX refers to K Shipbuilding Co. Ltd. (formerly “STX Offshore and Shipbuilding Co. Ltd.”); GSI refers to Guangzhou Shipyard International Co. Ltd.; DSME

refers to Daewoo Shipbuilding & Marine Engineering Co., Ltd., Dalian refers to Dalian Shipbuilding Industry; Tsuneishi refers to Tsuneishi Group (Zhoushan) Shipbuilding Inc.;

Onomichi refers to Onomichi Dockyard Co. Ltd., and SPP refers to SPP Shipbuilding Co. Ltd.

(**) For a discussion regarding Classification Society, see the below section “– Classification Societies”.

(1) SLB = Sale and lease-back.

(2) Owned through our Vista Joint Venture.

(3) TC-in = Time charter in.

Medium range tankers (MR)

As at December 31, 2024, our Hafnia Fleet comprised 58 MR vessels: 47 Hafnia Vessels, seven TC Vessels and two JV Vessels. The MRs carry a wide range of oil and oil products

which includes gasoline, diesel, naphtha, kerosene, vegetable oil, fuel, crude oil, easy chemicals, etc. The following table presents certain key information with respect to the MRs in our

Hafnia Fleet.

Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Basset

Nov-19

JMU

49,875

Singapore

TC-in

(1)

ClassNK

MR Pool

Beagle Mar-19 JMU 49,850 Panama TC-in

(1)

ClassNK MR Pool

Boxer Jun-19 JMU 49,852 Singapore TC-in

(1)

ClassNK MR Pool

Bulldog Feb-20 JMU 49,856 Singapore TC-in

(1)

ClassNK MR Pool

BW Kestrel Aug-15 SPP 49,999 Singapore 100% ABS Time Charter

BW Merlin Sep-15 SPP 49,999 Singapore 100% DNV Time Charter

BW Wren Mar-16 SPP 49,999 Singapore 100% DNV MR Pool

Challenge Procyon Apr-11 SKDY 45,996 Singapore TC-in

(1)

ClassNK MR Pool

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Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Andrea

Jun-15

HMD

49,999

Singapore

100%

ABS

MR Pool

Hafnia Andromeda May-11 GSI 49,999 Malta 100% LR MR Pool

Hafnia Ane Nov-15 GSI 49,999 Malta 100% DNV Time Charter

Hafnia Atlantic Dec-17 GSI 49,614 Singapore 100% LR Chemical-MR Pool

Hafnia Bobcat Aug-14 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Caterina Aug-15 HMD 49,999 Singapore 100% ABS MR Pool

Hafnia Cheetah Feb-14 SPP 49,999 Singapore 100% ABS Time Charter

Hafnia Cougar Jan-14 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Crux Feb-12 GSI 49,999 Denmark 100% LR MR Pool

Hafnia Daisy Aug-16 GSI 49,999 Malta 100% DNV Time Charter

Hafnia Eagle Jul-15 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Egret Nov-14 SPP 49,999 Singapore 100% ABS MR Pool

Hafnia Falcon Feb-15 SPP 49,999 Singapore 100% ABS Time Charter

Hafnia Hawk Jun-15 SPP 49,999 Singapore 100% ABS MR Pool

Hafnia Henriette Jun-16 GSI 44,999 Malta 100% DNV MR Pool

Hafnia Jaguar Mar-14 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Kirsten Jan-17 GSI 39,999 Malta 100% DNV MR Pool

Hafnia Lene Jul-15 GSI 50,000 Malta 100% DNV Time Charter

Hafnia Leo Nov-13 GSI 49,999 Malta 100% LR MR Pool

Hafnia Leopard Jan-14 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Libra May-13 GSI 49,999 Denmark 100% LR MR Pool

Hafnia Lioness Jan-14 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Lise Sep-16 GSI 49,876 Malta 100% DNV Time Charter

Hafnia Lotte Jan-17 GSI 49,999 Malta 100% DNV MR Pool

Hafnia Lupus Apr-12 GSI 49,999 Denmark 100% LR MR Pool

Hafnia Lynx Nov-13 SPP 49,999 Singapore 100% LR MR Pool

Hafnia Mikala May-17 GSI 49,999 Malta 100% DNV MR Pool

Hafnia Myna Oct-15 SPP 49,999 Singapore 100% LR Time Charter

Hafnia Nordica Mar-10 SKDY 53,520 Malta 100% ClassNK MR Pool

Hafnia Osprey Oct-15 SPP 49,999 Singapore 100% DNV MR Pool

Hafnia Pacific Dec-17 GSI 44,999 Singapore 100% LR Chemical-MR Pool

Hafnia Panther Jun-14 SPP 44,999 Singapore 100% LR MR Pool

Hafnia Petrel Jan-16 SPP 49,999 Singapore 100% DNV Time Charter

Hafnia Phoenix Jul-13 GSI 44,999 Denmark 100% LR MR Pool

Hafnia Puma Nov-13 SPP 49,999 Singapore 100% ABS Time Charter

Hafnia Raven Nov-15 SPP 49,999 Singapore 100% DNV MR Pool

Hafnia Swift Jan-16 SPP 49,999 Singapore 100% DNV Time Charter

Hafnia Tanzanite Nov-16 STX 49,478 Marshall Islands SLB

(2)(4)

ABS Chemical-MR Pool

Hafnia Taurus Jun-11 GSI 49,999 Malta 100% LR MR Pool

Hafnia Tiger Mar-14 SPP 44,999 Singapore 100% LR MR Pool

Hafnia Topaz Jul-16 STX 44,999 Marshall Islands 100% ABS Chemical-MR Pool

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Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Tourmaline

Oct-16

STX

49,513

Marshall Islands

SLB

(2)(4)

ABS

Chemical-MR Pool

Hafnia Turquoise Apr-16 STX 49,516 Marshall Islands 100% ABS Chemical-MR Pool

Hafnia Valentino May-15 HVS 49,126 Singapore 100% DNV Chemical-MR Pool

Hafnia Violette Mar-15 HVS 49,126 Marshall Islands 100% ABS Chemical-MR Pool

Hafnia Viridian Jan-15 HVS 49,126 Marshall Islands 100% ABS Chemical-MR Pool

Orient Challenge Jun-17 HVS 49,972 Singapore TC-in

(1)

ClassNK MR Pool

Orient Innovation Jul-17 HVS 49,997 Singapore TC-in

(1)

ClassNK MR Pool

PS Stars Jan-22 HMD 49,999 Marshall Islands 50%

(3)

LR Time Charter

Yellow Stars Jul-21 HMD 49,999 Marshall Islands 50%

(3)

LR Time Charter

Total (58 vessels) 2,854,251

(*) In the above table, JMU refers to Japan Marine United Corporation; SPP refers to SPP Shipbuilding Co. Ltd.; GSI refers to Guangzhou Shipyard International Co. Ltd.; SKDY refers

to Shin Kurushima Dockyard Co. Ltd.; STX refers to K Shipbuilding Co. Ltd. (formerly “STX Offshore and Shipbuilding Co. Ltd”); HVS refers to Hyundai-Vietnam Shipbuilding

Co. Ltd. (formerly “Hyundai Vinashin Shipyard Co. Ltd.”); and HMD refers to Hyundai Mipo Dockyard Co. Ltd.

(**) For a discussion regarding Classification Society, see the below section “Classification Societies”.

(1) TC-in = Time charter-in.

(2) SLB = Sale and lease-back.

(3) Owned through the Andromeda Joint Venture.

(4) As at December 31, 2024, these vessels were bareboat chartered in under a sale and lease-back arrangement with CSSC (HK); however, we exercised purchase options on these

vessels in January 2025 and at the date of the Annual Report have a 100% ownership interest in these vessels.

Handy tankers (Handy)

As at December 31, 2024, our Hafnia Fleet comprised 24 Handy vessels, all of which are Hafnia Vessels. Our Handy vessels carry a wide range of oil and oil products which includes

gasoline, diesel, naphtha, kerosene, vegetable oil, fuel, crude oil, easy chemicals, etc. The following table presents certain key information with respect to the Handy vessels in our

Hafnia Fleet.

Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Achroite

Jan-16

HMD

38,506

Marshall Islands

100%

ABS

Chemical-Handy Pool

Hafnia Adamite Sep-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Alabaster Nov-15 HMD 38,506 Marshall Islands 100% ABS Time Charter

Hafnia Almandine Feb-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Amazonite May-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Amber Feb-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Amessi Jul-15 HMD 38,506 Singapore SLB

(1)

ABS Chemical-Handy Pool

Hafnia Amethyst Mar-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Ametrine Apr-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Ammolite Aug-15 HMD 38,506 Singapore SLB

(1)

ABS Chemical-Handy Pool

Hafnia Andesine May-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Aquamarine Jun-15 HMD 38,506 Singapore SLB

(1)

ABS Chemical-Handy Pool

Hafnia Aragonite Oct-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Aronaldo Jun-15 HMD 38,506 Marshall Islands SLB

(1)

ABS Chemical-Handy Pool

Hafnia Aventurine Apr-15 HMD 38,506 Marshall Islands 100% ABS Chemical-Handy Pool

Hafnia Axinite Jul-15 HMD 38,506 Singapore SLB

(1)

ABS Chemical-Handy Pool

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Vessel Name

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Employment

Type

Hafnia Azotic

Sep-15

HMD

38,506

Marshall Islands

SLB

(1)

ABS

Chemical-Handy Pool

Hafnia Azurite Aug-15 HMD 38,506 Singapore SLB

(1)

ABS Chemical-Handy Pool

Hafnia Bering Apr-15 HMD 39,067 Singapore 100% LR Handy Pool

Hafnia Magellan May-15 HMD 39,067 Singapore 100% LR Handy Pool

Hafnia Malacca Jul-15 HMD 39,067 Singapore 100% LR Handy Pool

Hafnia Soya Nov-15 HMD 39,067 Singapore 100% LR Time Charter

Hafnia Sunda Sep-15 HMD 39,067 Singapore 100% LR Handy Pool

Hafnia Torres May-16 HMD 39,067 Singapore 100% LR Handy Pool

Total (24 vessels) 927,510

(*) In the above table, HMD refers to Hyundai Mipo Dockyard Co. Ltd.

(**) For a discussion regarding Classification Society, see the below section “Classification Societies”.

(1) SLB = Sale and lease-back.

Newbuilds

As at December 31, 2024, our Ecomar Joint Venture had four newbuilds on order. One vessel was delivered in January 2025. All four vessels will be employed on long-term time

charters. The shipbuilding contracts were initially entered into by us and subsequently novated to our Ecomar Joint Venture. The following table presents certain key information with

respect to the newbuilds that our Ecomar Joint Venture had on order as at December 31 2024:

Vessel Name

Type of

vessel

Month/ Year

built

Shipyard

(*)

Cargo

Capacity

(dwt)

Flag

Ownership

Classification

Society

(**)

Ecomar Gascogne

(1)

Jan-25

GSI

49,800

France

50%

(2)

Hull 21110075 (tbn. Ecomar Guyenne) MR May-25 GSI 49,800 TBD 50%

(2)

Hull 23110004 (tbn. Ecomar Garonne) MR Aug-25 GSI 49,800 TBD 50%

(2)

Hull 23110005 (tbn. Ecomar Gironde) MR Apr-26 GSI 49,800 TBD 50%

(2)

Total (4 newbuilds) 199,200

(*) GSI refers to Guangzhou Shipyard International Co. Ltd.

(**) For a discussion regarding Classification Society, see the below section “Classification Societies”.

(1) Ecomar Gascogne was delivered on January 14, 2025.

(2) Owned through the Ecomar Joint Venture.

All the shipbuilding contracts are subject to customary cancellation provisions. The newbuilds may be cancelled by us, inter alia, in the event of default by the shipbuilder due to

bankruptcy or liquidation, in which case the newbuild(s) will be cancelled against a full refund amount (including interest) which is guaranteed by a bank, and in the event of excessive

delay or vessel specification issues, in which case we will be entitled to a customary contract price reduction by way of liquidated damages or to cancel with a refund of pre-delivery

instalments together with interest depending on the circumstances. The shipbuilder will be entitled to cancel the newbuilds, inter alia, in the event of payment default by us.

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The Pools

As at December 31, 2024, we operated as a pool manager for ten commercial tanker pools: (i) the Small pool, (ii) the Intermediate pool, (iii) the City pool ((i), (ii) and (iii) together, the

“Specialised Pool”), (iv) the Handy pool for Handy vessels (the “Handy Pool”), (v) the Chemical-Handy pool for certain Handy vessels capable of carrying chemical products (the

“Chemical-Handy Pool”), (vi) the MR pool for MR vessels (the “MR Pool”), (vii) the Chemical-MR pool for certain MR vessels capable of carrying chemical products (the “Chemical-MR

Pool”), (viii) the LR1 pool for LR1 vessels (the “LR1 Pool”), (ix) the Panamax pool for Panamax vessels (the “Panamax Pool”) and (x) the LR2 pool for LR2 vessels (the “LR2 Pool”) (each

of the Specialised Pool, the Handy Pool, the Chemical-Handy Pool, the MR Pool, the Chemical-MR Pool, the LR1 Pool, the LR2 Pool and the Panamax Pool, a “Pool”, and together

collectively known as the “Pools”).

In the Pools, we commercially manage Pool Vessels (i.e., vessels owned and/or operated by third parties which are commercially managed through our Pools) in addition to vessels

from the Hafnia Fleet.

As at December 31, 2024, the Specialised Pool comprised 16 vessels, all of which were Pool Vessels; the Handy Pool comprised 12 vessels of which eight were Pool Vessels; the

Chemical-Handy Pool comprised 18 vessels of which one was a Pool Vessel; the MR Pool comprised 71 vessels of which 36 were Pool Vessels; the Chemical-MR Pool comprised nine

vessels, all of which were Hafnia Vessels; the LR1 Pool comprised 34 vessels of which six were Pool Vessels; the Panamax Pool comprised eight vessels of which five were Pool Vessels;

and the LR2 Pool comprised nine vessels of which three were Pool Vessels. We have Hafnia Vessels operating in each of the Pools except the Specialised Pool.

Pool Agreements

We operate the Pools through our pool managing entities, Hafnia Pools Pte. Ltd. and Hafnia Middle East DMCC, both of which are wholly-owned subsidiaries of ours (each a “Pool

Manager”). The Pools are operated on the basis of ten separate pool agreements, which are amended from time to time (the “Pool Agreements”). These Pool Agreements are entered into

between the respective Pool Manager and the relevant pool participants. With respect to our Hafnia Vessels and TC Vessels, the relevant Hafnia entities with ownership (or disponent

ownership) of such vessels may also constitute pool participants.

Until February 2023, we operated all the Pools as “agent-to-owner” pools, where the Pool Manager entered into contracts for the employment of the vessels as an agent to the

vessels’ respective owners. In February 2023, we changed the Handy Pool, MR Pool, LR1 Pool and the LR2 Pool to a ‘disponent-owner’ model as we believed it would lead to an

increase in efficiency and in our access to working capital facilities. We are in the process of transitioning the Chemical-Handy Pool and the Chemical-MR Pool to the ‘disponent-owner’-

model and expect this process to be completed during 2025. In connection with the transition of these two Pools to the ‘disponent-owner’ model, Hafnia Chemical Tankers Pte. Ltd. will

replace Hafnia Middle East DMCC as pool manager for the Chemical-Handy and Chemical-MR Pools. When the transition is fully complete, Hafnia Middle East DMCC will no longer be

the pool manager for any of our Pools. We are not currently planning to transition the Specialised Pool from the ‘agent-to-owner’ model to the ‘disponent-owner’ model. The Panamax

Pool was a disponent-owner Pool from its establishment.

The ‘disponent owner’ of a vessel is the person who contractually has right to use and possession of the vessel, either as owner or charterer of the vessel. Certain of the Pools are,

as stated above, structured as ‘disponent-owner’-pools where the Pool Manager is the time charterer of the vessels in the pool. Therefore, in addition to the relevant Pool Agreement,

each pool participant enters into a time charter with the relevant Pool Manager when entering their vessel in a ‘disponent-owner’-model Pool. On this basis, the relevant Pool Manager

contractually becomes the disponent owner of each of the vessels in the ‘disponent-owner’ model pools and enters into contracts for the employment of the vessels in a Pool in its own

name.

Pursuant to the Pool Agreements, each vessel is allocated a number of ‘pool points’. A vessel’s pool points are based on its earning capabilities (which is largely defined by its fuel

consumption) and may be adjusted in accordance with the terms of the Pool Agreements if, for example, the earning capacity of the vessel changes. In each pool, aggregated earnings of

all vessels are, as a general rule, distributed between all participating vessels pro rata to their pool points. Certain exceptions apply, for example, in respect of time charters exceeding 12

months, where each pool participant can elect whether to opt-in or opt-out of earnings (and losses) relating to that time charter.

Though a Pool Manager of a Pool under the ‘disponent-owner’ model has certain rights as time charterer with regard to employment and potential liabilities in connection with such

role, the Pool Manager does not recognise TCE income from any Pool Vessel or JV Vessel operating in the Pools, where the relevant pool participant that is a third party owner or joint

venture company, respectively, recognises the relevant TCE income. None of the Pool Managers benefit directly from gains or losses of revenue generated by use of the Pool Vessels or

JV Vessels, receiving only management fees. Such fees are only a small percentage of the earnings generated by vessels in the Pool.

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A pool participant may only withdraw from the pool under certain conditions and shall give notice to the relevant Pool Manager of such withdrawal in accordance with the terms of

the relevant Pool Agreement.

Pool participants are fully responsible for the financing, insurance (except insurance related to procurement of bunkers), maintenance and technical management, including

manning, of their vessels.

When the Pool Manager is acting as disponent owner of the Pool Vessels in the Pools structured as ‘disponent-owner’ pools, the Pool Manager is contractually exposed to certain

claims, including technical, operational, freight, demurrage and charterer’s liabilities as well as credit risks in relation to the pool participants, its customers, and in relation to letters of

indemnity received by the relevant Pool Manager on the discharge of cargo. Some of these risks may be substantial, including, but not limited to, claims on bills of lading if a customer

defaults or if a customer is sanctioned while the customer has cargo on board a vessel, in which case the vessel may not earn income until the issues are resolved. The Pool Agreements

for the disponent-owner Pools include provisions to mitigate these risks; however, there can be no assurance that the risks are or can be fully mitigated. In addition, as discussed above,

the Pool Manager of a disponent-owner Pool contractually passes all TCE income/losses on Pool Vessels and JV Vessels to the pool participants.

In our LR1 Pool, the vessels are separated into an A-pool and a B-pool. The B-pool comprises vessels which are 15 years or older with or without ballast water treatment systems or

which are under 15 years and do not have ballast water treatment systems. The A-pool and B-pool are not separate pools but rather notional constructs which exist in order to separate

the vessels in the LR1 Pool for the purpose of sharing of revenue, expenses, income and claims arising solely in relation to the vessels in the ‘B-pool’ in the LR1 Pool.

Management of vessels in the Pools

The Pools comprise Pool Vessels, Hafnia Vessels, JV Vessels, and TC Vessels. The vessels in the Pools are employed through a variety of maritime transportation arrangements

based on the needs of our customers including, inter alia, contracts of affreightment, time charters and voyage charters. These types of contracts are further described below in the

section “Commercial Trading of the Combined Fleet.”

Management of the Pools

Each Pool is managed by a pool board, comprising up to two representatives from each pool participant (the “Pool Board”). The Pool Board is the governing body for the Pool,

managing the responsibility for the overall strategic direction of the Pools. All decisions and resolutions of the respective Pool Boards must be approved by at least 2/3 of the pool

participants and no less than a 2/3 majority of votes cast. Each pool participant has one vote per vessel in the relevant Pool. The Pool Board meets approximately every six months and

can hold extraordinary meetings if any pool participant so requests. The Pool Board can decide on all matters relating to the Pool Agreement and can additionally give guidelines to the

Pool Manager as to how the Pool Manager shall perform its duties. Certain decisions cannot be taken by the Pool Manager without the prior approval of the Pool Board, including, but

not limited to, the committal of a vessel in the pool on time charters or consecutive voyage charter which will or may at the option of the charterer exceed 12 months (plus 30 days option)

or the Pool Manager entering into contracts of affreightment for periods longer than 12 months, any changes to the pool points of a vessel in the Pool, and/or the approval of new pool

participants and new pool vessels.

The Pool Board is complemented by the relevant Pool Manager, which as pool manager represents the Pools in external relations and oversees the day-to-day commercial operation

under the authority of the Pool Board. The Pool Manager has authority to enter into employment and other material agreements for the vessels in the relevant Pool, including forward

freight agreements and bunker hedging agreements transactions on behalf of pool participants in accordance with the terms of the relevant Pool Agreement. Additionally, the Pool

Manager performs marketing, bunker purchasing, and commercial operation of the vessels in accordance with the terms of the relevant Pool Agreement.

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Third-party vessels in the Pools

The following table presents certain key information with respect to the third-party vessels in the Pools as at December 31, 2024 and does not reflect events such as name changes,

ownership changes and Pool entries which have occurred after December 31, 2024:

Pool

Vessel name

Year

Built

Capacity

(dwt)

Pool entry Registered Owner

Flag

LR2 Pool

Norddolphin

2017

113,955

Sep-22

MT Norddolphin Shipping Management B.V.

Portugal

LR2 Pool Nordmarlin 2017 99,999 Nov-22 MT Nordmarlin Shipping Management B.V. Portugal

LR2 Pool Jag Lara 2012 105,258 Feb-24 The Great Eastern Shipping Co. Ltd India

Panamax Pool Advantage Pioneer 2011 74,552 Nov-24 Syntrend Limited Marshall Islands

Panamax Pool Amazon Falcon

(1)

2017 72,202 May-24 Meridian Marine Co. Ltd. Greece

Panamax Pool Nordic C 2009 73,767 Jul-24 Nordic Shipping Ventures S.A. Liberia

Panamax Pool Hafnia Shinano 2008 74,998 Aug-24 BW Aldrich Pte. Ltd. Singapore

Panamax Pool Hafnia Yangtze 2009 74,996 Nov-24 BW Aldrich Pte. Ltd. Singapore

LR1 Pool Bluebird 2016 74,074 Feb-17 Larine Tankers Pte. Ltd. Singapore

LR1 Pool Chemtrans Arctic 2005 73,991 Jun-20 Sparrow 2 Shipping Inc. Marshall Islands

LR1 Pool Chemtrans Baltic

(1)

2005 73,897 Aug-20 Sparrow 1 Shipping Inc. Marshall Islands

LR1 Pool Estia 2007 73,711 Apr-22 Fred Maritime S.A. Bahamas

LR1 Pool Kamome Victoria 2011 74,908 Nov-24 Shintoku Panama S.A. Panama

LR1 Pool Starling 2016 74,033 Feb-17 Larine Tankers Pte. Ltd. Singapore

MR Pool Aegean Star 2019 44,999 Jun-19 Saltini Shipping Corporation Marshall Islands

MR Pool Alpine Marina 2010 46,162 Jul-23 Tornado Navigation Inc. Marshall Islands

MR Pool Angel Star 2006 48,635 Dec-21 Selitsa Shipping Corporation Marshall Islands

MR Pool Atalanta T 2010 45,971 Jul-24 Atalanta Tankers Ltd. Marshall Islands

MR Pool Bantry Bay 2023 49,999 Dec-23 AL Tanker I Shipping Pte. Ltd. Singapore

MR Pool Centennial Matsuyama 2008 47,165 Feb-23 Meiji Shipping B.V. Malta

MR Pool Cepolis 2011 48,020 Dec-24 Clymene Shipping Limited Malta

MR Pool Chios Star 2018 49,999 Mar-19 Lousios Shipping Corporation Marshall Islands

MR Pool CMC Ancud 2014 49,990 Dec-24 MS CMC ANCUD GmbH & Co. KG Liberia

MR Pool Coetivy 2010 45,994 Oct-22 Maritime Coetivy LLC Marshall Islands

MR Pool Flora Maris 2008 50,179 Nov-24 Flora Maris Shipping Inc Panama

MR Pool Ionian Star 2019 49,999 Mar-19 Yliki Shipping Corporation Marshall Islands

MR Pool Jag Parth 2008 46,917 Nov-23 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Pooja 2005 39,994 Nov-22 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Prachi 2013 51,486 Aug-24 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Prerana 2007 47,824 Jun-22 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Priya 2010 49,999 Aug-24 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Priyanka 2013 49,990 Sep-24 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Punit 2016 49,717 Jun-22 The Great Eastern Shipping Co. Ltd. India

MR Pool Jag Pushpa 2007 47,848 Sep-22 The Great Eastern Shipping Co. Ltd. India

MR Pool Kouros 2008 49,999 Jul-17 Kouros Maritime S.A. Liberia

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Pool

Vessel name

Year

Built

Capacity

(dwt)

Pool entry

Registered Owner

Flag

MR Pool

Lysias

2008

49,999

Jun-17

Lysias Maritime S.A.

Malta

MR Pool MP MR Tanker 1 2011 49,999 Apr-21 M Pallonji Shipping Singapore Pte. Ltd. Singapore

MR Pool MP MR Tanker 2 2010 49,997 Nov-24 M Pallonji Shipping Singapore Pte. Ltd. Singapore

MR Pool MP MR Tanker 3 2010 47,962 Sep-24 M Pallonji Shipping Pvt Ltd India

MR Pool Oinoussian Star 2018 49,999 Feb-20 Louros Shipping Corporation Marshall Islands

MR Pool OKEE John T 2006 53,712 Nov-22 OKEE Ship Thirteen GmbH & Co. KG Liberia

MR Pool OKEE Ulf 2006 49,999 Nov-22 OKEE Ship Twelve GmbH & Co. KG Liberia

MR Pool Pacific Pride 2009 50,697 Oct-24 Pacific Petroleum Transportation Joint Stock Company Panama

MR Pool Philoxenia 2019 49,999 Sep-24 Formica Navigation Ltd. Marshall Islands

MR Pool PS New Orleans 2022 52,853 Oct-24 Paraiso Shipping S.A. / Shoei Kisen Kaisha Ltd Marshall Islands

MR Pool PVT Solana 2008 50,129 Dec-24 PetroVietnam Transportation Corporation Panama

MR Pool PVT Valencia 2008 47,399 Oct-24 PetroVietnam Transportation Corporation Panama

MR Pool Rich Rainbow 2021 49,999 Nov-23 Rich Ocean Shipping Inc. Panama

MR Pool Sea Eagle 2019 49,916 Nov-24 Maximus Marine Co. Marshall Islands

MR Pool Star Merlin 2007 53,755 Jun-22 Star Merlin LLC Cyprus

Handy Pool Bagheera 2014 39,999 Oct-24 Vulcan Navigation Ltd Marshall Islands

Handy Pool Harris 2009 40,960 Dec-24 Minsheng Yangzhi (Tianjin) Shipping Leasing Company Limited Singapore

Handy Pool Prelude 2007 39,988 Jun-22 Verda Enterprises Company Liberia

Handy Pool VS Glory 2006 34,671 Nov-21 Valloeby Glory Limited Isle of Man

Handy Pool VS Leia 2006 38,461 Mar-19 Valloeby Leia Limited Isle of Man

Handy Pool VS Lisbeth 2006 38,492 Apr-18 Valloeby Lisbeth Limited Isle of Man

Handy Pool VS Remlin 2003 34,530 Dec-21 Valloeby Remlin Limited Isle of Man

Handy Pool VS Spirit 2007 34,671 Mar-20 Valloeby Spirit Limited Isle of Man

Chemical-Handy Pool Chemtrans Mobile 2016 37,596 Nov-24 Nfh Fbm 231002 AS Marshall Islands

Specialised Pool Amur Star 2010 13,019 Aug-20 Valloeby Amur Star Ltd. Malta

Specialised Pool Bosnia 2008 13,273 Oct-24 Bosnia Shipping Ltd. Malta

Specialised Pool Colorado Star 2010 13,019 Aug-20 Valloeby Colorado Star Ltd. Malta

Specialised Pool Derg

(1)

2008 10,307 Oct-24 Arsland Derg Limited Malta

Specialised Pool Erne 2009 10,304 Oct-24 Arsland Erne Limited Malta

Specialised Pool Ganges Star 2010 13,013 Aug-20 Valloeby Ganges Star Ltd. Malta

Specialised Pool Kongo Star 2010 13,011 Aug-20 Valloeby Kongo Star Ltd. Malta

Specialised Pool Lamentin 2007 11,320 Jun-21 Valloeby Lamentin Ltd. Malta

Specialised Pool Lascaux 2007 11,674 Apr-22 Valloeby Lascaux Ltd. Malta

Specialised Pool Mississippi Star 2010 13,054 Aug-20 Valloeby Mississippi Star Ltd. Malta

Specialised Pool Murray Star 2011 13,006 Aug-20 Valloeby Murray Star Ltd. Malta

Specialised Pool Pechora Star 2011 13,021 Aug-20 Valloeby Pechora Star Ltd. Malta

Specialised Pool Plevne 2007 11,321 Oct-24 Plevne Shipping Ltd Malta

Specialised Pool Shannon Star 2010 13,023 Aug-20 Valloeby Shannon Star Ltd. Malta

Specialised Pool Torc 2010 13,214 Oct-24 Torc Shipping Ltd. Malta

Specialised Pool VS Lara 2006 11,276 Jun-21 Valloeby Lara Ltd. Malta

Total 75 Pool Vessels 3,437,863

(1) This vessel has been redelivered from the Pools.

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Commercial Management

From time to time we will, in addition to commercial management of third-party vessels through the Pools, perform commercial management of third-party vessels outside of the

Pools. As at December 31, 2024, we commercially managed three third-party vessels in addition to the Pool Vessels.

Commercial management of third-party vessels is typically only used when the vessels in question only need employment for a limited period of time, for example, between other

employment types or before being delivered to new owners. Because the period of commercial management is short, it is generally not practicable to place the vessel in a Pool as this

involves a much more intensive and time consuming process, whereas it is much easier to establish a commercial management structure for a single vessel. On occasion, we may also use

the commercial management structure to test-employ tonnage which may be a candidate for entering a Pool, but where we want to satisfy ourselves that the vessel in question is able to

trade properly in the market before recommending it for pool entry.

When vessels are commercially managed by us, we act as agent to the vessel’s owner (registered owner or disponent owner, as the case may be), not as principal. Owners are

responsible for providing required working capital to us, so we have no outlays for vessel related expenses from our accounts.

Commercial trading of the Combined Fleet

Vessels are employed in the market through a number of different commercial arrangements. The general terms normally found in these types of contracts are described below.

• Voyage charters in the spot market. The spot market generally refers to the segment of the market where vessels are employed for a single voyage. A vessel earns income from

each individual voyage and the owner pays the voyage expenses, including bunker and port costs. Spot market pricing, which can be volatile, is influenced by a number of

factors, including the number of competing vessels, the number of cargoes available, oil pricing and arbitrage, worldwide events, and weather. Idle time between voyages is

possible depending on the availability of cargo and positioning of the vessel. Under a spot market voyage charter, the vessel owner pays for both the voyage expenses (less

specified amounts covered by the contract) and vessel operating costs.

• Time charter. Under a time charter, a vessel is chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on

inflation, interest rates or changes in current market rates. Under a time charter, the owner operates the vessel and is responsible for crewing and arranging for technical

management for the vessel. The owner also bears other operating expenses, such as repairs and maintenance, insurance, stores, lube oil, communications expenses and

technical management fees, whereas the charterer bears voyage expenses such as port costs and bunkers.

• Contract of affreightment (“COA”). A COA is a contract for the carriage of a specific volume of cargo with multiple voyages over the same route and over a specified period of

time which can span a number of years but in most cases runs for 12 months. A COA does not designate the specific vessel or voyage schedules that will transport the cargo,

thereby providing both the charterer and the owner greater flexibility than a typical charter alone. The charterer has the flexibility to determine the individual voyage scheduling

at a future date and the shipowner may use different vessels to perform the individual voyages. Under this contract arrangement, all of the vessels’ operating, voyage and

capital costs are borne by the owner while the freight rate normally is a per-cargo-ton basis with a minimum cargo quantity for every lifting guaranteed by the charterer.

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• Consecutive voyage contract (“CVC”). Under a CVC, the shipowner provides one vessel for multiple voyages to transport a certain amount of cargo within a specified period

covering a specified trade from a fixed place to fixed destinations designated by the customer. All of the vessel’s operating, voyage and capital costs are borne by the owner.

The freight rate normally is agreed on a fixed rate basis but can also be floating according to a pre-agreed index. We do not have any CVC arrangements in place.

• Bareboat charter. Under a bareboat charter, the vessel owner is paid a monthly rate for a certain period of time during which the charterer is responsible for the operating

expenses and voyage expenses of the vessel and for the full management of the vessel. Whereas our Pools employ participating vessels by means of voyage charters in the

spot market, time charters and COAs, bareboat charters are outside the scope of the Pool Agreements.

Our chartering department is responsible for the development, marketing and negotiation of the employment contracts for all of the vessels in our Combined Fleet. Contract

negotiations are done directly with our clients as well as through shipbrokers, and in most cases a shipbroker will be nominated subsequently when negotiations are done directly with

our clients. Our chartering department is also responsible for chartering-in tonnage on spot voyages to cover certain cargo commitments as well as time chartering-in vessels for

arbitrage profits derived through offsetting time charter-out contracts on owned tonnage for longer periods. All contracts are negotiated and concluded by our chartering department on

behalf of our Pools under instructions and authority from the Pool Board and our Chief Executive Officer in accordance with our internal approval procedures.

Time charter-out portfolio

As at December 31, 2024, we had 16 Hafnia Vessels and six JV Vessels trading outside the Pools and entered into time charter contracts with customers for periods longer than six

months. Additionally, our Ecomar Joint Venture has entered into long-term time charters for four newbuild JV Vessels which will commence upon delivery of the vessels. The newbuilds

will be delivered to the charterer when we have taken delivery from the shipyard. One of these newbuilds, Ecomar Gascogne, was delivered in January 2025.

The following table presents key information pertaining to the time charter contracts (including options) as at December 31, 2024:

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Vessel Name Vessel type Year built Charterer Expiry Date Extension option period

BW Kestrel MR 2015 Orient Oil Express Pte Ltd Feb-25 —

BW Merlin MR 2015 Orient Oil Express Pte Ltd Feb-25 —

Hafnia Lene MR 2015 Aramco Trading Company Feb-25 —

Hafnia Cheetah MR 2014 Orient Oil Express Pte Ltd Mar-25 —

Hafnia Falcon MR 2015 BP Shipping Ltd Jun-25 —

Hafnia Petrel MR 2016 BP Shipping Ltd Oct-25 —

Hafnia Ane MR 2015 WECO Shipping A/S Nov-25 —

Hafnia Swift MR 2016 ST Shipping and Transport Pte Ltd Dec-25 —

Hafnia Shinano LR1 2008 Mercuria Shipping Pte Ltd Feb-26 —

Hafnia Yangtze LR1 2009 Mercuria Shipping Pte Ltd Apr-26 —

Hafnia Myna MR 2015 Petco Trading Labuan Company Ltd Sep-26 —

Hafnia Lise MR 2016 Valero Oct-26 —

Hafnia Daisy MR 2016 Valero Nov-26 —

Hafnia Puma

(1)

MR 2013 Petco Trading Labuan Company Ltd Nov-26 —

Hafnia Soya Handy 2015 ST Shipping and Transport Pte Ltd Apr-27 —

Hafnia Alabaster Handy 2015

International Shipping and Transportation Company

Limited

Sep-27 —

Hafnia Languedoc LR2 2023 CSSA Mar-30 1+1+1 year

Hafnia Larvik LR2 2023 Equinor Oct-28 —

Hafnia Lillesand LR2 2024 Equinor Mar-29 —

Hafnia Loire LR2 2023 CSSA May-30 1+1+1 year

PS Stars MR 2022 Clearlake Jan-27 1

year

Yellow Stars MR 2021 Clearlake Jul-26 1

year

Ecomar Gascogne

(2)

MR 2025 CSSA Jan-32 1+1+1 year

Hull 21110075 (tbn. Ecomar

Guyenne)

(3)

MR Est. 2025 CSSA Est. 32 1+1+1 year

Hull 23110004 (tbn. Ecomar

Garonne)

(3)

MR Est. 2025 CSSA Est. 32 1+1+1 year

Hull 23110005 (tbn. Ecomar

Gironde)

(3)

MR Est. 2026 CSSA Est. 33 1+1+1 year

Total 26 vessels

(1) In January 2025, Hafnia Puma was replaced by Hafnia Bobcat as Hafnia Puma needed repairs.

(2) Ecomar Gascogne was delivered in January 2025.

(3) These vessels will be delivered to charterers after they have been delivered from the shipyard,

As at December 31, 2024, we have no Hafnia Vessels or TC Vessels trading inside the Pools on time charter contracts with customers for periods longer than six months.

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Bareboat and time charter-in portfolio

Bareboat charters

As at December 31, 2024 we had 24 vessels bareboat chartered-in, all of which have been entered into in the course of the sale and lease-back financing of our Hafnia Vessels. See

“Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources” for additional information on our financing arrangements.

All our sale and lease-back arrangements include annual or monthly purchase options and some also contain purchase obligations upon the expiration of the arrangement.

The following table presents key information pertaining to these bareboat charter contracts as at December 31, 2024:

Vessel Name Vessel type Year built Owner

Expiry

Date

Extension

option period

Purchase

Option(s)

Purchase

Obligation

Hafnia Africa LR1 2010 MI-DAS Line S.A. Oct-25 4 years Yes No

Hafnia Amessi Handy 2015 Sea 342 Leasing Co. Limited. Mar-33 N/A Yes Yes

Hafnia Ammolite Handy 2015 Sea 15 Leasing Co. Ltd. Mar-33 N/A Yes Yes

Hafnia Aquamarine Handy 2015 Sea 343 Leasing Co. Ltd. Mar-33 N/A Yes Yes

Hafnia Aronaldo Handy 2015 OCY ARONALDO LIMITED Jun-30 N/A Yes No

Hafnia Asia LR1 2010 Skaatholmen Shipping Ltd. Jul-25 N/A Yes Yes

Hafnia Australia Handy 2010 Yong Sheng Shipping Pte. Ltd. Dec-29 N/A Yes Yes

Hafnia Axinite Handy 2015 Sea 12 Leasing Co. Ltd. Apr-33 N/A Yes Yes

Hafnia Azotic Handy 2015 OCY AZOTIC LIMITED Jul-30 N/A Yes No

Hafnia Azurite Handy 2015 Sea 21 Leasing Co. Ltd. Mar-33 N/A Yes Yes

Hafnia Exceed LR1 2016 Hai Kuo Shipping 2206T Pte. Ltd. Apr-32 N/A Yes Yes

Hafnia Excel LR1 2015 Hai Kuo Shipping 2207T Pte. Ltd. May-32 N/A Yes Yes

Hafnia Excellence LR1 2016 Hai Kuo Shipping 2208T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Excelsior LR1 2016 Hai Kuo Shipping 2209T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Executive LR1 2016 Hai Kuo Shipping 2210T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Expedite LR1 2016 Hai Kuo Shipping 2211T Pte. Ltd. Apr-32 N/A Yes Yes

Hafnia Experience LR1 2016 Hai Kuo Shipping 2212T Pte. Ltd. Jun-32 N/A Yes Yes

Hafnia Express LR1 2016 Hai Kuo Shipping 2213T Pte. Ltd. Apr-32 N/A Yes Yes

Hafnia Precision LR1 2016 Hai Kuo Shipping 2214T Pte. Ltd. Jun-32 N/A Yes Yes

Hafnia Prestige LR1 2016 Hai Kuo Shipping 2215T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Pride LR1 2016 Hai Kuo Shipping 2216T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Providence LR1 2016 Hai Kuo Shipping 2217T Pte. Ltd. Mar-32 N/A Yes Yes

Hafnia Tanzanite

(1)

MR 2016 Fortune Chem6 Shipping Nov-30 N/A Yes Yes

Hafnia Tourmaline

(1)

MR 2016 Fortune Chem5 Shipping Oct-31 N/A Yes Yes

Total 24 Vessels

(1) We exercised purchase options on these vessels in January 2025 and are therefore now the owners of Hafnia Tanzanite and Hafnia Tourmaline.

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Time charters

As at December 31, 2024, we had ten vessels time chartered-in and eight have purchase options. The following table presents key information pertaining to these time charters:

Vessel Name Vessel type

Year

built Owner

Expiry

Date Extension option period

Purchase option

Basset MR 2019 Grace Ocean Private Limited Nov-25 1+1 years Yes

Beagle MR 2019 Sun Lanes Shipping S.A. Mar-26 1 years Yes

Boxer MR 2019 Grace Ocean Private Limited Jun-25 1+1 years Yes

Bulldog MR 2020 Grace Ocean Private Limited Feb-26 1 years Yes

Challenge Procyon MR 2011 Kyoei Tanker Singapore Pte. Ltd. May-25 — No

Karimata LR1 2019 Triton Navigation B.V. Sep-25 1+1 years Yes

Orient Challenge MR 2017 OMC Shipping Pte. Ltd. Jul-25 1+1 years Yes

Orient Innovation MR 2017 OMC Shipping Pte. Ltd. Aug-25 1+1 years Yes

Peace Victoria

(1)

LR1 2019 Chijin Shipping S.A. Feb-25 — No

Sunda LR1 2019 Triton Navigation B.V. Jul-25 1+1 years Yes

Total 10 vessels

(1) This vessel has been redelivered in February 2025.

Purchase options

We have purchase options for a number of our chartered-in vessels. The following table presents an overview of our purchase options by year for our chartered-in vessels in

millions of U.S. dollars (excluding purchase option premiums and fees and expenses associated with exercising purchase options).

Vessel Name 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034

2035

TC Vessels

Beagle

(1)

32.75 31.25 29.75 — — — — — — — —

Basset

(1)

32.75 31.25 29.75 — — — — — — — —

Boxer

(1)

32.75 31.25 29.75 — — — — — — — —

Bulldog

(1)

32.75 31.25 29.75 — — — — — — — —

Karimata

(1)

40.00 38.00 36.00 — — — — — — — —

Orient Challenge

(1)

25.50 23.90 22.30 — — — — — — — —

Orient Innovation

(1)

25.50 23.90 22.30 — — — — — — — —

Sunda

(1)

40.00 38.00 36.00 — — — — — — — —

Sale and lease-back

vessels

(2)

Hafnia Africa 12.10 9.60 8.00 5.50 3.00 — — — — — —

Hafnia Amessi

(3)

16.39-15.21 15.1-13.86 13.74-12.44 12.31-10.94 10.82-9.38 9.24-7.73 7.59-6.00 5.86-4.19 4.03-3.72 — —

Hafnia Ammolite

(3)

16.39-15.21 15.1-13.86 13.74-12.44 12.31-10.94 10.82-9.38 9.24-7.73 7.59-6.00 5.86-4.19 4.03-3.72 — —

Hafnia Aquamarine

(3)

16.39-15.21 15.1-13.86 13.74-12.44 12.31-10.94 10.82-9.38 9.24-7.73 7.59-6.00 5.86-4.19 4.03-3.72 — —

Hafnia Aronaldo 19.00 — 15.50 — — 10.00 — — — — —

Hafnia Asia

(4)

— — — — — — — — — — —

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Vessel Name

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

Hafnia Australia 12.90 10.90 8.90 6.35 — — — — — —

—

Hafnia Axinite

(3)

16.5-15.32 15.21-13.97 13.86-12.56 12.44-11.07 10.94-9.51 9.38-7.87 7.73-6.15 6.00-4.34 4.19-3.88 — —

Hafnia Azotic 19.00 — 15.50 — — 10.00 — — — — —

Hafnia Azurite

(3)

16.39-15.21 15.1-13.86 13.74-12.44 12.31-10.94 10.82-9.38 9.24-7.73 7.59-6.00 5.86-4.19 4.03-3.72 — —

Hafnia Exceed

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Excel

(5)

25.26-22.79 22.79-20.36 20.36-17.86 17.86-15.40 15.40-12.93 12.93-10.47 10.47-8.00 8.00 — — —

Hafnia Excellence

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Excelsior

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Executive

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Expedite

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Experience

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Express

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Precision

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Prestige

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Pride

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

Hafnia Providence

(5)

27.26-24.79 24.79-22.36 22.36-19.86 19.86-17.40 17.40-14.93 14.93-12.47 12.47-10.00 10.00 — — —

(1) The purchase option price set out in the table above for the respective vessel is based on the applicable price stipulated in the time charter on the applicable delivery

anniversary date. If the vessel is repurchased in between delivery anniversary dates, the purchase option price will be reduced on a pro rata basis.

(2) The table includes vessels chartered in as at December 31, 2024 but excludes two vessels (Hafnia Tanzanite and Hafnia Tourmaline) on which we exercised the purchase option

in January 2025.

(3) These vessels have purchase options based on the outstanding principal which reduces monthly. The above listed purchase option prices are the purchase options in January

and December of the year.

(4) We had a purchase option on Hafnia Asia in previous years. However, in 2025 we have a purchase obligation in respect of this vessel. See the below table for more information

about our purchase obligations.

(5) These vessels have monthly purchase options. The purchase option price decreases by $616,250 every three months. The above listed purchase option prices are the purchase

options in January and December of the year.

Purchase obligations

A number of the charters under which we charter in our vessels contain purchase obligations according to which we are obligated to purchase the vessel upon the expiration of the

charter (excluding fees and expenses associated with exercising purchase obligations).

Set out below is an overview of our purchase obligations for our chartered-in vessels in millions of U.S. dollars.

Vessel Name

(1)

2025 2026 2027 2028 2029 2030 2031 2032 2033 2034

2035

Hafnia Asia 17.25 — — — — — — — — — —

Hafnia Australia — — — — 4.20 — — — — — —

Hafnia Amessi — — — — — — — — 3.72 — —

Hafnia Ammolite — — — — — — — — 3.72 — —

Hafnia Aquamarine — — — — — — — — 3.72 — —

Hafnia Axinite — — — — — — — — 3.72 — —

Hafnia Azurite — — — — — — — — 3.72 — —

Hafnia Exceed — — — — — — — 10 — — —

Hafnia Excel — — — — — — — 8 — — —

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Vessel Name

(1)

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

Hafnia Excellence — — — — — — — 10 — —

—

Hafnia Excelsior — — — — — — — 10 — — —

Hafnia Executive — — — — — — — 10 — — —

Hafnia Expedite — — — — — — — 10 — — —

Hafnia Experience — — — — — — — 10 — — —

Hafnia Express — — — — — — — 10 — — —

Hafnia Precision — — — — — — — 10 — — —

Hafnia Prestige — — — — — — — 10 — — —

Hafnia Pride — — — — — — — 10 — — —

Hafnia Providence — — — — — — — 10 — — —

(1) The table includes vessels chartered in as at December 31, 2024, but excludes two vessels (Hafnia Tanzanite and Hafnia Tourmaline) on which we exercised the purchase option

in January 2025.

Environmental and Other Regulations in the Shipping Industry

Our business and the operation of our Combined Fleet are subject to various international treaties and conventions and to the applicable local, national, and subnational laws and

regulations of the countries in which the vessels operate or are registered. Such laws and regulations cover a variety of topics, including, but not limited, to air pollution, water pollution,

waste management, protection of natural resources, safety and health and environmental protection including storage, handling, emission, transportation and discharge of hazardous

and non-hazardous materials. Compliance with such laws, regulations and other requirements may entail significant expense, including vessel modifications and implementation of

certain operating procedures.

A variety of government and private entities subject the vessels in our Combined Fleet to both scheduled and unscheduled inspections of compliance with these laws and

regulations. These entities include the local port authorities (applicable national authorities such as the U.S. Coast Guard (“USCG”), harbour master or equivalent), classification

societies, flag state administrations (countries of registry) and charterers as well as terminal operators. Certain of these entities require us to obtain governmental or quasi-governmental

permits, licenses, approvals, certificates, and other authorisations before our Hafnia Vessels and JV Vessels may operate or conduct certain activities. Failure to comply with these laws or

to obtain the necessary business and technical permits, licenses, approvals, and certificates could require us to incur substantial costs or result in sanctions including suspension

and/or freezing of the operation of one or more of our Hafnia Vessels and JV Vessels, suspension and/or freezing of our business and responsibility for all damages arising from any

violation. For the avoidance of doubt, all the vessels in our Combined Fleet are subject to the aforementioned requirements to obtain relevant permits, licenses, approvals, certifications

and other authorisations, not only our Hafnia Vessels and JV Vessels; however, generally we will not be the entity required to obtain such permits, licenses, approvals, certifications and

other authorisations for TC Vessels and/or Pool Vessels and/or other vessels where we are the commercial manager or time charterer.

Governments and other regulators may periodically revise their environmental laws and regulations and other laws and regulations applicable to our industry and business or adopt

new ones, and the effects of new or revised laws and regulations on our operations cannot be predicted. Although we believe that the operation of our Hafnia Vessels and JV Vessels is

substantially in compliance with applicable environmental laws and regulations and that we have all permits, licenses and certificates required for the operation of our Hafnia Vessels and

JV Vessels, future noncompliance or failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of

our Hafnia Vessels and JV Vessels. There can be no assurance that additional significant costs and liabilities will not be required to be incurred to comply with such current and future

laws and regulations, or that such laws and regulations will not have a material effect on our operations, including, but not limited to, any new laws and regulations relating to climate

change. In addition, even without such new regulations, our business may be indirectly affected to the extent that climate change results in sea level changes or more intense weather

events. New laws and regulations may also apply to our customers, including oil and gas exploration and production companies, which may impact demand for our services.

Compliance with environmental and other regulations applicable to vessels is generally the obligation of the “company” as this term is defined in the ISM Code (defined and

described below). The “company” is a vessel’s registered owner unless the responsibility for operation of the vessel has been transferred to another party through a contractual

arrangement such as a bareboat charter or a technical management agreement. For our Hafnia Vessels and JV Vessels, the “company” is either our internal technical management entity

BW Fleet Management Pte. Ltd. or an external technical manager as described in “Item 4. Information on the Company – B. Business Overview – Technical Management” below. For the

TC Vessels and the Pool Vessels, the “company” is either the vessels’ registered owners, a bareboat charterer of a vessel or a technical manager. We do not provide technical

management services for vessels owned by third parties; however, we do perform technical management for some of the JV Vessels.

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Compliance with environmental and other regulations is in some circumstances not the obligation of the “company” and may continue to be the obligation of the registered owner

regardless of whether a bareboat charter or technical management agreement has been entered into or be the obligation of the commercial manager or operator of the vessel.

International environmental treaties and conventions as well as U.S. environmental laws and regulations that apply to the operation of vessels are described below. Other countries,

including member countries of the European Union, in which we operate or in which vessels in our Combined Fleet are registered, have or may in the future have laws and regulations

that are similar, or more stringent, in nature to the U.S. laws referenced below. A particularly significant organisation in the shipping industry is the IMO, the United Nations agency for

maritime safety and the prevention of pollution by vessels. The IMO has adopted a number of regulations relating to the prevention of pollution by vessels, including MARPOL, which

establishes environmental standards relating to, e.g., oil leakage and oil spills, garbage management, sewage, air emissions, handling and disposal of noxious liquids. MARPOL applies to

tankers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Additionally, IMO has adopted SOLAS, which is intended to

specify minimum standards for the construction, equipment, and operations of ships. An important entity within IMO is the MEPC, which is the entity addressing environmental issues

under IMO. MEPC holds two sessions a year and a reference to, for example, MEPC 82, is a reference to MEPC’s 82nd session.

Water Pollution

International

The IMO and other international bodies have implemented various strategies, measures, codes, conventions, and other initiatives relating to water pollution which have an effect

on our industry, including, but not limited to, the following:

a. International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk

Bulk carriage of chemicals is covered by regulations in Chapter VII of SOLAS (Carriage of Dangerous Goods) and Annex II of MARPOL (Regulations for the Control of Pollution by

Noxious Liquid Substances in Bulk). Both SOLAS and MARPOL require chemical tankers constructed after July 1, 1986 to comply with the International Code for the Construction and

Equipment of Ships Carrying Dangerous Chemicals in Bulk

(as amended, the “IBC Code”). The IBC Code provides international standards for the transportation in bulk by sea of

Equipment of Ships Carrying Dangerous Chemicals in Bulk (as amended, the “IBC Code”). The IBC Code provides international standards for the transportation in bulk by sea of

dangerous chemicals and noxious liquid substances, including by prescribing design and construction standards of ships and their equipment, and also covers marine pollution aspects.

Ships subject to the IBC Code are designed to one of three standards: type 1, type 2 or type 3, where type 1 prescribes the strictest requirements and type 2 and type 3 prescribe

progressively less strict requirements. Additionally, under the IBC Code, those of our vessels carrying chemicals are required to obtain a certificate of fitness for the carriage of

dangerous chemicals in bulk. All of our Hafnia Vessels and JV Vessels requiring a certificate under the IBC Code have obtained such a certificate.

b. International Convention on Civil Liability for Oil Pollution Damage

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage in 1969 (the “CLC”). The CLC was revised subsequently by the protocol of 1976, the

protocol of 1984 and the protocol of 1992 (the “1992 Protocol”). The 1992 Protocol widened the scope of the CLC in certain areas. Parties to the 1992 Protocol are no longer parties to the

CLC; however, there are a number of states which are party to the CLC, and which have not yet ratified the 1992 Protocol. The CLC governs pollution damage resulting from spills of

persistent oils (i) caused by oil ships actually laden with oil or on first voyage after carriage of oil and have oil residues from a previous voyage and, if the 1992 Protocol applies, (ii)

caused by ships constructed or adapted for the carriage of oil in bulk as cargo.

Under the CLC, a vessel’s registered owner may be strictly liable for oil pollution damage caused in the territory of contracting states, including territorial waters, unless the owner

can prove certain specific exceptions apply. The 1992 Protocol extends the applicability of the CLC to damage caused within 200 nautical miles from the coast of the contracting states.

The CLC includes specific limitations of liability expressed in the International Monetary Fund currency unit, Special Drawing Rights. The specific limitations vary depending on whether

the state where the damage occurred is party to the CLC or the 1992 Protocol. The right to limit liability is forfeited under the CLC where the oil pollution is caused by the owner’s actual

fault and, under the 1992 Protocol, where the spill is caused by the owner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result.

The CLC requires ships over 2,000 tons covered by it to maintain insurance or other financial security in sums equivalent to an owner’s total liability for a single incident. We have

protection and indemnity insurance for environmental incidents. All of our Hafnia Vessels and JV Vessels are in possession of a state-issued certificate attesting that the required

insurance coverage under the CLC and 1992 Protocol is in place.

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c. International Convention on Civil Liability for Bunker Oil Pollution

The International Convention on Civil Liability for Bunker Oil Pollution (the “Bunker Convention”) entered into force on November 21, 2008. The Bunker Convention provides a

liability, compensation, and compulsory insurance system for the victims of oil pollution damage caused by spills of bunker oil. The Bunker Convention imposes strict liability on

shipowners (including the registered owner, bareboat charterer, manager, or operator) for pollution damage in the territorial waters, including the territorial sea and exclusive economic

zones, of a state party caused by the escape or discharge of bunker fuel. Registered owners of any sea going vessel and seaborne craft over 1,000 gross tonnage of any type

whatsoever, and registered in a state party, or entering or leaving a port in the territory of a state party, will be required to maintain insurance which meets the requirements of the Bunker

Convention and to obtain a certificate issued by a state party attesting that such insurance is in force. The state party-issued certificate must be carried on board at all times. P&I Clubs

in the International Group issue the required Bunker Convention “Blue Cards” to provide evidence that there is insurance in place that meets the Bunker Convention requirements and

thereby enable signatory states to issue certificates. All of our Hafnia Vessels and JV Vessels have received “Blue Cards” from their P&I Club and are in possession of a state-issued

certificate attesting that the required insurance cover under the Bunker Convention is in place.

d. International Convention for the Control and Management of Ships’ Ballast Water and Sediments

The International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “Ballast Water Management Convention”) aims to prevent the spread of

harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control of ships’ ballast water and sediments. The Ballast

Water Management Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory

concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. The Ballast Water Management Convention was

ratified in September 2016 and entered into force in September 2017. The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of

viable organisms allowed to be discharged from a vessel’s ballast water (the so-called D-2 standard) and sets out specific deadlines for each vessel’s compliance with this standard. All

vessels must have met D-2 standard no later than September 8, 2024, but for many vessels, the deadline for meeting the D-2 standard was earlier than September 8, 2024. Amendments to

the Ballast Water Management Convention came into force on June 1, 2022, that include changes to the form of the Ballast Water Management certificate and the rules requiring

commissioning testing of ballast water management systems at the ship’s initial survey or during an additional survey for retrofits. This testing is required before the Ballast Water

Management certificate for D-2 standard is issued but does not apply to ships that already have a certified ballast water management system installed. It is anticipated that during 2025,

two IMO resolutions will come into force specifying a new format for the ballast water record book and mandating approval of electronic ballast water record books.

All Hafnia Vessels and JV Vessels have ballast water treatment systems installed and have ballast water management certificates.

e. International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea

In 1996, the IMO adopted the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea

(the “HNS Convention”). The aim of the HNS Convention is to ensure adequate, prompt and effective compensation for damage resulting from shipping accidents involving hazardous

and noxious substances. The HNS Convention has not yet been ratified by the required number of states. If the HNS Convention enters into force, we could be required to incur

additional costs or capital expenses to be compliant.

United States

The United States has implemented various strategies, measures, laws, regulations, and other initiatives relating to water pollution which have an effect on our industry including,

but not limited to, the following:

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a. Oil Pollution Act and the Comprehensive Environmental Response, Compensation, and Liability Act

The U.S. Oil Pollution Act of 1990 (the “OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. The OPA

affects all owners and operators whose vessels trade or operate within the United States, its territories and possessions, or whose vessels operate in the waters of the U.S., which

includes the U.S. territorial seas and its 200-nautical-mile exclusive economic zone. The Comprehensive Environmental Response, Compensation, and Liability Act (the “CERCLA”)

applies to the discharge of hazardous substances whether on land or at sea. These laws may affect us because we carry oil products, petroleum products, chemicals and other liquids, as

wells as oil as fuel and lubricants for our engines, and the discharge of these substances could cause an environmental hazard. Under the OPA, vessel owners and operators are

“responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment

and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers. The OPA defines these damages broadly to include:

• injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

• injury to, or economic losses resulting from, the destruction of real and personal property;

• net loss of taxes, royalties, rents, fees, or net profit revenues resulting from injury, destruction, or loss of real or personal property, or natural resources;

• loss of subsistence use of natural resources that are injured, destroyed, or lost;

• lost profits or impairment of earning capacity due to injury, destruction, or loss of real or personal property or natural resources; and

• net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety, or health hazards.

The limits of the OPA liability are the greater of $2,500 per gross ton or $21,521,000 for any tanker, other than single-hull tank vessels, over 3,000 gross tons (subject to possible

adjustment for inflation). However, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal safety, construction, or operating regulations,

or by the responsible party’s gross negligence or wilful misconduct. These limits likewise do not apply if the responsible party fails or refuses to report the incident or to cooperate and

assist in connection with the substance removal activities. The OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents

occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters. In some cases, states, which

have enacted their own legislation, have not yet issued implementing regulations defining shipowners’ responsibilities under these laws.

The CERCLA, which also applies to owners and operators of vessels, contains a similar liability regime and provides for recovery of clean-up and removal costs and the imposition

of natural resource damages for releases of “hazardous substances” which as defined in the CERCLA does not include oil. Liability under the CERCLA is limited to the greater of $300 per

gross ton or $0.5 million for each release from vessels not carrying hazardous substances as cargo or residue, and the greater of $300 per gross ton or $5 million for each release from

vessels carrying hazardous substances as cargo or residue. As with the OPA, these limits of liability do not apply where the incident is caused by violation of applicable U.S. federal

safety, construction or operating regulations, or by the responsible party’s gross negligence or wilful misconduct or if the responsible party fails or refuses to report the incident or to

cooperate and assist in connection with the substance removal activities. The OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort

law. We believe that we are in substantial compliance with the OPA, the CERCLA and all applicable state regulations in the ports where our Hafnia Vessels and JV Vessels call.

The OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum

amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of

insurance, a surety bond, qualification as a self-insurer or a guaranty. Under OPA regulations, an owner or operator of more than one vessel is required to demonstrate evidence of

financial responsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the vessel having the greatest maximum liability under the OPA/CERCLA.

Each of our ship-owning subsidiaries that has vessels trading in U.S. waters has applied for and obtained from the U.S. Coast Guard National Pollution Funds Center three-year

certificates of financial responsibility (“COFRs”), supported by guarantees purchased from an insurance-based provider. As at the date of this Annual Report, all Hafnia Vessels and JV

Vessels have a COFR from U.S.

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b. Clean Water Act

The U.S. Clean Water Act (the “CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorised by a duly issued permit or

exemption and imposes strict liability in the form of penalties for any unauthorised discharges. The CWA also imposes substantial liability for the costs of removal, remediation and

damages and complements the remedies available under the OPA and CERCLA. In addition, many U.S. states that border a navigable waterway have enacted environmental pollution

laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than

U.S. federal law.

c. Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels and Vessel Incidental Discharge Act

The U.S. Environmental Protection Agency (the “EPA”) regulates the discharge of ballast and bilge water and other substances in U.S. waters under the CWA. The EPA regulations

historically have required vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) to obtain and comply with a permit that regulates ballast

water discharges and other discharges incidental to the normal operation of certain vessels within U.S. waters.

In March 2013, the EPA issued the Vessel General Permit for Discharges Incidental to the Normal Operation of Vessels (“VGP”). The 2013 VGP focuses on authorising discharges

incidental to operations of commercial vessels and contains ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, more stringent

requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants.

In December 2018, the Vessel Incidental Discharge Act (“VIDA”) was signed into law and restructured the EPA and the USCG programs for regulating incidental discharges from

vessels. Rather than requiring CWA permits, the discharges will be regulated under a new CWA Section 312(p) establishing Uniform National Standards for Discharges Incidental to

Normal Operation of Vessels. Under VIDA, VGP provisions and existing USCG regulations will be phased out over a period of approximately four years and replaced with National

Standards of Performance (“NSPs”) to be developed by EPA and implemented and enforced by the USCG. Under VIDA, the EPA was directed to develop the NSPs by December 2020 and

the USCG is directed to develop its corresponding regulations two years after EPA develops the NSPs. On October 26, 2020, the EPA issued proposed regulations to establish NSPs,

including general discharge standards of performance, covering general operation and maintenance, biofouling management, and oil management, and specific discharge standards

applicable to specified pieces of equipment and systems.

The 2013 VGP was scheduled to expire in December 2018; however, under VIDA, the provisions of the 2013 VGP will remain in place until the new EPA and USCG regulations are in

place, which remain outstanding. Pursuant to the requirements in the VGP, vessel owners and operators must meet twenty-five sets of state-specific requirements as the CWA’s 401

certification process allows tribes and states to impose their own requirements for vessels operating within their waters. Vessels operating in multiple jurisdictions could face potentially

conflicting conditions specific to each jurisdiction that they travel through.

d. National Invasive Species Act

The USCG regulations adopted under the U.S. National Invasive Species Act require the USCG’s approval of any technology before it is placed on a vessel. As a result, the USCG

has provided waivers to vessels which could not install the then as-yet unapproved technology. In May 2016, the USCG published a review of the practicability of implementing a more

stringent ballast water discharge standard. The results concluded that technology to achieve a significant improvement in ballast water treatment efficacy could not be practically

implemented. In February 2016, the USCG issued a new rule amending the Coast Guard’s ballast water management record-keeping requirements. Effective February 22, 2016, vessels with

ballast tanks operating exclusively on voyages between ports or places within a single Captain of the Port zone (an area under the command of an individual Coast Guard officer

designated by the Coast Guard Commandant to enforce the relevant regulations and policies in such area), were required to submit an annual report of their ballast water management

practices. Further, under the amended requirements, vessels may submit their reports after arrival at the port of destination instead of prior to arrival. As discussed above, under VIDA,

existing USCG ballast water management regulations will be phased out over a period of approximately four years and replaced with NSPs to be developed by EPA and implemented and

enforced by the USCG.

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European Union

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if

committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the

discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or

where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.

In June 2023, the European Commission presented legislative proposals to modernise EU rules on maritime safety and prevention of water pollution; including extension of port

state controls, proposals to prevent illegal discharges into European seas, by extending the scope of prohibitions to cover a wider range of polluting substances, and to strengthen the

legal framework for penalties and their application. The proposals have not yet been adopted but these or other new regulations regarding water pollution may have an effect on our

business in the future.

Anti-Fouling

AFS Convention

Anti-fouling systems (“AFS”), such as paint or surface treatment, are used to coat the bottom of vessels to prevent the attachment of molluscs and other sea life to the hulls of

vessels. Our Hafnia Vessels and JV Vessels are subject to the IMO’s International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “AFS Convention”) which

prohibits the use of organotin compound coatings in anti-fouling systems. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling

System Certificate (“IAFS Certificate”) and undergo an initial survey before the vessel is put into service or when the anti-fouling systems are altered or replaced. The AFS Convention

was amended in June 2021 to prohibit anti-fouling systems containing cybutryne. Effective January 1, 2023, ships could not apply or re-apply anti-fouling systems containing cybutryne.

For ships already bearing an anti-fouling system containing cybutryne, the amendments have effect from the next scheduled renewal of the anti-fouling system after January 1, 2023 but

no later than 60 months following the last application to the ship of the anti-fouling system containing cybutryne. Ships bearing an anti-fouling system containing cybutryne shall within

this timeframe either remove the anti-fouling system or apply a coating that forms a barrier to the cybutryne leaching from the underlying noncompliant anti-fouling systems. In addition,

the IAFS Certificate has been updated to address compliance with the cybutryne restrictions. Ships in operation will need to comply within the first anti-fouling renewal survey and must

receive an updated IAFS Certificate no later than January 1, 2025. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated

IAFS Certificate at the next anti-fouling application to the vessel.

We have obtained IAFS Certificates for all of our Hafnia Vessels and JV Vessels.

Biofouling

In 2023, the IMO’s Maritime Environmental Protection Committee adopted revised guidelines for the control and management of ships’ biofouling to minimise the transfer of

invasive aquatic species. The update to the 2011 guidelines was undertaken to reduce the threat posed by invasive aquatic species through biofouling on vessels to the well-being of

the sea and to improve the vessel’s hydrodynamic performance. In addition, biofouling management practices enhance energy efficiency and reduce greenhouse air emissions from

vessels due to lower fuel demand in operation as a result of a clean hull. The 2023 guidelines focus on operational considerations such as the selection and installation of AFS and the

re-installation, re-application or repair of the AFS, as well as guidance on maritime growth prevention systems (“MGPS”). Ship design and construction have been taken into

consideration under the 2023 guidelines. The biofouling inspection frequency or inspection dates (or date ranges) for in-water inspections by organisations, crew or personnel who are

competent during the in-service period of the vessel should be based on the ship-specific biofouling risk profile, including inspection as a contingency action, and specified in the

Biofouling Management Plan (“BFMP”) under the responsibility of shipowners, ship operators and shipmasters. The 2023 guidelines also provide updates to information to be included

in a BMFP and biofouling management record book. For vessels not undertaking performance monitoring, the first inspection date should be within 12 months of application,

reapplication, installation or renewal of the AFS to confirm their effective operation. Where monitoring indicates that the AFS is not performing effectively soon after application,

reapplication, installation or renewal (e.g., increased fuel consumption), an inspection should be carried out to confirm the condition of the AFS and level of biofouling as soon as

practical or possible, in line with the BFMP and contingency action plan. If adequate performance of the AFS is observed through monitoring, the inspection could be conducted up to

18 months after application, reapplication, installation or renewal, noting that such monitoring may not reflect the level of biofouling in all niche areas. Subsequent inspections should

occur at least every 12 to 18 months and may need to increase in frequency to confirm the continued effectiveness of an ageing or damaged AFS. In-water inspections should seek to

coincide with existing subsea operations (e.g., underwater inspections in lieu of drydock or any other in-water inspections), including any unscheduled subsea operations. If no AFS is

installed in areas of a ship and no other measures are undertaken such as in-water cleaning or propeller polishing, then inspections should occur more frequently.

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A biofouling rating based on the type and extent of biofouling as well as the condition of the AFS and the functioning of any MGPS will be determined by each biofouling

inspection. The determined rating scale provides a recommendation on the type of cleaning that should take place should biofouling of a certain rating be present.

For example, a fouling rating of zero is given when there is no fouling. A fouling rating of one is given where submerged areas are partially or entirely covered in microfouling, where

metal and painted surface may be visible beneath the fouling. A number of different fouling ratings are defined from light macrofouling (presence of microfouling and multiple

macrofouling patches) all the way through to heavy macrofouling (large patches or submerged areas entirely covered in macrofouling). If the AFS is significantly deteriorated,

drydocking with maintenance and reapplication of the AFS is recommended.

We have developed a BFMP which is in place on board our Hafnia Vessels and JV Vessels. We measure hull performance daily and run full performance evaluations weekly. Based

on the weekly analyses, we initiate inspections to verify the cause of AFS deterioration where such is observed and if the AFS is negatively affected, we effect the necessary

rectifications.

Air Pollution and Greenhouse Gasses

International

The IMO and other international bodies have implemented various strategies, measures, codes, conventions and other initiatives relating to air emissions and greenhouse gasses

which have an effect on our industry including, but not limited to, the following:

a. Air Pollution

MARPOL Annex VI regulations for the “Prevention of Air Pollution from Ships” apply to all vessels, fixed and floating drilling rigs and other floating platforms. Annex VI sets limits

on sulphur oxide and nitrogen oxide emissions from vessel exhausts, emissions of volatile compounds from cargo tanks, incineration of specific substances, and prohibits deliberate

emissions of ozone depleting substances. Annex VI also includes a global cap on sulphur content of fuel oil and allows for special areas to be established with more stringent controls

on sulphur emissions. The certification requirements for Annex VI depend on size of the vessel and time of the periodic classification survey. Ships weighing more than 400 gross tons

and engaged in international voyages involving countries that have ratified the conventions, or vessels flying the flag of those countries, are required to have an International Air

Pollution Certificate (“IAPP Certificate”). Annex VI came into force in the United States on January 8, 2009. All our Hafnia Vessels and JV Vessels have been issued IAPP Certificates.

From January 1, 2020, an upper limit of sulphur content of ship’s fuel oil was reduced to 0.5% from a previous 3.5% under the so-called IMO2020 regulation prescribed in MARPOL.

Ships may limit their air pollutants by using compliant fuels such as low sulphur fuel oil (VLSFO) or marine gas oil (MGO), by installing exhaust gas cleaning systems (scrubbers), or by

using alternative fuels with low or zero sulphur contents such as liquified natural gas or biofuels. In certain areas, so called emission control areas (“SOx ECAs”), the upper limit of

sulphur content is reduced to 0.1%. SOx ECAs include certain coastal areas of North America, the U.S. Caribbean Sea, the Baltic Sea and the North Sea. With effect from May 2025, the

Mediterranean Sea will be a SOx ECA. From March 2027, the Canadian Arctic and Norwegian Sea will effectively become SOx ECAs. It is expected that regulations designating areas in

the North-East Atlantic as a SOx ECA will be adopted by MEPC in October 2025.

In addition to requirements relating to the sulphur content of ship’s fuel oil, the IMO have adopted amendments to MARPOL Annex VI stipulating limits from the nitrous oxide

(NOx) emissions from ship’s engines. The NOx limits were split into different tiers, with tier III, the most restrictive tier, only applying in NOx emission control areas (“NOx ECAs”).

Currently, areas in the North American and United States Caribbean, North Sea, and Baltic Sea are NOx ECAs and starting in March 2026, the Canadian Arctic and Norwegian Sea will be

NOx ECAs. It is expected that regulations designating areas in the North-East Atlantic as a NOx ECA will be adopted by MEPC in October 2025. All our Hafnia Vessels and JV Vessels are

in compliance with IMO NOx regulations.

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Additionally, the IMO has adopted draft amendments to MARPOL Annex I to prohibit, with effect from July 1, 2024, the use or carrying for use of heavy fuel oil (HFO) in Arctic

waters. MEPC 77 adopted a non-binding resolution which urges member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion

that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.

Some of our Hafnia Vessels have exhaust gas cleaning systems (scrubbers) installed. We comply with sulphur requirements by using compliant fuels for the vessels in our Hafnia

Fleet.

b. Greenhouse Gasses | EEDI, EEXI, SEEMP, CII

IMO has introduced measures to reduce emissions of GHGs, including the so-called EEDI, EEXI, SEEMP & CII-frameworks which are described in further detail below. We may incur

costs to comply with these standards. Existing rules and standards may be amended or additional or new conventions, laws and regulations may be adopted that could require the

installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. The IMO is in the process of

reviewing the EEXI and CII measures with the first phase of review to be concluded by 2026 and the second phase continuing past 2026. The measures may be amended as a result of

this review and the amended measures could be more burdensome on us and our business and operations than the current measures.

i. EEDI & EEXI

EEXI (Energy Efficiency eXisting ship Index) is a framework introduced by the IMO for determining energy efficiency and CO2 emissions from the vessel’s operations based on its

design parameters.

From January 1, 2023, it became a requirement that vessels subject to the EEXI framework must have an attained EEXI value falling below an allowable maximum value (the required

EEXI). If a vessel’s EEXI does not satisfy the required EEXI, it is necessary to implement countermeasures.

EEXI supplements the EEDI (Energy Efficiency Design Index) which has been in force since 2013. EEDI applies to newbuilds while EEXI applies to existing vessels. All of our Hafnia

Vessels and JV Vessels are subject to the EEXI framework. Certification of EEXI will take place at the first annual, intermediate, or special survey on or after January 1, 2023. Compliance

with EEXI will be documented by the issuance of the IEE certificate.

Many of our Hafnia Vessels and JV Vessels were designed to fall below the minimum standard. For the remaining vessels, we have taken steps, including implementing engine and

shaft power limitation devices, to ensure compliance with the EEXI regulation by each individual vessel’s compliance date.

As at December 31, 2024, all Hafnia Vessels and JV Vessels are, as applicable, in compliance with EEDI or EEXI certification.

ii. SEEMP

As of January 1, 2013, certain measures relating to energy efficiency for ships were made mandatory under MARPOL. All ships above 400 gross tonnage became required to

develop and implement a Ship Energy Efficiency Management Plan (“SEEMP”). A SEEMP is split into three different parts, each of which includes different requirements on vessel

owners and vessel operators.

• SEEMP Part I requires all ships of 400 gross tonnage and above to retain a ship-specific Ship Energy Efficiency Management Plan on board. The purpose of SEEMP Part I is to

establish a mechanism for a company and/or a ship to improve energy efficiency and reduce carbon intensity. This plan is not subject to confirmation or verification.

• SEEMP Part II requires ships of 5,000 gross tonnage and above engaging in international voyages to collect and report their fuel oil consumption data to their flag

administration or an organisation authorised by the flag administration. The ships subject to this requirement must develop a ship fuel oil consumption data collection plan

which should be confirmed by either their flag administration or an organisation authorised by the flag administration.

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• SEEMP Part III applies to vessels subject to the below-described CII requirements. As from January 1, 2023, all vessels subject to the CII ratings requirements are required to

develop a Ship Operational Carbon Intensity Plan (known as “SEEMP Part III”) which must include certain information, including (i) the CII calculation methodology, (ii)

required CII values for the next three years, (iii) an implementation plan to achieve the required CII value, and (iv) procedures for self-evaluation and improvement. Additionally,

if a vessel has a CII ‘E’ rating for any year or a ‘D’ rating for three consecutive years, it must develop a corrective action plan in the SEEMP Part III. The SEEMP Part III must be

verified by the flag administration or an organisation authorised by the flag administration.

As at December 31, 2024, all Hafnia Vessels and JV Vessels were in compliance with the SEEMP Part I, Part II and Part III requirements.

iii. CII

Carbon Intensity Indicator (“CII”) is a rating scheme developed by the IMO. According to CII, vessels over 5,000 GT must quantify and report their carbon emissions from ongoing

operations. CII determines the annual reduction factor needed to continuously improve the vessel’s operational carbon intensity. Based on the collected data, the vessel is rated on a

scale from A – E, where A is best. The rating indicates a performance level which is major superior, minor superior, moderate, minor inferior or inferior.

The assessment of CII takes place annually. If a vessel is rated D for three consecutive years or E for one year, a corrective action plan must be provided to indicate how an index of

C or above will be reached.

As at December 31, 2024, all Hafnia Vessels and JV Vessels were in compliance with the CII requirements. However, two vessels are rated D and two vessels are rated E. Where

required, we have put in place corrective action plans.

c. Greenhouse Gasses | Global Fuel Standard

In April 2025, MEPC 83 approved amendments to MARPOL Annex VI (Chapter 5 “Regulations on the IMO net-zero framework”) containing mid-term measures to reduce GHG

emissions of shipping. These amendments require formal adoption at the MEPC Exceptional Session 2 (“MEPC ES 2”) in October 2025 and, if adopted, will come into force in March 2027

(16 months later), with detailed implementation guidelines scheduled for approval at MEPC 84.

If adopted by MEPC ES 2, the mid-term measures will introduce a global GHG fuel intensity (GFI) ‘standard’ (the “GFS”) that vessels must comply with. The GFS will decrease over

time, thereby requiring gradual reduction of a vessel’s annual GFI. The GFS will apply to ships of 5,000 GT and above with certain vessels being excluded from the scope.

The GFS will provide for a base tier GFI target (the “Base Target”) as well as a second tier GFI target (the “Direct Compliance Target”). The assessment of compliance will be

undertaken by comparing the Direct Compliance Target with the vessel’s annual attained GFI. Where a vessel has a positive compliance balance (due to its attained annual GFI being

less than the Direct Compliance Target), it will be considered compliant. Where a vessel has a negative compliance balance (due to the attained GFI being greater than the Direct

Compliance Target), it will need to balance the negative compliance balance. A vessel which over-complies with the GFS will receive ‘surplus units’. These can be transferred to other

vessels, banked for later use or cancelled. A vessel with an attained GFI between the Direct Compliance Target and the Base Target must balance a ‘tier 1’ deficit, while a vessel exceeding

the Base Target must balance ‘tier 1’ and ‘tier 2’ deficits. ‘Tier 1’ deficits can only be balanced through the purchase of ‘tier 1’ remedial units whereas ‘tier 2’ deficits may be balanced by

the use of banked surplus units, receipt of surplus units from other vessels and purchase of ‘tier 2’ remedial units.

United States

The United States has implemented various strategies, measures, laws, regulations and other initiatives relating to air emissions and greenhouse gasses which have an effect on our

industry including, but not limited to, the following:

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a. Clean Air Act

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (the “CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic

compounds and other air contaminants. Our Hafnia Vessels and JV Vessels are subject to vapor control and recovery requirements for certain cargos when loading, unloading, ballasting,

cleaning and conducting other operations in regulated port areas and emission standards for so-called “Category 3” marine diesel engines operating in U.S. waters. The marine diesel

engine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA promulgated final emission standards for Category 3

marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL. The emission standards were applied in two stages: near-term standards for newly built

engines apply from 2011, and long-term standards requiring an 80% reduction in nitrogen dioxides, or NOx, apply from 2016. A further stage of reductions, known as “Tier 4” standards,

has also been developed and implemented. However, in October 2020, the EPA published a final rule to provide additional lead time for implementation for certain high-speed vessels.

Pursuant to the final rule, the Tier 4 standards apply from model year 2022 for engines installed in a wide range of high-speed vessels, and from model year 2024 for engines installed in

certain other such vessels, subject to certain limitations. Separately, in December 2019, the EPA published a final rule concerning national diesel fuel regulations that will allow fuel

suppliers to distribute distillate diesel fuel that complies with the 0.5% international sulphur cap instead of fuel standards that otherwise apply to distillate diesel fuel in the United States.

Fuel that does not meet the 0.5% sulphur cap cannot be used in ECA boundaries. Compliance with these standards may cause us to incur costs to install control equipment on our

Hafnia Vessels and JV Vessels in the future.

b. Greenhouse Gasses

In the United States, the EPA issued a finding that GHGs endanger public health and safety and has adopted regulations that regulate the emission of GHGs from certain sources.

For example, fossil fuel companies to whom we provide services are subject to regulations by various government agencies, which may include the EPA and bodies within the

Department of the Interior. These regulations may include restrictions on certain oil & gas production or stimulation techniques, requirements for the installation and use of certain

emissions control technologies, and other regulations that may adversely impact the operations of our customers, which may ultimately reduce demand for our services. Regarding our

own operations, the EPA enforces both the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel emissions, and the sulphur content found in

marine fuel. Other federal and state regulations relating to the control of greenhouse gas emissions may follow, including climate change initiatives that have been considered in the U.S.

Congress. However, though the United States rejoined the Paris Agreement in February 2021, and, in April 2021, announced a new, more rigorous nationally determined emissions

reduction level of 50-52% reduction from 2005 levels in economy-wide net GHG emissions by 2030, by an executive order signed on January 20, 2025, the United States has begun the

process of withdrawing from the Paris Agreement, and the impact of such withdrawal is yet to be known. Additionally, under the current administration, the extent of the EPA’s

enforcement of the CAA and the international standards found in Annex VI of MARPOL is unclear as of the date of this Annual Report.

European Union

The European Union has implemented various strategies, measures, directives, regulations and other initiatives relating to air emissions and greenhouse gasses which have an

effect on our industry including, but not limited to, the following:

a. EU Regulation on monitoring, reporting and verification of carbon dioxide (CO2) emissions

On April 29, 2015, Regulation (EU) 2015/757 of the European Parliament and of the EU Council on the monitoring, reporting and verification of carbon dioxide emissions from

maritime transport and amending Directive 2009/16/EC (“EU MRV”) was adopted. EU MRV requires large vessels calling at EU ports to collect and publish data on CO2 emissions and

other information and requires owners of vessels over 5,000 gross tons to monitor emissions for each ship on a per-voyage and annual basis from January 1, 2018. Further, from 2019, all

ships above 5,000 gross tons, regardless of flag state, calling at EU ports must submit a verified emissions report to the European Commission and the vessel’s flag state by April 30 of

each year, and by June 30 of each year vessels must carry a valid document of compliance confirming compliance with Regulation (EU) 2015/757 for the prior reporting period.

b. EU Emissions Trading System

From January 1, 2024, the EU Emissions Trading System (“EU ETS”) has been extended to cover emissions from ships of 5,000 gross tonnage and above entering EU ports,

regardless of flag state. The EU ETS is a “cap” and “trade” system providing for an absolute, gradually decreasing, “cap” on total emissions. Under the EU ETS, shipowners will be

required to submit 1 EU allowance (“EUA”) for each ton of CO2 (or CO2-equivalent) they emit. EUAs are financial instruments which can be purchased at auctions (primary market), OTC

exchanges (secondary market) or on a direct, bilateral basis.

The EU ETS covers 50% of emission from voyages starting or ending outside the European Union and 100% of emissions that occur between two EU ports and when ships are

within EU ports. The EU ETS currently applies to CO2-emissions and will extend to methane (CH4) and nitrous oxide (N2O) from 2026. The EU ETS is gradually phased in and as such,

shipping companies will be obligated to surrender EUAs in 2025 for 40% of their emissions reported in 2024, in 2026 for 70% of their emissions reported in 2025 and from 2027 for 100% of

their reported emissions in the previous year.

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The obligation to surrender EUAs will generally rest with the vessel’s registered owner; however, the obligation can be delegated contractually from a vessel’s registered owner to a

bareboat charterer or a technical manager. If a shipping company does not surrender the required EUAs, they will be liable to pay a penalty and may be published as a non-complying

shipping company. Additionally, if a shipping company is noncompliant for at least two consecutive years, vessels with an EU flag state may be detained and vessels may be prohibited

from entering EU member states other than their flag state (if the flag state is an EU member state). The sanctions are based on the shipping company and not the specific vessels.

c. FuelEU Maritime Regulation

On January 1, 2025, Regulation (EU) 2023/1805 of the European Parliament and of the Council of September 13, 2023 on the use of renewable and low-carbon fuels in maritime

transport, and amending Directive 2009/15/EC (“FuelEU”) came into effect. FuelEU sets out uniform rules (i) imposing a limit on the GHG intensity of energy used on board a ship arriving

at, staying within, or departing from ports of an EU member state and (ii) an obligation for passenger ships and container ships to use on-shore power supply (OPS) or zero-emission

technology in ports of an EU member state. FuelEU applies to ships of 5,000 gross tonnage and above, regardless of their flag state. FuelEU sets out a progressively decreasing maximum

yearly average GHG intensity of the energy used on board a ship during the reporting period. The GHGs within the scope of FuelEU are carbon dioxide (CO2), methane (CH4) and nitrous

oxide (N2O). The GHG energy intensity requirements in FuelEU will apply to 100% of energy used for voyages between two European Union ports of call and 100% of energy used while

a vessel stays in a European Union port of call and to 50% of energy used for voyages between a European Union port of call and a destination outside the European Union and to 50%

of the energy used for voyages to or from the outermost regions of the European Union. For container vessels, FuelEU will additionally apply to voyages to and from certain

transshipment ports near the European Union.

Shipping companies must submit a standardised emissions monitoring plan for each of their vessels and must collect information in accordance with this monitoring plan. Shipping

companies must thereafter submit the relevant information to a verifier and a compliance database to be established by the European Union. Each year, the verifier will issue to the

shipping company a FuelEU document of compliance which must be kept onboard all ships calling at an EU port of call. Subject to certain restrictions, shipping companies can “bank” or

borrow compliance surplus between reporting periods or pool compliance between multiple vessels, including pooling compliance with vessels controlled by another company.

Alternatively, the shipping company must pay a FuelEU penalty in respect of the ship. Such FuelEU penalty must be paid in order for the ship to receive the FuelEU document of

compliance from the verifier. A ship that is noncompliant for two or more consecutive years may be issued an expulsion order.

d. Directive (EU) 2016/802 of the European Parliament and of the Council of May 11, 2016 relating to a reduction in the sulphur content of certain liquid fuels (codification)

The European Union has adopted regulations requiring vessels to use reduced sulphur content fuel for their main and auxiliary engines. The European Union has imposed a 0.1%

maximum sulphur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area” under Annex VI to

MARPOL). Additionally, as of January 2020, EU member states must ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulphur

content.

Other rules and regulations regarding air pollution and GHG

The issue of climate change and the effect of GHG emissions, in particular emissions from fossil fuels, has attracted and continues to attract attention from a wide range of groups,

including politicians, regulators, financial institutions, and the general public. In 2019, a consortium of shipping financiers launched the Poseidon Principles, a framework to assess and

disclose the alignment of ship finance portfolios with the climate-related goals of the IMO. While voluntary, signatories commit to implementing the Poseidon Principles in their internal

policies.

At the international level, at the 26th Conference to the Parties of the United Nations Framework Convention on Climate Change (“COP 26”), the United States and European Union

jointly announced the launch of the Global Methane Pledge, an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030,

including “all feasible reductions” in the energy sector. At the 28th Conference to the Parties of the United Nations Framework Convention on Climate Change (“COP 28”), the United

States announced new regulations intended to cut methane pollution from the nation’s oil and gas industry by nearly 80% through 2038. Additionally, the global stocktake at COP 28

called on parties to take actions towards tripling of renewable energy capacity as well to take measures driving the transition away from fossil fuels in energy systems. Furthermore, at

COP 28, parties agreed to submit updated climate plans for 2035 by 2025. The updated nationally determined contributions should be economy-wide, cover all greenhouse gasses and be

aligned with the 1.5 degree Celsius temperature limit set out in the Paris Agreement.

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An increasing number of financial institutions have also established policies or commitments to reduce emissions associated with their portfolios. At COP 26, the Glasgow Financial

Alliance for Net Zero (“GFANZ”) announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The

various sub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing, and/or underwriting activities to net zero

emissions by 2050.

There is also a risk that financial institutions will be required to adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the U.S.

Federal Reserve announced that it had joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-related risks in the

financial sector. Subsequently, the U.S. Federal Reserve has issued a statement in support of the efforts of the Network for Greening the Financial System to identify key issues and

potential solutions for the climate-related challenges most relevant to central banks and supervisory authorities. Limitation of investments in and financings for fossil fuel energy

companies could result in the restriction, delay or cancellation of drilling programs or development, production, liquefaction, or related activities, which may ultimately reduce demand for

our services. Additionally, the SEC has proposed but not yet promulgated rules requiring climate-related disclosures. Following the February 11, 2025 announcement by Acting Chairman

Uyeda, in which he called the proposed rules “deeply flawed,” it is unclear whether the proposed rules in any form will become effective. If climate-related disclosure rules do become

effective, although the ultimate form and substance of these requirements is not yet known, they may result in additional costs to comply with any such disclosure requirements.

Wreck Removal

The Nairobi Convention on the Removal of Wrecks (“Wreck Removal Convention”) entered into force on April 14, 2015 and contains obligations for shipowners to effectively

remove wrecks located in a member state’s exclusive economic zone or equivalent 200-nautical-miles zone. The Wreck Removal Convention places strict liability, subject to certain

exceptions, on a vessel owner for locating, marking, and removing the wreck of any owned vessel deemed to be a hazard due to factors such as its proximity to shipping routes, traffic

density and frequency, type of traffic and vulnerability of port facilities as well as environmental damage. It also makes government certification of insurance, or other form of financial

security for such liability, compulsory for ships of 300 gross tonnage and above.

Member states may intervene in certain situations. They can remove, or have removed, wrecks that pose a danger or impediment to navigation or that may be expected to result in

major harmful consequences to the marine environment, or damage to the coastline or related interests, of one or more member states. The same applies for a ship that is about, or may

reasonably be expected, to sink or to strand as set forth in the Wreck Removal Convention. The cost of such removal and other measures falls on the vessel owner. Should one of our

vessels become a wreck subject to the Wreck Removal Convention, substantial costs may be incurred in addition to any losses suffered as a result of the loss of the vessel. The IMO

continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations

might have on our operations.

Waste Management and Ship Recycling

International

The IMO and other international bodies have implemented various strategies, measures, codes, conventions and other initiatives relating to waste management and ship recycling

which have an effect on our industry including, but not limited to, the following:

a. Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal

The Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal (the “Basel Convention”) was adopted on March 22, 1989, entered

into force on May 5, 1992, and has been amended a number of times after its adoption. The Basel Convention has 184 state parties, not including the United States. The aim of the Basel

Convention is to protect human health and the environment against adverse effects of hazardous wastes. The Basel Convention, among other things, imposes restrictions and

prohibitions on the transboundary movement of hazardous waste to or from non-parties to the convention and non-OECD states; imposes restrictions on the transboundary movement

of waste to/from/through party states; and includes notification obligations applicable in the event of transboundary movement of wastes between parties to the convention. Ships are

not categorised as special categories of waste and the general rules of the Basel Convention therefore apply to ships. The Basel Convention applies to waste generators, exporters,

importers and disposers. There is a risk that a seller of a ship meant for recycling will be deemed a waste generator and become subject to the regulation, and compliance with the Basel

Convention can be very costly and time consuming. While MEPC 82 approved guidance on the interplay between the Basel Convention and the Hong Kong Convention with respect of

the transboundary movement of ships intended for recycling, there is not yet full legal clarity and certainty about the interplay between the Basel Convention and the Hong Kong

Convention.

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b. The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships

The Hong Kong Convention aims to ensure that when vessels are being recycled at the end of their operational lives, they do not pose any unnecessary risks to the environment,

human health and safety. The Hong Kong Convention will enter into force on June 26, 2025. The Hong Kong Convention applies to vessels larger than 500 gross tonnage that fly the

flag of a contracting state. Upon the Hong Kong Convention’s entry into force, each vessel sent for recycling will have to carry an inventory of its hazardous materials, ship recycling

facilities authorised by the competent authorities must provide a ship recycling plan specific for each vessel to be recycled, and governments will be required to ensure that recycling

facilities under their jurisdiction comply with the Hong Kong Convention. The hazardous materials, whose use or installation is prohibited in certain circumstances, are listed in an

appendix to the Hong Kong Convention. Vessels will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to being

recycled.

c. OECD Decision of the Council on the Control of Transboundary Movements of Wastes Destined for Recovery Operations

On March 30, 1992, the OECD passed a decision relating to the transboundary movement of waste destined for recovery operations between OECD member countries. The decision

has been amended subsequently, including to align with the requirements under the Basel Convention. The OECD decision provides a framework for OECD members to control

transboundary movements of waste in an environmentally sound manner.

European Union

The European Union has implemented various strategies, measures, directives, regulations, and other initiatives relating to waste management and ship recycling which have an

effect on our industry including, but not limited to, the following:

a. Regulation (EC) No 1013/2026 of the European Parliament and of the Council of June 14, 2006 on shipments of waste

In 2006, the European Union adopted Regulation (EC) No 1013/2026 of the European Parliament and of the Council of June 14, 2006 on shipments of waste (the “EU Waste

Regulation”) which entered into force in July 2007. The EU Waste Regulation implements the Basel Convention (as amended) at the level of the European Union. The EU Waste

Regulation, among other things, prohibits the transboundary movement of hazardous waste from EU countries to non-OECD countries. Breaches of the EU Waste Regulation may lead

to sanctions such as fines and involved management members may be criminally charged, including fines, jail, and prohibitions on working in certain industries, such as shipping, for a

period of time. In 2024, the European Union adopted the Regulation (EU) 2024/1157 of the European Parliament and of the Council of April 11, 2024 on shipments of waste (“New EU

Waste Regulation”). The New EU Waste Regulation entered into force on May 20, 2024; however, most provisions will apply from May 2026 and most export rules from May 2027. Until

then, the EU Waste Regulation will continue to apply.

b. Regulation (EU) No 1257/2013 of the European Parliament and of the Council of November 20, 2023 on ship recycling and amending Regulation (EC) No 1013/2006 and

Directive 2009/16/EC

In 2013, the European Parliament and the Council of the EU adopted the Regulation (EU) No 1257/2013 of the European Parliament and of the Council of November 20, 2023 on ship

recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (the “EU Ship Recycling Regulation”). The EU Ship Recycling Regulation entered into force on

December 31, 2018 and applies to vessels of no less than 500 gross tonnage operating between different states and flying the flag of an EU member state. The EU Ship Recycling

Regulation prescribes that such vessels may be recycled only in facilities authorised by the European Commission. Additionally, any EU-flagged vessel and any non-EU flagged vessel

calling at port or anchorage of an EU member state is required to set up and maintain an inventory of hazardous materials. Such a system includes information on the hazardous materials

with a quantity above the threshold values specified in relevant EU regulations and that are identified in a ship’s structure and equipment. This inventory should be properly maintained

and updated, especially after repairs, conversions, or unscheduled maintenance on board the ship and a statement of compliance must be issued by the ship’s flag state. Breach of or

efforts to circumvent the EU Ship Recycling Regulation can lead to penalties and, in respect of breaches of the obligation to carry an inventory of hazardous materials and a statement of

compliance, may lead to the ship being warned, detained, dismissed, or excluded from ports or offshore terminals in EU member states.

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Vessel Safety and Security Regulations

Safe Management of Vessel and Cargo

The IMO and other international bodies have implemented various strategies, measures, codes, conventions and other initiatives relating to the safe management of vessels and

cargo which have an effect on our industry including, but not limited to, the following:

a. International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention

The ISM Code, which is Chapter IX of SOLAS, imposes certain requirements on the “company”, as this term is defined in the ISM Code. The “company” is a vessel’s registered

owner unless the responsibility for operation of the vessel has been transferred to another party through a contractual arrangement such as a bareboat charter or a technical

management agreement. The ISM Code requires the “company” to develop an extensive safety management system and the adoption of a policy for safety and environmental protection

setting forth instructions and procedures for operating its vessels safely and also describing procedures for responding to emergencies.

For our vessels under internal technical management, we rely on the safety management system developed by our internal technical manager BW Fleet Management Pte. Ltd. for

compliance with the ISM Code. For our vessels under external technical management, we rely on the safety management system developed by our external technical manager. If we are

not in compliance with the ISM Code, we could be subject to increased liability, may not be able to obtain sufficient insurance coverage, may be in default under our financial

arrangements and may be denied access to – or detained in – certain ports.

The ISM Code requires that a safety management certificate is obtained for each vessel. The safety management certificate evidences the compliance with the ISM requirements for

a safety management system. A prerequisite for obtaining a safety management certificate is that the relevant “company” holds a document of compliance issued by the flag state for the

relevant vessel type. Our internal ship management entity, BW Fleet Management Pte. Ltd., holds documents of compliance under the ISM Code for operation of oil tankers issued by

each relevant flag state and all of our Hafnia Vessels and JV Vessels have obtained a safety management certificate.

b. Goal-based ship construction standards for bulk carriers and oil tankers

In 2010, the Maritime Safety Committee of the IMO adopted a SOLAS regulation on goal-based ship construction standards for bulk carriers and oil tankers. This regulation entered

into force on January 1, 2012 with effect for new oil tankers and bulk carriers ordered on or after January 1, 2016, and requires that all oil tankers and bulk carriers over 150 meters in

length must have adequate strength, integrity and stability to minimise risk of loss or pollution.

c. International Convention on Standards of Training, Certification and Watchkeeping for Seafarers

The IMO has adopted the International Convention on the Standards of Training and Certification of Watchkeeping Officers (“STCW”). The STCW establishes minimum training,

certification, and watchkeeping standards for seafarers. As of February 2017, all seafarers must meet the STCW standards and be in possession of a valid STCW certificate.

d. International Maritime Dangerous Goods Code

Amendments to SOLAS Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods

Code (“IMDG Code”). The IMDG Code was originally adopted in 1965 but has been changed several times since. The carriage of dangerous goods in packaged form shall comply with

the IMDG Code. Additionally, the IMDG Code is considered an extension of SOLAS Chapter VII and MARPOL Annex III.

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e. Polar Code

IMO’s International Code for Ships Operating in Polar Waters (the “Polar Code”) is mandatory under SOLAS and MARPOL. The Polar Code entered into force on January 1, 2017,

and covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding

the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Code requires ships intending to operate in

defined waters of the Antarctic and Artic to acquire a polar ship certificate. As at December 31, 2024, none of our Hafnia and JV Vessels operate in areas requiring them to acquire a polar

ship certificate.

f. Convention on Limitation of Liability for Maritime Claims

In 1976, the IMO adopted the Convention on Limitation of Liability for Maritime Claims (“LLMC”). The LLMC entered into force in 1986 and has been amended by a protocol of

1996 (“1996 Protocol”) which entered into force in 2004. The 1996 Protocol has been amended subsequently. The LLMC provides a system of limitation of liability for shipowners with

specific limits specified for two types of claims: claims for loss of life or personal injury, and property claims (includes damage to property, harbour works and damage to other ships).

The limitations of the LLMC apply unless it can be proved that a loss resulted from the personal act or omission, committed with the intent to cause such loss, or recklessly and with

knowledge that such loss would probably result. Under the 1996 Protocol, the limits for compensation were increased.

g. Future regulations

The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such

regulation may have on our operations. Noncompliance with the ISM Code or other applicable IMO regulations may subject a shipowner or a bareboat charterer to increased liability or

penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.

Vessel Security Regulation

In the wake of increased worldwide security concerns, particularly after the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives

intended to enhance vessel security and to take preventative measures against security incidents affecting vessels or port facilities.

Chapter XI-2 of SOLAS imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code

(the “ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism and is applicable to all vessels over 500 gross tonnage operating on

international trades. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognised security organisation approved by the vessel’s flag

state. Vessels operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found

in SOLAS, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among

similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert

systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a

vessel’s hull; a continuous synopsis record kept on board showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the

ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

compliance with flag state security certification requirements.

In the United States, the U.S. Maritime Transportation Security Act (“MTSA”) was adopted in 2002. To implement certain portions of the MTSA, the USCG issued regulations

requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of

which are regulated by the EPA. The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures,

provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code.

All of our Hafnia Vessels and JV Vessels have a valid ISSC. Future security measures could have a significant financial impact on us. We intend to continue to comply with the

various security measures addressed by MTSA, SOLAS and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of West Africa and Somalia,

including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the

risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy,

notably those contained in the BMP WAF and BMP5 industry standard.

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Cybersecurity

Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the

near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are incorporated by

shipowners and managers by their first annual Document of Compliance audit after January 1, 2021. In February 2021, the USCG published guidance on addressing cyber risks in a

vessel’s safety management system. This might cause companies to cultivate additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital

expenditures.

In 2023, the European Union adopted its second Network and Information Security directive (“NIS2”). This directive has an impact on our business and may require us to incur

additional expenses and take measures in order to monitor cybersecurity and if we are not in compliance with applicable rules, we may be subject to penalties for noncompliance.

Maritime Labour Convention

The International Labour Organization is a specialised agency of the UN that has adopted the Maritime Labour Convention, 2006 as amended (the “Maritime Labour Convention”).

A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance with the Maritime Labour Convention for all ships that are 500 gross

tonnage or above and are either engaged in international voyages or flying the flag of a member state of the International Labour Organization and operating from a port, or between

ports, in another country. The Maritime Labour Certificate and Declaration of Maritime Labour Compliance are prima facie evidence of a vessel’s compliance with the requirements of the

Maritime Labour Convention and are subject to port state control when vessels enter the ports of other countries which have ratified the Maritime Labour Convention. In addition,

vessels flying the flag of countries that have not ratified the Maritime Labour Convention are also subject to inspection with respect to working and living conditions for the seafarers

when those vessels enter in ports of countries where the Maritime Labour Convention is in force. Amendments to the Maritime Labour Convention were adopted in 2014, 2016, 2018 and

2022.

We believe that all our Hafnia Vessels and JV Vessels are in compliance with and are certified to meet the Maritime Labour Convention; however, there are risks associated with

ensuring proper compliance due to uncertainty relating to the interpretation of the Maritime Labour Convention and the local legislation enacting it in various countries as well as the

methods to be used by port state control to check and ensure compliance.

Technical Management

Our technical department is responsible for the maintenance, marine, vetting, security, crew management and technical operations to ensure that the highest standards with regard

to safety and environment are maintained on board our Hafnia Vessels and JV Vessels. As at December 31, 2024, 58 of our Hafnia Vessels and JV Vessels were externally managed on the

basis of separate technical management agreements with the remaining Hafnia Vessels and JV Vessels being managed through our in-house technical department.

The following table provides an overview of these externally managed Hafnia Vessels and JV Vessels as at December 31, 2024.

Technical Manager Vessel Name(s)

Donnelly Tanker Management Ltd Hafnia Africa, Hafnia Andromeda, Hafnia Asia, Hafnia Australia, Hafnia Beijing, Hafnia Guangzhou, Hafnia Leo,

Hafnia Taurus

International Andromeda PS Stars, Yellow Stars

MMS Co., Ltd. Singapore Branch Hafnia Hong Kong, Hafnia Nanjing, Hafnia Shanghai, Hafnia Shenzhen, Hafnia Nordica

OSM Ship Management AS Hafnia Amazonite, Hafnia Ametrine,

Suntech Ship Management Pte. Ltd. Hafnia Amessi, Hafnia Amethyst, Hafnia Ammolite, Hafnia Andesine, Hafnia Aquamarine, Hafnia Aventurine,

Hafnia Azotic, Hafnia Violette, Hafnia Viridian

Synergy Marine Copenhagen A/S Hafnia Crux, Hafnia Libra, Hafnia Lupus, Hafnia Phoenix

Thome Croatia D.O.O Hafnia Achroite, Hafnia Adamite, Hafnia Alabaster, Hafnia Almandine, Hafnia Amber, Hafnia Ane, Hafnia Aragonite,

Hafnia Aronaldo, Hafnia Axinite, Hafnia Azurite, Hafnia Bering, Hafnia Daisy, Hafnia Henriette, Hafnia Kirsten,

Hafnia Lene, Hafnia Lise, Hafnia Lotte, Hafnia Magellan, Hafnia Malacca, Hafnia Mikala, Hafnia Pioneer, Hafnia

Soya, Hafnia Sunda, Hafnia Tanzanite, Hafnia Topaz, Hafnia Torres, Hafnia Tourmaline, Hafnia Turquoise

Total (58 Vessels)

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Further, our technical department is managing various technical projects and vessel modifications across our Hafnia Vessels and certain JV Vessels and is responsible for our

programs for newbuilds, including site team, site control, construction, and delivery.

As at December 31, 2024, our technical department had 73 employees, of which 53 are based in Singapore, 5 in Copenhagen, 2 in Houston, 11 in Mumbai, 1 in Monaco and 1 in

Dubai.

Hafnia Bunkers Alliance

We have established the Hafnia Bunkers Alliance, a dedicated team assisting with the purchasing of bunkers for all Pool Vessels and for vessels operated by third parties. In 2024,

the Hafnia Bunker Alliance serviced 1,500 vessels.

The purpose of the Hafnia Bunkers Alliance is to offer a best-in-class bunker management service by utilising our large buying power, economies of scale and full transparency on

our procurement processes. We conduct bunker purchasing in three different manners. Firstly, we purchase bunkers for vessels in the Pools. For these vessels, regardless of whether

they are vessels in the Hafnia Fleet or Pool Vessels, Hafnia is the purchasing entity and we pay for the bunkers. In the agent-to-owner Pools, we pay for the bunkers in our capacity as

agent for the pool participant. We earn a bunker management fee from such bunker purchasing. Secondly, we purchase bunkers for vessels owned by third parties. Here, the third-party

owners are the purchasing entity and pay for the bunkers. We earn a bunker management fee from such bunker purchasing. Thirdly, we will in certain instances buy bunkers and re-sell

to third parties with a small margin. On such bunker purchasing, we earn the margin. As at December 31, 2024, our bunker department had 16 employees across Singapore, Copenhagen,

and Houston.

In February 2025, we announced the launch of the Seascale Energy Joint Venture, which is intended to combine the business of the Hafnia Bunkers Alliance with Cargill’s Pure

Marine Fuels business. Business operations will, subject to pending regulatory approval, commence in the second quarter of 2025. Please see “Joint Ventures” above. Upon launch, the

Hafnia Bunkers Alliance will cease operations under its current name and transition to Seascale Energy.

Classification Societies

The hull, machinery, equipment and systems of every commercial vessel must be “classed” by a classification society authorised by the vessel’s country of registry. The

classification society certifies that the vessel is “in-class”, signifying that the vessel has been built, certified and maintained in accordance with all national and international rules,

regulations and applicable standards. Additionally, where surveys are required by international conventions, including SOLAS and MARPOL or by laws or other applicable regulations

of the vessel’s flag state, the classification society may undertake such surveys acting on behalf of the relevant authority and will certify that the vessel complies with applicable rules

and regulations of its flag state and applicable international conventions.

Many insurance underwriters will require a vessel to be certified “in class” by a classification society which is a member of the International Association of Classification Societies

(“IACS”). Our Hafnia Vessels and JV Vessels are currently classed with DNV (“DNV”), Nippon Kaiji Kyokai (“ClassNK”), American Bureau of Shipping (“ABS”), Lloyd’s Register of

Shipping (“LR”) or Bureau Veritas (“BV”), all of which are members of IACS.

At the date of this Annual Report, all Hafnia Vessels and JV Vessels are certified as being “in class” by their respective classification society.

In order to maintain the class, regular and extraordinary surveys of a vessel’s hull and machinery, including electrical plant and any other equipment required to be classed are

performed. These surveys can be divided into three categories:

• Annual Survey: Annual surveys are conducted for the vessel’s hull and machinery, including the electrical plant and any special equipment classed. The annual survey

must be conducted within three months before or after each anniversary of the date of commencement of the class period indicated in the certificate.

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• Intermediate survey: Extended annual surveys, referred to as intermediate surveys, have to be carried out either at or in between the second and third annual survey after

each special survey. After the third special survey, each intermediate survey shall have the same scope as the previous special survey.

• Special survey: Special surveys are conducted for the vessel’s hull, machinery, including the electrical plant, and for any special equipment classed. Special surveys may be

referred to as class renewal surveys. Special surveys should be completed within five years after the completion of the construction of the vessel or within five years after

the crediting date of the previous special survey. At the special survey, the vessel is thoroughly examined. In lieu of a special survey, at the owner’s request, the surveys

relating to a vessel’s machinery may be split into a continuous survey cycle under which the machinery will be surveyed periodically over a five-year period. The period

between two subsequent surveys of each area must not exceed five years.

Special surveys and intermediate surveys for vessels over the age of 15 may have a considerable financial impact.

In addition to the abovementioned surveys, many vessels, including the Hafnia Vessels and JV Vessels, are subject to examinations of the outside of the vessel’s bottom and related

items. During each five-year special survey period, a minimum of two examinations of the outside of the vessel’s bottom and related items must be conducted. One of these examinations

must be conducted in conjunction with the special survey. The interval between two examinations of the vessel’s bottom and related items may not exceed 36 months. Normally,

examinations of the vessel’s bottom and related items are conducted while the vessel is in drydock; however, in certain circumstances an alternate examination may be conducted while

the vessel is afloat. For vessels over the age of 15, the bottom survey must be performed while the vessel is in drydock.

Generally, if during any of the abovementioned surveys any defects are found, the classification surveyor will require immediate repairs or issue a “Condition of Class” which much

be rectified within a prescribed time limit.

If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel cannot be traded. If a vessel has a Condition of Class or

minor recommendations on its class record, dependent on the nature and severity of the noncompliance, the vessel may face restrictions in trading and could be required to be off-hire

while the issues are remedied and additionally, any such failure may be a violation of conditions and covenants in, e.g., our financial contracts and insurance agreements. This could

materially and adversely affect our business, financial condition, and results of operations.

Risk of Loss and Liability Insurance

General

Inherent in operation of any ocean-going vessel is the potential risk of major losses and liabilities, death or injury of persons, property damage caused by adverse weather

conditions, cargo loss or damage, mechanical failures, human error, collision, war, terrorism, piracy and other circumstances or events; pollution risk stemming from the transportation of

oil cargo and chemical cargo by sea and use of hydrocarbon fuel to power vessels; and business interruption due to political unrest, hostilities, labour strikes and boycotts and activist

disruption. The occurrence of any of these events may result in loss of revenues or increased costs and may have a material adverse impact on our financial condition and results of

operation.

OPA, which in certain circumstances imposes virtually unlimited liability on shipowners, operators, and bareboat charterers of any vessel trading in the U.S. exclusive economic

zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the U.S. market.

We carry insurance coverage as customary in the shipping industry and while we believe that our current insurance program, as described further below, is adequate to protect us

against the majority of accident-related risks involved in the conduct of our business and that an appropriate level of protection and indemnity against pollution liability and

environmental damage is maintained, not all risks can be insured against. There can be no assurance that the range of risks we are exposed to are adequately insured against, that any

particular claim will be paid, or that we in the future will be able to procure similar adequate insurance coverage on the terms and conditions equal to those we currently have.

More international conventions governing shipping, including bunkers and wreck removal as well as increased limits of liability under existing conventions, have resulted in

increased exposures and insurance costs. There may be circumstances where liabilities are difficult to insure or even become uninsurable. Our goal is to maintain an adequate insurance

coverage required by its marine operations and to actively monitor any new regulations and threats that may require us to revise our coverage.

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Marine and War Risks Insurance

As an integral part of operating our Hafnia Vessels and JV Vessels, we maintain “hull and machinery”, “hull interest”, “war”, “protection and indemnity” insurances and other minor

and locally required coverages such as cybersecurity, U.S. COFR, etc. Each insurance is placed with first class marine insurers and collectively affords protection against the majority of

accident-related risks that may arise in connection with our marine operations, including damage to and loss of a vessel arising from marine perils such as collisions (including collision

liability to third-party vessels where included under the hull policy), grounding, damage caused by crew negligence and adverse weather conditions as well as war perils, including

political-type exposures.

In the case of hull and war exposures, our Hafnia Vessels and JV Vessels are insured at no less than an average of 100% of the fair market value, with the product tanker hull

deductible applicable to particular damage claims being $100,000 per vessel per casualty. Vessel values are currently reviewed twice a year. There is no deductible for a claim for total loss

or for claims brought under the war cover. Within our war policy, we have war loss of hire insurance where a one-day deductible applies.

Protection and Indemnity Insurance

Protection and indemnity (P&I) insurance is placed with P&I Clubs. We place P&I insurance with P&I Clubs who are members of the International Group of P&I Clubs. P&I

insurance indemnifies us in respect of limited contractual exposures including under crew contracts and third-party liabilities arising out of a vessel’s operation in accordance with the

rules of the P&I Club where such liabilities are not covered under the vessel’s hull and machinery insurance. P&I liabilities include, injury or death of our crew or third parties, cargo loss

or damage, claims arising from collisions, damage to third-party property, salvage, towing, wreck removal and pollution.

The current insurance limit for pollution is $1 billion per vessel per incident except where pollution arises from a war peril in which case the limit may be lower.

The 12 P&I Clubs that comprise the International Group insure approximately 90% of the world’s commercial blue water tonnage and have entered into a pooling agreement to

reinsure each association’s liabilities. The pooling is regulated by a contractual agreement which defines the risks that can be pooled and how the risks are to be shared between the

participating P&I Clubs.

The International Group’s website states that the pool provides a mechanism for sharing all claims in excess of $10 million. The limit of cover provided by International Group Clubs

is approximately $8.9 billion and is partly protected through a market reinsurance program from $100 million up to $3.1 billion. The reinsurance premium required by market underwriters is

passed on by all P&I Clubs forming part of the mutual P&I rate. The reinsurance premium could materially affect the P&I premium paid by our vessels. Furthermore, if the International

Group is unable to renew the reinsurance program, or should there be insufficient reinsurance capacity to maintain the current program, this may impact the limit International Group

Clubs can offer.

As a member of a P&I Clubs, which is a member of the International Group, we are subject to pay premium to the association based on our claim records as well as the claim record

of all other members of the association and our P&I Clubs to contribute to other P&I Clubs claims Pool excess of $10 million and any exposure placed with the International Group’s

captive, Hydra.

Permits and Authorisations

We are required to obtain certain permits, licenses and certificates with respect to vessels in our Hafnia Fleet. The permits, licenses, and certificates we are required to obtain

depend on several factors, including the cargo transported, the waters in which the vessel will operate, the nationality of the vessel’s crew and the age of the vessel. We believe we have

obtained all permits, licenses and certificates currently required to permit our Hafnia Vessels and JV Vessels to operate. Additional laws and regulations may be adopted which could limit

our ability to do business or increase the cost of us doing business.

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Legal Proceedings

We have not been involved in any legal proceedings that we believe may have a significant effect on our business, financial position, results of operations or liquidity, and we are

not aware of any proceedings that are pending or threatened that may have a material effect on our business, financial position, results of operations or liquidity. From time to time, we

may be subject to legal proceedings and claims in the ordinary course of business, principally property damage and personal injury claims. We expect that these claims would be covered

by insurance, subject to certain deductibles. However, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Sustainability Reporting

We measure our sustainability targets and goals under CSRD and the EU Taxonomy. Our CSRD Report 2024, furnished to the SEC on Form 6-K, dated April 30, 2025 details our

progress meeting such sustainability targets and goals. The content of the CSRD Report 2024 is not incorporated by reference into this Form 20-F.

Industry

The information and data contained in this Annual Report relating to the international tanker industry has been provided by Clarksons Research and is taken from Clarksons

Research’s database and other sources. Clarksons Research has advised that: (i) some information in Clarksons Research’s database is derived from estimates or subjective

judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in Clarksons Research’s database and (iii) while

Clarksons Research has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject

to limited audit and validation procedures.

Summary

• Product tanker markets had another strong year in 2024 overall, though earnings moderated in the second half of 2024 and into early 2025.

• Medium Range (MR) spot earnings averaged $18,320 per day in the first quarter of 2025, down compared to the elevated levels seen in 2022-2024 but still roughly in line

with long-term averages.

• Growth in product tanker demand is normalising following very strong expansion in recent years as geo-political disruption (including the impacts of the Russia/Ukraine

war and re-routing round the Cape of Good Hope) saw the average distance of global seaborne products trade grow by 7% p.a. (per annum) across 2023-2024.

• Product tanker demand is expected to increase by a more moderate ~2% in 2025 on the basis that Red Sea disruption continues through this year, with improved Russian

exports and trends in refinery start-ups also likely to lend underlying support to demand.

• While direct impacts on seaborne oil products trade from additional tariffs have been limited in early 2025, there are some downside risks for the sector from the

deterioration of the world economy.

• Product tanker supply growth is expected to pick up in 2025, following strong ordering in 2023-2024 (especially in the LR2 sector), with product tanker fleet growth of 5.5%

expected, up from 1.7% last year. The orderbook is currently equivalent to 21.0% of fleet capacity, up from a low of 5.3% in May 2022 but still well below the peak of 63.2%

in January 2007.

• Impact of emissions regulations may increase gradually over time, restricting growth in active supply.

Product Tanker Industry Overview

The maritime shipping industry is fundamental to international trade as the only practicable and cost effective means of transporting large volumes of many essential commodities

and finished goods. The product tanker industry plays a vital link in the global energy supply chain. Tanker markets are highly competitive, with ship charter hire rates sensitive to

changes in demand for and supply of tanker capacity, and are consequently cyclical and volatile. Tankers make up approximately one third of the world’s merchant fleet by tonnage,

including product tankers, which generally carry refined petroleum products.

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In broad terms, tanker demand is a product of the amount of oil carried by tankers and the distance over which the cargo is transported. Seaborne oil trade volumes and patterns are

principally affected by changes in underlying oil demand linked to world and regional economic conditions, developments in supply of crude oil and refined petroleum products, shifts in

the regional prices of raw materials and products and changes in oil inventory levels.

A total of 3.0 billion tonnes of crude oil and oil products were moved by sea in 2024, of which 1.1 billion tonnes was oil products. Over the past ten years, oil products trade has

grown at an average rate of 0.8% p.a. in terms of tonnes though growth in terms of tonne-miles has been stronger, increasing by 2.8% p.a. Geo-political disruption has helped to drive

longer-haul trade in recent years (boosting tonne-mile trade growth), with the onset of the Russia/Ukraine war seeing a material increase in the average haul of products trade as Russian

producers have exported volumes outside Europe, while European buyers have pivoted towards buying increased products from U.S. and the Middle East. It is estimated that the re-

distribution of Russian/European oil products trade flows alone boosted products tonne-mile trade by ~14% across 2022 and 2023. Moreover, attacks on vessels in the Red Sea in late

2023 and through 2024 has seen several vessel owners and charterers decide to avoid transiting through the area. Total product tanker tonnage arrivals in the Gulf of Aden remained

~50% below 2023 levels in March 2025, with vessels re-routing around the Cape of Good Hope instead, lengthening voyage distances. This is currently providing a ~4% uplift to

products tonne-mile trade.

Oil products trade eased slightly on a volume basis last year, as reduced Russian exports and weak global refining margins saw products trade decline by 1.1% in 2024. However,

vessel re-routing away from the Suez Canal saw products tonne-mile trade grow by 7.0% in 2024.

In 2025, oil products trade is projected to increase by 1.2% in tonnes with Russian exports expected to recover somewhat (having been impacted by Ukrainian drone attacks since

start 2024), while additional refinery capacity in the Middle East and Africa is expected to support trade growth this year. There are a range of scenarios surrounding the

timing/magnitude of vessels returning to the Red Sea; on the basis that Red Sea disruption continues in 2025, products tonne-mile trade would grow by ~2% this year while if disruption

began to unwind later this year, products tonne-mile trade would grow by 0.4%.

While direct impacts on seaborne oil products trade from additional tariffs have been limited in early 2025, there are some downside risks for the sector from the deterioration of the

world economy. Recent trends and short-term projections are illustrated in the table below.

World Seaborne Tanker Trade

Year

Crude Oil Oil Products Total

million tonnes % y-o-y million tonnes % y-o-y million tonnes % y-o-y

2019 1,992 -3.0% 1,086 -2.8% 3,078 -3.0%

2020 1,841 -7.6% 967 -11.0% 2,808 -8.8%

2021 1,814 -1.5% 1,011 4.5% 2,824 0.6%

2022 1,938 6.8% 1,050 3.9% 2,988 5.8%

2023 1,988 2.6% 1,065 1.4% 3,053 2.2%

2024 (e) 1,953 -1.8% 1,053 -1.1% 3,007 -1.5%

2025 (f) 1,978 1.3% 1,066 1.2% 3,045 1.3%

2026 (f) 2,006 1.4% 1,086 1.8% 3,092 1.5%

CAGR* (2019-2024) -0.4% -0.6% -0.5%

CAGR (2014-2024) 0.5% 0.8% 0.6%

Source: Clarksons Research, April 2025

(f) forecasts, (e) estimates.

* compounded annual growth rate

The forecast for 2025 is for full year 2025 and is subject to change. There is only limited trade and economic data for 2025 and 2026 and these forecasts and estimates are subjective and

dependent on general economic conditions. There is no guarantee that trends are sustainable.

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World Seaborne Tanker Tonne-Mile Trade

Crude Oil Oil Products Total

Year

billion

tonne-miles % y-o-y

billion tonne-

miles % y-o-y

billion tonne-

miles % y-o-y

2018 10,578 2.9% 3,127 0.3% 13,705 2.3%

2019 10,366 -2.0% 3,145 0.6% 13,511 -1.4%

2020 9,665 -6.8% 2,856 -9.2% 12,521 -7.3%

2021 9,225 -4.6% 3,086 8.1% 12,312 -1.7%

2022 9,904 7.4% 3,249 5.3% 13,153 6.8%

2023 10,563 6.7% 3,467 6.7% 14,030 6.7%

2024 (e) 10,687 1.2% 3,709 7.0% 14,396 2.6%

2025 (f) 10,787 0.9% 3,724 0.4% 14,511 0.8%

2026 (f) 10,900 1.1% 3,680 -1.2% 14,580 0.5%

CAGR (2019-2024) 0.6% 3.4% 1.3%

CAGR (2014-2024) 1.6% 2.8% 1.9%

Source: Clarksons Research, April 2025

(f) forecasts, (e) estimates.

The forecast for 2025 is for full year 2025 and is subject to change. There is only limited trade and economic data for 2025 and 2026 and these forecasts and estimates are subjective and

dependent on general economic conditions. There is no guarantee that trends are sustainable. Tonne-mile trade growth projections are basis Red Sea disruption unwinding later in 2025

though stronger outcomes are possible if disruption continues.

Tanker supply is determined by the size of the existing fleet as measured by cargo carrying capacity. It is influenced by a variety of factors, primarily the size of the existing fleet, the

rate of deliveries of newbuilds, scrapping (the terms “scrapping”, “demolition” and “recycling” are used interchangeably), and other operating efficiency factors (for example, storage,

time in port or repair yards, congestion and vessel speed) which can influence the level of ‘active supply’ or ships available for charter. There are a total of 5,765 crude and product

tankers sized above 10,000 dwt, with an aggregate capacity of 653.8 million dwt. Product tankers constitute 29% of this fleet in tonnage terms, but 60% of the combined crude and

product tanker fleet in terms of vessel numbers.

Tanker fleet growth has been moderate in recent years, with product tanker fleet growth averaging 2.0% p.a. across 2019-2024. In 2024, fleet growth eased to +1.7% year-over-year,

the lowest level of expansion in over 20 years. Fleet growth in the crude tanker has been even more limited, with deliveries into the crude tanker fleet falling to a 30-year low last year.

However, fleet growth in the product tanker sector is expected to pick up in 2025, following firmer newbuild ordering trends in 2023-2024, with the orderbook equivalent to 21.0% of

fleet capacity in April 2025, up from a low of 5.3% in May 2022 but still well below the peak of 63.2% in January 2007. Overall, the product tanker fleet is projected to increase by 5.5% this

year, though ‘effective’ supply growth may be more moderate if some LR2 newbuilds, which account for ~50% of total product tanker orderbook capacity, initially trade dirty cargoes.

Handysize (10,000-54,999 dwt) product tanker supply growth is projected to pick-up to 4% in 2025.

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World Seaborne Tanker Fleet Development and Orderbook (million DWT)

Crude Tanker Product Tanker Total

End Year million DWT % y-o-y million DWT % y-o-y million DWT % y-o-y

2014 341.0 136.9 477.9

2015 347.3 1.8% 144.7 5.7% 492.0 3.0%

2016 367.6 5.8% 153.8 6.2% 521.3 6.0%

2017 385.9 5.0% 160.1 4.1% 546.1 4.7%

2018 388.2 0.6% 163.1 1.8% 551.3 1.0%

2019 413.5 6.5% 170.8 4.7% 584.3 6.0%

2020 427.3 3.4% 174.5 2.2% 601.8 3.0%

2021 434.9 1.8% 178.2 2.1% 613.1 1.9%

2022 453.1 4.2% 181.7 1.9% 634.8 3.5%

2023 461.3 1.9% 185.5 2.1% 646.8 1.9%

2024 462.5 0.2% 188.7 1.7% 651.2 0.7%

2025 (f) 466.4 0.8% 199.1 5.5% 665.5 2.2%

2026 (f) 479.0 2.7% 210.7 5.8% 689.7 3.6%

CAGR (2019-2024) 2.3% 2.0% 2.2%

CAGR (2014-2024) 3.1% 3.3% 3.1%

Fleet (April 2025) 462.9 190.9 653.8

Orderbook (April 2025) 50.7 40.1 90.8

% Fleet 10.9% 21.0% 13.9%

Source: Clarksons Research, April 2025.

Note (1): (f) = forecast.

Note (2): The product tanker fleet is classified as coated non-IMO graded tankers, IMO III graded tankers, IMO II graded tankers of 25,000 dwt and above which meet criteria: average

tank size >3,000 cubic meters (“cbm”), or, where average tank size is unknown, number of tanks <16 (for vessels of 25,000 dwt – 39,999 dwt), <18 tankers (for vessels of 40,000 dwt –

54,999 dwt), < 30 tanks (for vessels of 55,000 dwt – 84,999 dwt), tankers of unknown IMO grade of 25,000 dwt and above, uncoated non-IMO graded tankers below 55,000 dwt. Tankers

designated as specialised tankers and all tankers with stainless steel tanks are excluded.

Note (3): The data relating to product tankers is for the fleet sized 10,000 dwt and above.

Note (4): There is potential for the orderbook to be influenced by delays or cancellations.

The charter market is highly competitive. Charter rates are determined by a range of factors, including the underlying supply and demand balance for sea transportation capacity, as

well as specific vessel and voyage factors such as the individual route, location and specification of the vessel, and the reputation of the vessel and its manager.

While product tanker markets had another positive year in 2024, stronger conditions were weighted to the first half of 2024 when the impacts of Red Sea re-routing amplified pre-

existing market tightness. In the second half of 2024, product tanker earnings normalised as reduced Russian exports, weak global refining margins and an increased number of crude

tankers carrying clean cargoes saw earnings ease back. MR earnings eased back to $18,112 per day in the fourth quarter of 2024, the lowest quarterly average since 2021. In early 2025,

product tanker market conditions have picked up somewhat on the back of stronger Asian refining demand and improved arbitrage opportunities.

Looking ahead, product tanker markets may see some softening in 2025. Fleet growth is expected to pick-up while demand growth is expected to slow following robust gains across

2022-2024. However, while markets seem on course to ease back over the course of this year, the magnitude of the softening depends on a range of factors, including if/when Red Sea

disruption unwinds, the proportion of newly-delivered LR2s that initially trade dirty cargoes after delivery and the impact of trade tensions on oil demand and oil trade patterns.

Moreover, the geo-political environment remains very complex and also has the potential to impact markets significantly. In particular, a potential reversion of Russia/European products

trade flows to prior shorter-haul patterns would weaken product tanker demand significantly, though this still remains an unlikely scenario currently.

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Current Environmental and Regulatory Issues

The regulatory and policy framework surrounding shipping’s environmental impacts has continued to ramp up over recent years. In 2023, the IMO set targets for shipping to reach

net-zero emissions ‘by or around’ 2050, and to reduce GHG emissions by at least 20% (striving for 30%) by 2030 vs the 2008 level, and by at least 70% (striving for 80%) by 2040. The first

of the IMO’s regulations which aims to move the industry towards these targets, the ‘short-term measures’, came into force in start 2023 and includes the Energy Efficiency Existing Ship

Index (“EEXI”) which is a technical operational measure requiring improvements in efficiency compared to a baseline level, and the Carbon Intensity Indicator (“CII”), an operational

‘rating’ derived from vessel CO2 emissions. A review of the short-term measures is ongoing, due to be completed by start 2026, and some key issues in focus are estimating CII reduction

factors for the years 2027-2030 and a shift towards a continuous improvement plan for all ships, rather than just those that are D-E rated.

A range of ‘mid-term measures’, the next phase of IMO emissions reduction regulation, is currently under discussion at the IMO; it has been agreed that the basket of measures will

include a technical element; a ‘goal-based marine fuel standard’, which sets a limit on the GHG intensity of marine fuels and tightens over time, and an economic element which involves

a maritime GHG emissions pricing mechanism. Revenues from the economic measure may then fund e-fuel rebates, ‘green’ technology R&D and to support shipping’s fuelling transition

in developing countries. However, there remains significant debate around the economic element; a levy on GHG emissions (with proposals ranging from $18.75-$150 per tonne of CO

equivalent) has popularity with several IMO Member States, though key economies such as China and the U.S. support a credits trading system integrated with the fuel standard.

Emissions regulation in the EU has also been in focus; FuelEU Maritime, which entered into force in January 2025, establishes limits on the well-to-wake GHG intensity of marine fuels

used on voyages to/from EEA ports, which tighten over time. In 2025, the average GHG intensity must be 2% below the baseline (91.16g CO

equivalent/MJ) which tightens to 6% by

2030 and eventually to 80% by 2050. Furthermore, the share of applicable shipping emissions covered by the EU Emissions Trading System (ETS) increased at start 2025; shipping

companies now need to surrender allowances for 70% of their applicable emissions in 2025, from 40% in 2024.

These regulatory developments, combined with other developing governmental and policy requirements and charterer criteria are expected to have a range of impacts on the

shipping fleet and markets. In particular, adverse impacts on older and less efficient vessels are expected given the potential CAPEX and fuel costs involved in meeting new regulations,

potentially leading to reduced operating speeds, increased retrofitting of Energy Saving Technologies (“ESTs”) or increasing the rationale for demolition of these older vessels. Progress

in renewal of the fleet may be uneven, and there is potential for emissions policies to impact supply/demand balances (and increased ‘tiering’ of markets) via changes in chartering policy,

demolition levels and speed trends, potentially supporting market upside volatility.

The Product Tanker Industry

While crude tankers transport crude oil from points of production to oil refineries or storage locations, product tankers can carry both refined and unrefined petroleum products,

including crude oil, “dirty products” (including fuel oil, vacuum gas oil and carbon black feedstock), and “clean products” (e.g., gas oil, gasoline, kerosene and naphtha). Transportation

of clean products typically requires a vessel with coated tanks. Most product tankers have coated tanks, allowing vessels to transport various grades of refined petroleum products,

vegetable oils and easy chemicals without degrading the vessel’s steel or contaminating the cargo. Dirty products, however, are transported by a mixture of coated and uncoated tankers,

as trading patterns and market requirements dictate. “Dirty products” require heating to lower the viscosity of the cargo during transport, but require minimal tank or line preparation as

contamination of the cargo is not a crucial consideration. Product tankers make up 60% of the combined crude and product tanker fleet (above 10,000 dwt) in terms of vessel numbers

and 29% in terms of dwt, and are a key part of the global tanker trade. Although the product tanker market exhibits some independent behaviour from the crude tanker market, there is

also correlation between the two sectors and changes in one market may influence the other.

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Product Tanker Demand

Introduction

Demand for oil tankers is dictated by world oil demand and trade, and the location and accessibility of oil products supplies relative to the principal locations for discharging such

cargoes. The metric of tonne-miles is often used as a proxy for oil tanker demand and is a product of (a) the amount of cargo transported in tankers, multiplied by (b) the distance which

cargo is transported. Macroeconomic forces, both globally and regionally, have a significant impact upon world oil products consumption and, consequently, upon the volume of oil

products to be transported by sea. The average distance of sea transportation of oil products is affected by trading patterns, which are determined by a combination of economic and

geographic factors, refinery developments, regional products imbalances, seasonal variations, oil price trends and differentials in oil products prices between regions, environmental

influences, exceptional climatic conditions and geopolitical events.

Oil demand cycles move broadly in line with developments in the global economy and are often a key factor influencing tanker demand. In 2024, oil accounted for around a third of

world energy consumption. Oil demand has increased from 91.9 million barrels per day (“m bpd”) in 2013 to 103.1m bpd in 2024, driven by increasing world population, global economic

expansion and rising oil consumption in the transportation industries in developing countries. The developing world has been the key driver of continued growth in global oil

consumption, with oil demand in these nations growing by a CAGR of ~2% p.a. over the past ten years, whilst oil demand in OECD countries has remained relatively steady.

In 2024, global oil consumption growth slowed to +0.8% year-over-year as momentum in the ‘post-Covid’ demand recovery faded. European/U.S. oil consumption held steady while

Chinese demand growth cooled last year. In 2025-2026, oil demand is expected to continue growing at a moderate pace, driven by steady demand growth in Asia, though Chinese

demand trends remain highly in focus (where increased adoption of EVs and LNG-fuelled trucks is displacing gasoil/gasoline demand). Global oil consumption is projected to increase by

~1% p.a. across 2025-2026, reaching ~105m bpd next year.

Key Oil Products Trade Trends

Seaborne oil products trade volumes increased by a CAGR of 0.8% across 2014-2024, though trends have varied during this period. After growing by a steady c.1% p.a. in 2017-

2018 and falling by ~3% in 2019, oil products trade decreased by 11% in 2020 on the back of sharp impacts on global oil demand and refinery runs from the Covid-19 pandemic. Trade

volumes then picked up across 2021-2023 on the back of stronger oil demand ‘post-Covid’.

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In 2024, global seaborne oil products trade fell by 1.1% in tonnes (standing at 22.7m bpd), equivalent to 8% of total global seaborne trade. Softer oil products trade came against the

backdrop of weaker refinery margins as well as Russian exports declining by ~12% year-over-year amid significant refinery outages.

However, while trends in products trade have been mixed on a volume basis in recent years, growth on a tonne-mile basis has been stronger. In particular, the re-distribution of

Russian/European flows since the onset of the Russia-Ukraine conflict towards longer-haul flows boosted products tonne-mile trade by ~14% across 2022-2023. Moreover, shifts in

trading patterns due to the impact of Red Sea disruption saw products tonne-mile trade grow by 7% in 2024, while shifts in regional refining capacity also lent support.

In 2025, seaborne oil products trade is projected to grow by 1.2% in tonnes, with growth on the exporter side driven largely by the Middle East and Asia on the back of further

refinery capacity expansion, while moderate growth in global oil consumption may also support. In tonne-mile terms, trade is projected to grow by ~2% on the basis that Red Sea

disruption continues in 2025, while if Red Sea disruption began to ease later this year tonne mile trade would grow by 0.4%. While direct impacts on seaborne oil products trade from

additional tariffs have been limited in early 2025, there are some downside risks for the sector from the deterioration of the world economy.

Looking to 2026, products trade is projected to grow by ~2% to 23.5m bpd, amid steady gains in global oil demand and refinery capacity (e.g., in India/Middle East Gulf). Tonne-mile

trade is projected to remain fairly steady in 2026 (assuming Red Sea disruption begins to unwind later in 2026).

Key Import Trends

In recent years, products imports into different regions have been shaped by a range of factors, including oil demand, the Russia-Ukraine war, Red Sea disruption, refinery margins,

as well as developments in refinery capacity.

Imports into Asia grew by a CAGR of 1.0% across 2014‑2024, with increasing Chinese refinery capacity limiting China’s import volumes to some extent, though in 2024 Chinese

imports were supported by increased fuel oil imports by independent refiners amid tight availability of crude import quotas. Meanwhile, refinery closures in Oceania have supported firm

import growth into the region, with volumes increasing by a CAGR of 8.7% across 2014-2024 to 1.2m bpd, with imports often sourced from East Asia. Imports into Europe had been

supported across 2010-2016 by refinery closures in the region, but impacts from economic headwinds, the Covid-19 pandemic and efficiency gains on oil demand has limited import

volumes in recent years (imports totalled 6.0m bpd in 2024, down from 6.8m bpd in 2016, though this represents some improvement from the Covid-impacted low of 5.6m bpd in 2020).

Imports into Africa have been supported by gains in regional oil demand and a lack of sufficient domestic refinery capacity, as well as refinery closures in South Africa in recent years,

with total African imports growing by a CAGR of 2.1% across 2014-2024 to reach 2.0m bpd. However, imports into Africa did soften year-over-year in 2024 on the back of significant

refinery capacity gains, supported most notably by the beginning of operations of the Dangote refinery (total capacity: 0.65m bpd).

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In 2025, global import growth of 1.2% to 1.1 billion tonnes is expected to be led principally by Asia amid continued steady oil demand and refinery capacity growth, with some

import growth is also expected in Europe amid expected refinery closures.

Key Export Trends

The Middle East has been a key and growing products exporter in recent years. Shipments from the region grew by a CAGR of 5.9% across 2014-2024 to reach 4.6m bpd, supported

largely by expansion in regional refinery capacity (notably in Saudi Arabia and the United Arab Emirates). Meanwhile, exports from North America and Europe have been steadier (CAGR

of 0.7% and -1.2% respectively across 2014-2024) amid reductions in refinery capacity. Elsewhere, Russian exports were softer in 2024 (falling by 12% year-over-year), with Ukrainian

drone strikes on Russian refineries significantly reducing refinery capacity and throughput.

In 2025, export growth is projected from a range of regions, including the Middle East, Asia and Africa amid continued refinery capacity expansion. Furthermore, Russian volumes

are likely to rebound this year as some refineries come back online, with Russian products exports in the first quarter of 2025 reportedly up compared to the softer levels seen across the

fourth quarter of 2024, though still down year-over-year amid fresh sanctions and further Ukrainian drone attacks on Russian refineries.

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Trading Patterns

The average distance (or ‘haul’) of seaborne oil products trade remained relatively steady across 2012-2019, with growth in products volumes fairly evenly spread in this period

between inter-regional routes (e.g. Middle Eastern exports to Asia, Europe and North America, European exports to West Africa, and North American exports to South America) and

intra-regional trades (notably within Asia and Europe). However, the average distance of seaborne products trade trended upwards across 2020-2024, increasing by 19% to c.3,500 miles.

This largely reflected the impact of Russia-related trade pattern shifts as well as refinery capacity changes, with start-ups and expansions in the Middle East, West Africa, China, and

India, and closures in North America, South Africa and Australia supporting increased trade on longer-haul inter-regional routes. Amid a range of sanctions and policies, European

countries cut imports from Russia (volumes fell to c.0.4m bpd in 2024, down 46% versus 2021), instead increasing imports from further-afield suppliers (volumes shipped from the Middle

East, North America and Asia stood at 2.0m bpd in 2024, up 75% versus 2021). Meanwhile, despite a reduction in Russian exports overall in 2024, long-haul volumes remain elevated,

with 0.7m bpd exported to Asia, Africa, the Middle East and Latin America last year, up 31% versus 2021. Moreover, Red Sea disruption (beginning in December 2023) has added notable

support to products trade average haul due to significant levels of vessel re-routing via the Cape of Good Hope in order to avoid vessel attacks in the Red Sea, with Cape of Good Hope

arrivals up 101% versus 2023 average in tonnage terms in March 2025.

There remain a range of scenarios surrounding vessels returning to the Red Sea and this is providing uncertainty for tonne-mile projections. On the basis that Red Sea disruption

continues across 2025, products tonne-mile trade would grow by ~2% while if the Red Sea disruption began to ease later in 2025, tonne-mile trade growth would be limited to +0.4%.

Continued shifts in refinery capacity are providing some support (e.g. ongoing expansion in Middle Eastern and Indian exports, and growing imports into Japan and Europe following

refinery closures), as well as continued longer-haul trade patterns for Russian exports and European imports. Looking ahead, seaborne products trade average haul may ease slightly

next year on the basis that Red Sea disruption begins to unwind later on in 2026,while tonne-mile trade growth is expected to hold steady.

Trends In Refining Capacity

Trends in refinery capacity and throughput levels are a key driver of seaborne products trade patterns. At the start of March 2025, global refinery capacity totalled an estimated

101.7m bpd. Over a third of this capacity was located in Asia, with significant capacity also located in North America, Europe and the Middle East. Global refinery capacity has generally

expanded steadily over time to meet underlying growth in consumption of oil products, and has grown by around 7m bpd since 2014, although capacity did contract in 2020 and 2021 due

to several closures (notably in Europe) following impacts from the Covid-19 pandemic.

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However, over the last decade, refinery capacity additions in the Middle East and Asia (particularly China) have been key drivers of overall global capacity expansion, with China

adding 2.1m bpd of capacity in this period, and the Middle East adding 2.2m bpd (including the start-up of the 0.6m bpd Al-Zour refinery in Kuwait in late 2022 and the Duqum refinery in

Oman of 0.23m bpd in late 2023). The Indian refining sector also registered expansion, adding 1.0m bpd of capacity since 2015. Additionally, African refinery capacity increased by ~80%

year-over-year in 2024, with notable support coming on the back of the opening of the Dangote refinery in Nigeria (0.65m bpd). Meanwhile, the refining industries in OECD nations in

Europe and Japan have contracted as moderating oil demand trends in these regions has seen some legacy capacity closed. Following a stronger period in 2022-2023, global refining

margins weakened in 2024 against the backdrop of increased refining capacity and slowing oil demand growth.

Steady expansion in global refinery capacity is expected in coming years, driven largely by refinery expansion/development projects in India, China, and Africa, though offset

somewhat by losses in Europe, with global capacity projected to expand by ~1% across 2025. Expected start-ups scheduled to come online later this year include projects in, for example,

China (Yantai, 0.4m bpd), Nigeria (Akwa Ibom, 0.2m bpd), and India (Rajasthan, 0.2m bpd).

Oil Price Trends

Developments in the oil price environment can also impact seaborne oil products trade. Oil prices softened across 2024, despite significant cuts to production from OPEC+ as

slowing global demand growth (particularly in China) impacted, while growing supplies (mainly from non-OPEC producers, such as the U.S. and Brazil) also pressured prices. The price of

Brent crude averaged $80 per barrel, down marginally year-over-year. In early 2025, prices have continued to soften with the announcement that OPEC+ will begin unwinding output

curbs faster than expected and increased trade tensions seeing prices fall to $65per barrel in early April.

Trends in inventory levels also shape products trade trends. After products inventory levels built significantly during the first half of 2020 due to impacts from the Covid-19

pandemic on oil demand, in some regions the subsequent rebound in oil demand took time to filter through to improved products import volumes, while domestic stock levels decreased.

Throughout 2024, U.S. refined oil product inventories experienced fluctuations amid increased refinery runs, as U.S. refiners operated at over 90% capacity to address persistently low

fuel inventories and rising demand for gasoline and diesel. Conversely, European refined product inventories remained tight, with low stock levels prompting increased imports to

replenish supplies and meet regional demand.

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Product Tanker Supply

Tanker supply is determined by the size of the existing fleet as measured by cargo carrying capacity. It is influenced by a variety of factors, primarily the size of the existing fleet, the

rate of deliveries of newbuilds, scrapping, and other operating efficiency factors (for example, storage, time in port or repair yards, congestion and vessel speed) which can influence the

level of ‘active supply’ or ships available for charter.

The global oil tanker fleet is generally divided into several key vessel types, distinguished principally by carrying capacity. The major types of crude and product tankers are shown

in the following table.

Crude and Product Tanker Vessel Types

Class of Tanker Cargo Capacity (DWT) Typical Use

Ultra Large Crude

Carriers ("ULCCs")

> 320,000

Long-haul crude oil transportations from the Middle East Gulf, West Africa and the Americas, with main

destination being the Far East and Northern Europe.Very Large Crude

Carriers ("VLCCs")

200,000 - 319,999

Suezmax 125,000 - 199,999

Medium-haul crude oil transportations from the Middle East Gulf, West Africa, Black Sea, Mediterranean and the

US. Longer-haul shipments from Russia to Asia have increased since the onset of the war between Russia and

Ukraine.

Aframax/LR2 85,000 - 124,999

Short-to-medium haul crude oil trades, with major trade routes including intra-regional routes in Europe, the

US/Caribbean, and Asia and growing volumes from the US to Europe and elsewhere. Long-haul shipments from

Russia to Asia are also often carried on Aframaxes. LR2 tankers typically trade clean products on medium-to-long

haul routes, e.g. from the Middle East Gulf to the Far East or Europe.

Panamax/LR1 55,000 - 84,999

Carriage of crude oil and clean and dirty petroleum products cargoes. Transportations often carried out on the

Caribbean to US trade lane, along with North Sea, Far East & Mediterranean routes. Large volumes of clean

products also carried from the Middle East to Asia or Europe.

MR 40,000-54,999

Flexible vessels involved in medium-haul petroleum products trades both in the Atlantic Basin and intra-

Asian/Middle East/Indian Sub-Continent trades.

Short Range

(SR)/Handy

25,000 - 39,999

Short-haul of mostly refined petroleum products worldwide, usually on local or regional trade routes (notably

intra-Europe).

Source: Clarksons Research, April 2025

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The world fleet of crude and product tankers (of 10,000 dwt and above) totalled 5,765 ships of 653.8m dwt at the start of April 2025, including 2,330 crude oil tankers of 462.9m dwt,

and 3,435 products tankers of 190.9 dwt. The breakdown of the crude and products components of the fleet is illustrated in the table below. The footnotes to this table detail the

assumptions used.

World Crude Oil and Product Tanker Fleet

Class of Tanker Size (DWT) Fleet

% share of

DWT

Average Age

(Years)

% Fleet Over

15 Years

Number million DWT

Crude Tankers

UL/VLCC (Uncoated) 200,000+ 903 278.2 42.5% 12.7 37.3%

Suezmax (Uncoated) 125,000 - 199,999 652 102.4 15.7% 12.6 37.7%

Aframax (Uncoated) 85,000 - 124,999 700 77.1 11.8% 14.7 54.9%

Panamax (Uncoated) 55,000 - 84,999 75 5.2 0.8% 17.4 77.3%

Crude Tanker Total 2,330 462.9 70.8% 13.4 44.0%

Product Tankers

UL/VLCC (Coated) 200,000+ 0 0.0 0.0% 11.2 0.0%

Suezmax (Coated) 125,000 - 199,999 20 3.2 0.5% 15.4 60.0%

LR2 (Coated Aframax) 85,000 - 124,999 470 52.0 7.9% 10.9 33.0%

LR1 (Coated Panamax) 55,000 - 84,999 378 27.8 4.3% 15.5 61.9%

Medium Range (MR) 40,000 - 54,999 1,785 86.4 13.2% 13.3 46.4%

SR/Handy 25,000 - 39,999 437 15.9 2.4% 17.5 71.2%

SR 10,000 - 24,999 343 5.0 0.8% 16.0 44.3%

Product Tanker Total 3,435 190.9 29.2% 14.0 49.3%

Total Oil Tanker 10,000+ 5,765 653.8 100.0% 13.9 47%

Source: Clarksons Research, April 2025. Product Tanker Total refers to all vessels of 10,000+ dwt.

Note (1): The product tanker fleet is classified as coated non-IMO graded tankers, IMO III graded tankers, IMO II graded tankers of 25,000 dwt and above which meet criteria: average

tank size >3,000cbm, or, where average tank size is unknown, number of tanks <16 (for vessels of 25,000 dwt – 39,999 dwt), <18 tankers (for vessels of 40,000 dwt – 54,999 dwt), < 30 tanks

(for vessels of 55,000 dwt – 84,999 dwt), tankers of unknown IMO grade of 25,000 dwt and above, uncoated non-IMO graded tankers below 55,000 dwt. Tankers designated as

specialised tankers and all tankers with stainless steel tanks are excluded.

Note (2): The data relating to product tankers is for the fleet sized 10,000 dwt and above.

The fleet of product tankers increases as a result of the construction and delivery of newbuilds to the fleet and decreases as a result of the removal of older vessels by demolition or

otherwise, or through vessel loss. Over a short-term period, ‘active’ vessel supply is also affected by other factors, such as lay-up, use of vessels for oil storage, or if vessels are

awaiting repairs or dry docked. Trends in vessel productivity can also influence effective supply. Although oil product tankers are capable of transporting crude oil, dirty oil products

and clean oil products, the transportation of dirty products or crude oil requires significant cleaning operations, which can affect the number of ships immediately available to carry clean

refined products. Crude oil tankers can also carry refined oil products, once having been cleaned up. Permanent removal of a vessel can take place within a relatively short time frame,

typically within three months. The construction of a newbuild products tanker, however, typically requires between 18 months and three years from contract signing to delivery of the

vessel by the shipyard, depending on the schedule of the relevant shipyard’s orderbook.

Product tanker fleet capacity (vessels 10,000+ dwt) grew by a CAGR of 3.3% between the start of 2015 and the start of 2025, a more moderate rate of increase than the 2000-2010

CAGR of 8.4%, when fleet growth was boosted by strong newbuild investment amid robust product tanker markets conditions during 2004-2008. In recent years, product tanker fleet

growth has been relatively muted, averaging 2.0% p.a. across 2019-2024, largely reflecting the more limited contracting appetite in this period. However, there was a notable uptick in

contracting activity across 2023-2024, driving a pickup in projected fleet expansion in the short-term. Considering potential trends in deliveries and scrapping, robust growth of 5.5%

projected in 2025, followed by 5.8% in 2026, the fastest growth level in a decade. Fleet growth is likely to be strongest in the LR2 sector (11.8% fleet capacity expansion expected in 2025),

while fleet growth in the MR/Handy sector may be slightly more moderate, picking up to 3.9%.

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Product tanker deliveries (vessels 10,000+ dwt) totalled 51 units of 3.4m dwt in 2024, the lowest number of ships delivered in any year in over 20 years and ~60% below the 2010s

average of 134 units of 7.9m dwt. More limited delivery volumes came on the back of a historically moderate orderbook in recent years, though the pace of deliveries has picked up in

early 2025 and is expected to remain elevated across this year (147 vessels of 9.7m dwt currently scheduled to deliver this year) and 2026.

The level of scrapping is generally impacted by current and prospective charter market conditions in relation to scrapping prices, while other factors also impact, including

operating, repair and survey costs. Product tanker demolition (vessels 10,000+ dwt) has averaged 35 vessels of 1.4m dwt p.a. over the last ten years, with a recent peak of 81 units of 3.6m

dwt seen in 2021 during a period of weak earnings. Scrapping in 2024 was extremely limited, with just 3 units of 0.1m dwt reported sold for demolition, the lowest recorded level for >25

years. This primarily reflected the impact of continued strong market conditions, as well as appetite for some older tonnage on the secondhand market amidst growth in the ‘shadow’ or

‘dark’ tanker fleet. More moderate market conditions may see vessel scrapping begin to pick up in 2025-2026. Going forwards, in addition to market developments, the accelerating

regulatory environment is eventually expected to become an increasingly important factor in scrapping decision making, with potential for owners of older units to increasingly scrap

ships as environmental and emissions regulations tighten further. Significant ‘fleet renewal’ is expected amidst an ageing product tanker fleet; at the start of April 2025 the fleet had an

average age of 13.9 years (up from 9.5 years at the start of 2015), whilst 16% of product tanker fleet capacity was aged 20+ years and 47% was aged 15+ years.

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Average product tanker vessel speeds have generally trended downwards over the last c.15 years, against a backdrop of periods of market pressure and an increasing focus on

reducing vessel emissions. Product tanker speeds averaged 11.3 knots in 2024, down by ~20% since 2008 and slowing by 0.4% year-over-year as market conditions eased back across

last year. Building pressure from environmental regulations could lead to further downwards movement in vessel speeds going forwards, particularly for older ships.

Newbuild demand is affected by newbuilding prices in relation to current and anticipated charter market conditions. The orderbook indicates the number of vessels which have

been contracted at shipyards but are yet to be delivered to owners and is indicative of how vessel supply may develop in the coming years. The product tanker orderbook (vessels

10,000+ dwt) stood at 565 units of 40.1m dwt at the start of April 2025, equivalent to 21% of existing fleet capacity in dwt terms. The orderbook increased across 2024 following stronger

contracting volumes across 2023-2024, with the orderbook having risen from 24.7m dwt at the start of 2024 (equivalent to 13.3% of fleet capacity) and a recent low of 9.5m dwt (5.3% of

fleet capacity) in May 2022.

World Crude Oil and Product Tanker Orderbook

Class of Tanker Size (DWT) Orderbook Orderbook Delivery Schedule (million DWT)

No. million DWT % of fleet 2025 2026 2027+

Crude Tankers

UL/VLCC 200,000+ 91 27.9 10.0% 1.5 8.7 17.7

Suezmax (Uncoated) 125,000 - 199,999 113 17.8 17.4% 3.9 6.1 7.7

Aframax (Uncoated) 85,000 - 124,999 40 4.6 5.9% 0.8 1.3 2.5

Panamax (Uncoated) 55,000 - 84,999 6 0.4 7.5% 0.0 0.1 0.3

Crude Tanker Total 250 50.7 10.9% 6.3 16.2 28.2

Product Tankers

UL/VLCC (Coated) 200,000+ 0 0.0 0.0% 0.0 0.0 0.0

Suezmax (Coated) 125,000 - 199,999 0 0.0 0.0% 0.0 0.0 0.0

LR2 (Coated Aframax) 85,000 - 124,999 176 20.1 38.7% 4.4 6.7 9.0

LR1 (Coated Panamax) 55,000 - 84,999 66 4.9 17.7% 0.8 1.6 2.5

Medium Range (MR) 40,000 - 54,999 287 14.2 16.4% 4.2 5.2 4.8

SR/Handy 25,000 - 39,999 17 0.6 3.7% 0.1 0.3 0.1

SR 10,000 - 24,999 19 0.3 6.0% 0.1 0.2 0.0

Product Tanker Total 565 40.1 21.0% 9.7 14.0 16.5

Total Oil Tanker 10,000+ 815 90.8 13.9% 15.9 30.2 44.7

Source: Clarksons Research, April 2025. Product Tanker Total refers to all vessels of 10,000+ dwt.

Note (1): The product tanker fleet is classified as coated non-IMO graded tankers, IMO III graded tankers, IMO II graded tankers of 25,000 dwt and above which meet criteria: average

tank size >3,000cbm, or, where average tank size is unknown, number of tanks <16 (for vessels of 25,000 dwt – 39,999 dwt), <18 tankers (for vessels of 40,000 dwt – 54,999 dwt), < 30 tanks

(for vessels of 55,000 dwt – 84,999 dwt), tankers of unknown IMO grade of 25,000 dwt and above, uncoated non-IMO graded tankers below 55,000 dwt. Tankers designated as

specialised tankers and all tankers with stainless steel tanks are excluded.

Note (2): Going forward, the orderbook may be influenced by delays, cancellations and the re-negotiation of contracts. Due to these technical and contractual issues, there is currently

some uncertainty surrounding the orderbook. The figures quoted above relate to the orderbook as at March 1, 2025 and take no account for these potential delivery problems. In

addition further newbuild orders will be placed going forward.

Note (3): The data relating to product tankers is for the fleet sized 10,000 dwt and above.

Product tanker contracting continued at a firm pace in 2024, supported by the extended period of strong vessel earnings across 2022-2024. The volume of product tanker orders

placed (vessels 10,000+ dwt) averaged 5.4m dwt p.a. across 2018-2022, almost half the average of the previous five-year period. In comparison, 299 product tankers of 21.1m dwt were

ordered in 2024, the strongest annual total in capacity terms since 2006 (following 263 product tankers of 18.5m dwt contracted in 2023). Orders were placed with delivery scheduled in

2025-2029, with total product tanker deliveries in 2025-2026 projected to tick up notably, particularly in the LR2 sector. In early 2025, ordering has been slower following firm volumes

across 2022-2024, while uncertainty surrounding the USTR investigation into Chinese shipbuilding is also impacting.

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The table below outlines the major builders of MR tankers, ranked by orderbook:

MR Tankers - Top Builders

Builder Builder Country Delivered 2024 Orderbook Orderbook Delivery Schedule (million DWT)

million DWT No. million DWT 2025 2026 2027+

Hyundai Mipo South Korea 0.1 50 2.5 1.2 1.1 0.2

GSI Nansha China 0.1 33 1.6 0.2 0.4 1.0

Hyundai Vietnam SB Vietnam 0.3 32 1.6 0.4 0.4 0.8

Jiangsu New YZJ China 0.1 23 1.1 0.3 0.6 0.2

Chengxi Shipyard China 18 0.9 0.2 0.5 0.2

Penglai Jinglu SY China 18 0.9 0.1 0.3 0.4

K SB (Jinhae) South Korea 0.4 11 0.6 0.3 0.2 0.1

Minaminippon (Ozai) Japan 9 0.5 0.1 0.2 0.2

Zhoushan Changhong China 0.0 9 0.4 0.0 0.2 0.1

Huanghai SB China 8 0.4 0.1 0.3

Top 10 % Share 95% 74% 74% 70% 80% 71%

Total 1.0 287 14.2 4.2 5.2 4.8

Source: Clarksons Research, April 2025

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Recent developments in the fleet and orderbook are shown below:

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The overall comparison between supply growth and demand growth can be seen in the graph below:

The Product Tanker Market

The charter market is highly competitive and based primarily on the offered charter rate, the location and technical specification of the vessel and the reputation of the vessel and its

manager. Typically, the agreed terms are based on standard industry charter parties prepared to streamline the negotiation and documentation processes. The most common types of

employment structures for a tanker are spot market, COA, time charter, bareboat charter and pool employment. When employed in a pool, the vessel is part of a fleet of similar vessels,

brought together by their owners in order to exploit efficiencies and benefit from a revenue sharing mechanism. The pool operator sources different cargo shipment contracts and directs

the vessels in an efficient way to service these obligations. Pools can benefit from profit and loss sharing effects, sharing geographical market exposure and potentially less idle time

through coordination of vessel movements, but vessels sailing in a pool remain vulnerable to adverse market conditions.

Freight and hire rates for product tankers trading under spot charters are very sensitive to fluctuating demand for and supply of vessels, and rates are consequently volatile. Rates

are also strongly affected by seasonal fluctuations in demand from end consumers. While trends in the product tanker market are heavily impacted by product tanker supply and demand

trends, typically market conditions have also been well correlated with crude oil tanker market developments, partly reflecting the fact that some crude and products tankers have the

potential to act as ‘swing tonnage’ between the crude, dirty and clean product markets.

Rates and earnings in the product tanker market were strong across 2024 overall, though markets did soften across the second half of 2024. Average clean MR spot earnings

averaged $27,484/day in 2024, down 5% y-o-y though still 56% above the 10-year average. Product tanker markets received support last year from vessels re-routing away from the Red

Sea, which lengthened voyage distances and added ~4% to products tonne-mile trade last year. Earnings were particularly strong in the first half of 2024 as the impacts from vessel re-

routing amplified by an already tight supply-demand balance (against the backdrop of longer-haul Russian/European imports), particularly in the LR market with LR2 earnings spiking to

> $100,000/day in early 2024 on some routes. Over the first half of 2024, LR2 earnings on the Middle East Gulf-Japan route averaged $54,363/day, the strongest half-year on record.

However, across the summer, markets began to ease back against the backdrop of seasonally softer conditions during the third quarter while reduced Russian exports, soft global

refinery margins and an increased number of crude tankers carrying clean cargoes also impacted markets across second half of 2024. Product tanker markets have improved across early

2025, particularly in the LR sectors on the back of increasing refinery throughput, firmer Asian demand for a range of products and increased arbitrage opportunities. LR earnings on the

Middle East Gulf-Japan route averaged $32,873 per day in March, standing at the highest level since July 2024, though still ~40% below year-ago levels. Meanwhile, MR markets have

also improved across early 2025, with average clean MR earnings rising to $23,784/day in late March, the highest level in 8 months.

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The above statistics are based on a non-scrubber fitted, ‘non-eco’ MR product tanker built in c.2010 and a non-scrubber fitted, ‘non-eco’ LR2 product tanker built in 2010. Vessels

fitted with scrubbers and those built more recently with ‘eco’ specifications are generally able to achieve premiums on these levels. For example, clean earnings for a c.2015-built ‘eco’

scrubber-fitted MR averaged $31,315 per day in 2024, compared with $25,698 per day for a c.2010 built unit (non-eco, non-scrubber fitted).

The vessels used in the time charter estimates are standard modern vessels in this market sector. Clarksons Brokers estimate time charter rates each week for these standard vessels,

which is informed by transactions and ongoing negotiations associated with vessels of similar size. There is no guarantee that current rates are sustainable and rates may increase and

decrease significantly over short periods of time.

Product tanker asset values have also fluctuated over time, and there is a relationship between changes in asset values and the charter market. Newbuilding prices remain elevated,

despite some initial signs of easing in early 2025. In March 2025, the guideline newbuilding price for an MR stood at $49.5m, down 5% since the start of 2025, though still up by ~40%

since the start of 2020. While limited slot availability has continued to provide support for newbuild prices across 2024 and into early 2025, slowing newbuild ordering activity and

moderating steel prices have seen newbuild asset prices ease.

Meanwhile, secondhand product tanker prices have also eased over recent months against the backdrop of softer product tanker charter markets. The guideline price for a 5 year

old secondhand MR tanker stood at $41m in March 2025, down 19% from a 17-year high of $50.5m in August 2024 but still 37% above start 2022. Asset values for LR and Handy tankers

have followed similar trends to MR tankers.

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The following tables summarize recent market developments relating to Handy, MR and LR1 product tankers for both charter rates and asset values.

Handy Product Tankers: Time Charter and Asset Value Summary Table

Spot Time Charter (US$/day) Asset Prices (US$ million)

Earnings 1 Year 3 Year 5 Year Old 10 Year Old

2015 22,094 15,880 15,250 25.0 17.0

2016 8,962 13,998 14,264 19.0 14.0

2017 7,380 11,430 12,841 22.0 13.0

2018 6,734 11,572 12,750 24.0 14.0

2019 14,560 13,425 12,938 25.0 15.0

2020 13,881 12,995 13,399 23.0 14.0

2021 7,930 10,797 12,854 25.0 14.5

2022 45,087 17,774 14,346 34.0 23.0

2023 40,512 24,947 17,760 38.0 29.0

2024 25,215 26,192 19,563 37.0 27.0

2025 YTD* 23,815 18,375 17,679 36.0 28.5

March-2025 29,277 18,000 17,000 36.0 28.5

5 Year Avg 26,454 18,511 15,574 31.2 21.7

5 Year Peak 96,711 28,000 23,250 45.5 36.0

5 Year Trough 411 10,250 12,250 23.0 13.5

10 Year Avg 19,194 15,888 14,592 27.2 18.2

10 Year Peak 96,711 28,000 23,250 45.5 36.0

10 Year Trough 333 10,250 12,250 19.0 13.0

20 Year Avg 19,277 16,447 15,416 29.0 19.6

20 Year Peak 96,711 28,000 23,250 47.0 37.0

20 Year Trough 333 10,000 10,500 19.0 12.0

*YTD January - March 2025

Source: Clarksons Research, April 2025.

Note (1): All earnings are basis annual or monthly averages, with values basis end period.

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MR Product Tankers: Time Charter and Asset Value Summary Table

Spot Time Charter (US$/day) Asset Prices (US$ million)

Earnings 1 Year 3 Year Newbuild 5 Year Old

2015 21,405 17,769 16,409 35.5 29.0

2016 12,124 15,092 15,212 32.5 22.0

2017 10,220 13,219 14,000 33.8 25.0

2018 8,750 13,120 14,154 36.5 27.5

2019 13,740 14,683 14,714 35.8 30.0

2020 15,251 14,440 14,930 34.0 26.0

2021 6,740 12,429 13,545 41.0 29.0

2022 31,775 20,570 16,123 43.5 40.0

2023 28,933 26,832 22,034 47.5 43.5

2024 27,484 27,589 23,880 52.0 42.0

2025 YTD* 18,581 19,438 18,250 49.5 41.0

March-2025 21,347 19,063 17,750 49.5 41.0

5 Year Avg 21,978 20,341 18,085 42.3 35.8

5 Year Peak 74,081 31,250 26,250 52.0 50.5

5 Year Trough 3,185 11,625 13,500 34.0 26.0

10 Year Avg 17,611 17,560 16,492 38.6 31.1

10 Year Peak 74,081 31,250 26,250 52.0 50.5

10 Year Trough 3,185 11,625 13,500 32.5 22.0

20 Year Avg 17,097 18,122 17,201 39.6 33.2

20 Year Peak 74,081 32,000 26,250 53.5 54.0

20 Year Trough 3,185 11,500 12,500 32.5 22.0

*YTD January - March 2025

Source: Clarksons Research, April 2025.

Note (1): All earnings are basis annual or monthly averages, with values basis end period.

LR1 Product Tankers: Time Charter and Asset Value Summary Table

Spot Time Charter (US$/day) Asset Prices (US$ million)

Earnings* 1 Year 3 Year Newbuild 5 Year Old

2015 24,847 23,567 20,510 45.0 35.0

2016 12,903 18,116 17,715 41.0 28.0

2017 8,247 13,077 14,875 41.5 28.0

2018 8,397 12,962 14,500 44.0 30.0

2019 15,147 16,635 15,233 44.5 32.5

2020 19,858 16,918 16,288 42.5 29.0

2021 7,052 13,583 15,625 51.0 31.0

2022 33,338 25,236 20,423 54.0 45.0

2023 28,155 32,707 26,188 57.5 51.0

2024 30,121 34,077 28,606 62.0 53.0

2025 YTD** 19,063 20,875 19,357 59.5 50.0

March-2025 24,385 20,500 18,500 59.5 50.0

5 Year Avg 23,641 24,462 21,404 52.0 40.9

5 Year Peak 114,370 42,500 32,000 62.0 58.0

5 Year Trough 566 12,750 15,625 42.5 29.0

10 Year Avg 18,773 20,669 18,987 47.7 36.1

10 Year Peak 114,370 42,500 32,000 62.0 58.0

10 Year Trough 566 12,500 14,375 41.0 26.5

20 Year Avg 19,369 21,135 19,801 49.0 38.7

20 Year Peak 114,370 42,500 32,000 68.0 62.0

20 Year Trough 566 12,500 14,000 40.5 24.0

*Basis LR1 Ras Tanura-Chiba Route, **YTD January -March 2025

Source: Clarksons Research, April 2025.

Note (1): All earnings are basis annual or monthly averages, with values basis end period.

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Competitive Landscape

The product tanker market is comprised of a variety of ship owners and operators of varying sizes. A vessel is either operated directly by the owner, or by a third party. This

includes the use of commercial pool management. Pools are an important feature of the product tanker market, and have been relatively successful compared to other sectors. Pools are

arrangements in which owners work together to organise the commercial management of a group of vessels, allowing them to share revenues, while potentially minimising idle time.

Conversely, the decision not to compete can mean that pooled vessels are prone to sharing the effects of any adverse market conditions. The leading owners within the product tanker

market are detailed below. Ownership of product tankers is more consolidated than in the bulk carrier sector. The below table reflects the ownership of vessels and therefore, vessel

operators who have financed one or more vessels through sale and lease-back arrangements may operate a higher number of vessels than the number of vessels listed in the respective

segments below. Additionally, some of the owners listed in the below tables are not operators of vessels and therefore not competitors in the market for the operation of product tankers.

Certain tankers capable of carrying chemicals are not included in the below tables.

Top Handy Product Tanker

(25,000-39,999 dwt) Owners

Top MR Product Tanker

(40,000-54,999 dwt) Owners

Name

Fleet & Orderbook

Name

Fleet & Orderbook

Number m DWT

Waruna Nusa Sentana 24 0.86 TORM A/S 57 2.84

Scorpio Tankers 14 0.54 Scorpio Tankers 47 2.32

Maersk Tankers 10 0.39 Sinokor Merchant 45 2.24

Evalend Shipping 8 0.30 Hafnia Limited 44 2.21

IMS SA 8 0.30 Nissen Kaiun 42 2.10

Soechi Lines 7 0.26 Intl Seaways 41 2.05

Hafnia Limited 6 0.23 CMG Nanjing Tanker 42 2.02

Navi Montanari 6 0.23 COSCO Shpg Energy 36 1.67

Spring Marine Mgmt 6 0.23 Pertamina Intl Shpg 23 1.11

Iver Ships BV 6 0.22

Eastern Pacific Shpg 22 1.10

Top 10 % Share 20.9% 21.6% Top 10 % Share 19.3% 19.5%

Total 454 16.52

Fleet Total 2,072 100.58

Source: Clarksons Research, April 2025

Top LR1 Product Tanker

(55,000-84,999 dwt) Owners

Top LR2 Product Tanker

(85,000-124,999 dwt) Owners

Name

Fleet & Orderbook

Name

Fleet & Orderbook

Number m DWT

*Hafnia Limited 24 1.80 Scorpio Tankers 38 4.08

Dynacom Tankers Mgmt 22 1.63 TORM A/S 18 2.44

COSCO Shpg Energy 15 1.12 Eastern Pacific Shpg 17 2.24

Tsakos Energy Nav 14 1.03 Frontline 17 1.98

Intl Seaways 12 0.90 Navios MLP 16 1.84

Evalend Shipping 10 0.75 Dynacom Tankers Mgmt 14 1.84

d'Amico Intl Shpg 10 0.75 COSCO Shpg Energy 14 1.76

TORM A/S 10 0.74 Union Maritime 12 1.70

Navios MLP 8 0.60 Cido Shipping 10 1.61

Prime Tanker Mgmt 8 0.60

Thenamaris 10 1.59

Top 10 % Share 30.0% 30.3% Top 10 % Share 25.7% 29.2%

Fleet Total 444 32.76

Fleet Total 646 72.10

Source: Clarksons Research, April 2025

*Includes Hafnia Pioneer which CRSL categorises as a chemical parcel tanker

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C. Organizational Structure

Hafnia is the parent company for our subsidiaries. We have 68 (direct or indirect) wholly-owned subsidiaries. Additionally, we have a 50% (direct or indirect) ownership interest or

voting rights interest in 21 companies. See Exhibit 8.1 for a list of our subsidiaries as at December 31, 2024 and their respective jurisdictions of formation.

We note that in addition to the subsidiaries listed in Exhibit 8.1, we have made investments in a number of companies where our ownership and voting interest is below 50%. In the

past, we have for example invested in projects relating to the production of green energy and projects regarding development of technologies which can possibly be used in our

business in a short, medium, or long term perspective. We do not consider these investments a material part of our business.

D. Property, Plants and Equipment

We own no material property other than our Hafnia Vessels, shares in our joint ventures and shares in other companies. We lease office space in various jurisdictions and had the

following material leases in place as at December 31, 2024:

• Singapore: 10 Pasir Panjang Road, #18-01 Mapletree Business City, Singapore 117438

• Copenhagen: Hans Bekkevolds Alle 7, 2900 Hellerup, Denmark

• Houston: 1800 West Loop South, Suite 1925, Houston, Texas 77027, United States of America

• Dubai: Jumeirah Business Center 1, Unit No. 4003, Jumeirah Lakes Towers, Dubai, United Arab Emirates

On January 29, 2025, our Dubai office relocated to Tamweel Tower, #304, Cluster U, Jumeirah Lake Towers, Dubai, United Arab Emirates.

Patents, Licenses and Trademarks

We have no material patents and do not use any licenses other than ordinary information technology licenses.

We do not have a trademark registration of our name (Hafnia) or logo. We have usage rights to our logo.

We have registered our primary domains: hafnia.com, hafniatankers.com and hafniabw.com. None of the information contained on our website is incorporated into or forms a part of

this Annual Report.

Facilities

We are not aware of any environmental issues or other constraints that would materially impact the intended use of our facilities.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following presentation of management’s discussion and analysis of results of operations and financial condition should be read in conjunction with our Consolidated

Financial Statements, accompanying notes thereto and other financial information appearing in “Item 17. Financial Statements.” You should also carefully read the following

discussion with the sections of this Annual Report entitled “Item 3. Key Information – D. Risk Factors”, “Item 4. Information on the Company – B. Business Overview –Industry”, and

“Cautionary Statement Regarding Forward-Looking Statements.” Our consolidated financial statements for the years ended December 31, 2024, 2023, and 2022 (restated) have

been prepared in accordance with IFRS Accounting Standards as issued by the IASB.

For a discussion of our operating results in 2023 compared with 2022, reference is made to “Item 5. Operating and Financial Review and Prospects” included in our

Registration Statement on Form 20-F, filed with the SEC on March 27, 2024, as amended by our Amendment No. 1 to Registration Statement on Form 20-F, filed with the SEC on

April 1, 2024 (our “2024 Registration Statement”).

Our consolidated financial statements are presented in U.S. dollars ($) unless otherwise indicated. Any amounts converted from another non-U.S. currency to U.S. dollars in this

Annual Report are at the rate applicable at the relevant date, or the average rate during the applicable period.

Overview

We are an international shipping company providing seaborne transportation of refined oil, other petroleum products and certain chemical products. We operate directly and

through our Pools a modern fleet of the following vessel types: LR2, LR1, MR, Handy, and Specialised vessels. See “Item 4. Information on the Company – B. Business Overview – Our

Business” for additional information about the vessels in our Combined Fleet.

We operate the following ten pools that we refer to collectively as the Pools: LR2 Pool, LR1 Pool, Panamax Pool, MR Pool, Handy Pool, Chemical-MR Pool, Chemical-Handy Pool

and the Small, Intermediate and City Pools, which are collectively referred to as the Specialised Pool. See “Item 4 – Information on the Company – B. Business Overview – Our Business

– The Pools” for additional information about our Pools. The majority of our Hafnia Vessels and TC Vessels are employed on voyage charters and time charters through our Pools,

whereby earnings are subject to profit sharing with other pool participants. Our Pool Managers receive only management fees in connection with such services. Some of our Hafnia

Vessels are also employed on time charters and voyage charters outside of the Pools. For our JV Vessels, some are operated through the Pools and some are on time charters outside the

Pools.

We believe that our pool employment strategy provides us with a competitive advantage in optimising the earnings of our Hafnia Vessels and TC Vessels. By operating a large

number of vessels, our commercial pools offer operating efficiencies, thereby enhancing utilisation rates, which we believe enables us to outperform the spot market over time. We

strategically employ our Hafnia Vessels and TC Vessels in pools that are primarily focused on spot market voyage charters, which we believe positions us to capitalise on improving rates

in the product tanker market. In addition, our strategy allows us to more efficiently deploy our vessels to limit idle time and provide more stable earnings relative to our non-pooled peers

participating in the spot market. Importantly, our pool employment strategy will also allow us to directly benefit from the anticipated fuel savings of our newbuild vessels, as under spot

market voyage charters we are responsible for all voyage expenses, including bunker fuel costs, which are generally the largest expense.

Please see below an overview of the utilisation rate for our Hafnia Vessels and TC Vessels for the years ended December 31, 2024, 2023 and 2022, respectively. Utilisation rate is

operating days out of calendar days (both for Hafnia Vessels and TC Vessels).

Utilisation rate

2024 2023 2022

LR2 94.2% 99.9% 99.9

LR1 97.2% 96.5% 96.3

MR 98.1% 98.8% 98.3

Handy 98.3% 99.1% 98.1

Stainless N/A

(1)

N/A

(1)

95.7

Specialised N/A

(2)

98.3% N/A

(2)

All Hafnia Vessels and TC Vessels 97.7% 98.4% 97.9

(1) We entered and exited the Stainless segment in 2022.

(2) We entered and exited the Specialised segment in 2023.

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Our utilisation rates are largely unaffected by increases or decreases in our fleet size. This is due to our definition of operating days (as defined further below) which only excludes

technical off-hire days. The reason we only exclude technical off-hire days and not commercial off-hire days is a result of the way we employ our Hafnia Vessels and TC Vessels. When

our Hafnia Vessels and TC Vessels are not employed on long-term time charters, they are almost always employed within our Pools which mean that they will earn revenue from the Pool

regardless of whether they are commercially on-hire or off-hire due to the profit-sharing mechanisms in the Pools. Our utilisation rates are therefore primarily affected by planned and

unplanned drydocking and other repairs, surveys, and maintenance. When we acquire new vessels, we may have to perform maintenance, repairs or modifications to the vessels and

change the vessels’ technical manager which may lead to technical off-hire days.

Revenue

We generate revenue by charging our customers for the transportation of their refined oil products, other petroleum products, and chemical products using our Hafnia Vessels and

TC Vessels. Revenue primarily consists of revenue from voyage charters and time charters. Revenue from voyage charters also includes revenue from vessels on COAs or CVCs or

short-term time charters (less than six months) and therefore the main distinction between the revenue streams is whether the underlying contracts are short-term or long-term contracts.

For our agency-based Pools, we have assessed that we have limited rights as Pool Managers. We account for the management fees we receive on External Vessels (Pool Vessels and

JV Vessels employed in the Pools) as other operating income. For our Hafnia Vessels and TC Vessels employed in the Pools, we recognise gross revenue in Revenue (Hafnia Vessels and

TC Vessels).

For our disponent-owner Pools, we have assessed that the rights conferred from the time charter arrangement in the pool agreements under the ‘disponent-owner’ model provided

us with the control of a right to a service to be performed using the vessels in such Pools for the end charterers, and hence allowing us as the pool manager to recognise revenue as a

principal in line with IFRS 15 – Revenue from Contracts with Customers. We recognise gross revenue for all vessels employed in such Pools, in Revenue (Hafnia Vessels and TC Vessels)

for our Hafnia Vessels and TC Vessels, and Revenue (External Vessels in Disponent-Owner Pools) for the External Vessels. We continue to account for the management fees we receive on

External Vessels employed in the Pools as other operating income.

Revenue is affected by hire/freight rates and the number of operating days a vessel operates.

We account for investments in the JV Vessels as equity investments. Earnings from those vessels are not consolidated in our financial statements, however if JV Vessels are

employed in disponent-owner Pools, we will recognise revenue from such vessels in Revenue (External Vessels in Disponent-Owner Pools). Therefore, although we may receive

dividends from JV companies, our Revenue (Hafnia Vessels and TC Vessels) does not include revenue from our JV Vessels.

The following describes the two basic types of contractual arrangements; voyage charters and time charters:

Voyage charters in the spot market. The spot market generally refers to the segment of the market where vessels are employed for a single voyage. A vessel earns income from each

individual voyage. Spot market pricing, which can be volatile, is influenced by a number of factors, including the number of competing vessels, the number of cargoes available, oil

pricing and arbitrage, worldwide events and weather. Idle time between voyages is possible depending on the availability of cargo and positioning of the vessel. Under a spot market

voyage charter, the vessel owner pays for the voyage expenses (less specified amounts covered by the contract), including bunker and port costs, and the vessel operating expenses.

All freight voyage charter revenues and voyage expenses are recognised on a percentage of completion basis. Load-to-discharge basis is used in determining the percentage of

completion for all spot voyages and voyages servicing contracts of affreightment. Under the load-to-discharge method, freight voyage charter revenue is recognised evenly over the

period from the point of loading of the current voyage to the point of discharge of the current voyage. We do not begin recognising revenue until we have entered into a contract with a

customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, nor do we recognise revenue when a vessel is off-hire.

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Time charter. Under a time charter, vessels are chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on

inflation, interest rates or changes in current market rates. Under time charters, we operate and are responsible for crewing and arranging for technical management for the vessels. We

also bear other operating expenses, such as repairs and maintenance, insurance, stores, lube oil, communications expenses and technical management fees of the vessels. Revenue from

time charters, accounted for as operating leases, is recognised rateably over the rental periods of such charters, as services are performed.

External commercial pools: Following the CTI Transaction, we had Hafnia Vessels trading in external commercial pools until December 2022. We have assumed commercial

management of those vessels and no longer have any Hafnia Vessels or JV Vessels employed in third-party commercial pools.

The table below illustrates the primary distinctions between the two employment arrangements generally used to employ tankers:

Spot Market

Voyage Charter Time Charter

Typical contract length Single voyage Six months or more

Hire rate basis

(1)

Varies Daily

Voyage expenses

(2)

Owner pays Charterer pays

Vessel operating expenses for owned, lease financed, or bareboat chartered-in vessels

(3)

Owner pays Owner pays

Charterhire expense for time or bareboat chartered-in vessels

(3)

Owner pays Owner pays

Off-hire

(4)

Charterer does not pay Charterer does not pay

(1) “Hire rate” refers to the basic payment from the charterer for the use of the vessel.

(2) “Voyage expenses” primarily include bunkers, port charges, canal tolls, cargo handling operations and brokerage commissions.

(3) “Vessel operating expenses” and “Charterhire expense” are defined below under “Important Financial and Operational Terms and Concepts”.

(4) “Off-hire” refers to the time a vessel is not available for service due primarily to scheduled and unscheduled repairs or drydockings. For TC Vessels, we do not pay the charterhire

expense when the vessel is off-hire.

As at December 31, 2024, 97 of our Hafnia Vessels and TC Vessels were operating in the Pools or on spot charters outside the Pools and 16 were operating on time charter-out

agreements outside of the Pools.

In 2023, we changed our LR2 Pool, LR1 Pool, MR Pool and Handy Pool from agent-to-owner pools to disponent-owner pools as further described in “Item 4. Information on the

Company – B. Business Overview – The Pools”. In 2024, an additional Panamax pool was set up under the disponent-owner model.

How We Evaluate Our Operations

We manage our business through the following operating and reporting segments:

• LR2 tankers

• LR1 tankers

• MR tankers

• Handy tankers

In 2023, our Hafnia Fleet comprised one vessel in the Specialised segment. We have redelivered this vessel to its owner and as at the date of this Annual Report, no vessels in the

Hafnia Fleet operate in the Specialised segment. We continue to operate Pool Vessels in the Specialised Pool.

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In 2022, after our acquisition of CTI, we began operating in the Stainless segment. We exited the Stainless segment in 2022 after divesting the Stainless vessels we acquired in the

CTI Transaction. For accounting purposes, all eight vessels were considered divested in 2022, but the legal completion of two of the divestments occurred in 2023.

Previously, we reported on “Chemical-MR” vessels and “Chemical-Handy” vessels as separate segments, however we have now grouped “Chemical-MR” and “Chemical-Handy”

vessels under the MR segment and the Handy segment, respectively. The reason behind this change is due to a change in the way operating results are reviewed by us. The “Chemical-

MR” and “Chemical-Handy” vessels are deemed to be a variation of the existing Handy and MR vessels with similar economic characteristics and hence we felt it appropriate to

aggregate with the Handy and MR reportable segments. Furthermore, we have observed that analysts and other market participants reviewing our financial statements include

“Chemical-Handy” and “Chemical-MR” vessels together with their analysis of our Handy and MR vessels.

In addition, we use a variety of qualitative, operational, and financial metrics to assess our performance. Among other measures, management considers each of the following in

assessing our business:

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure and as used herein represents earnings before financial income and expenses, depreciation, impairment, amortisation and taxes.

Adjusted EBITDA additionally includes adjustments for gain on disposal of vessels and/or subsidiaries, share of profit and loss from equity accounted investments, interest income and

interest expense, capitalised financing fees written off and other finance expenses. Adjusted EBITDA is used as a supplemental financial measure by management and market

participants reviewing our financial statements, such as lenders, to assess our operating performance as well as compliance with the financial covenants and restrictions contained in our

financing agreements.

We believe that Adjusted EBITDA assists management and investors by increasing comparability of our performance from period to period. This increased comparability is

achieved by excluding the potentially disparate effects of interest, depreciation, impairment, amortisation, and taxes. These are items that could be affected by various changing

financing methods and capital structure which may significantly affect profit between periods. Including Adjusted EBITDA as a measure benefits investors in selecting between

investment alternatives. Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net income or any other measure of our financial

performance calculated in accordance with IFRS. Adjusted EBITDA excludes some, but not all, items that affect profit and these measures may vary among other companies. Adjusted

EBITDA as presented below may not be comparable to similarly titled measures of other companies.

The following table sets forth a reconciliation of Adjusted EBITDA to profit for the financial year, the most comparable IFRS financial measure, for the years ended December 31,

2024 and 2023.

Year Ended December 31,

(in thousands of U.S. dollars) 2024 2023

Profit for the financial year $ 774,035 $ 793,275

Income tax expense 4,418 6,251

Depreciation charge of property, plant and equipment 214,308 209,727

Amortisation charge of intangible assets 803 1,300

Gain on disposal of assets (28,520) (56,087

)

Share of profit of equity-accounted investees, net of tax (20,515) (19,073

)

Interest income (16,317) (17,629

)

Interest expense 52,375 77,385

Capitalised financing fees written off 2,069 5,894

Other finance expense 9,662 11,845

Adjusted EBITDA $ 992,318 $ 1,012,888

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For a reconciliation of Adjusted EBITDA to profit for the financial year for the year ended December 31, 2022, see our 2024 Registration Statement.

Time charter equivalent (or “TCE”)

TCE (or TCE income) is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite

changes in the mix of charter types (i.e., voyage charters and time charters) under which the vessels may be employed between the periods. We define TCE income as income from time

charters and voyage charters (including income from Pools, as described above) for our Hafnia Vessels and TC Vessels less voyage expenses (including fuel oil, port costs, brokers’

commissions and other voyage expenses).

We present TCE income per operating day, a non-IFRS measure, as we believe it provides additional meaningful information in conjunction with revenues, the most directly

comparable IFRS measure, because it assists management in making decisions regarding the deployment and use of our Hafnia Vessels and TC Vessels and in evaluating their financial

performance. Our calculation of TCE income may not be comparable to that reported by other shipping companies.

The following table reconciles our revenue (Hafnia Vessels and TC Vessels), the most directly comparable IFRS financial measure, to TCE income and TCE income per operating day

for the years ended December 31, 2024 and 2023.

Year Ended December 31,

(in thousands of U.S. dollars, except operating days and TCE income per operating day) 2024 2023

Revenue (Hafnia Vessels and TC Vessels) $ 1,935,596 $ 1,915,472

Revenue (External Vessels in Disponent-Owner Pools) 933,051 756,234

Less: Voyage expenses (Hafnia Vessels and TC Vessels) (544,317) (548,865

)

Less: Voyage expenses (External Vessels in Disponent-Owner Pools) (332,802) (279,749

)

Less: Pool distributions for External Vessels in Disponent-Owner Pools (600,249) (476,485

)

TCE income 1,391,279 1,366,607

Operating days 42,160 42,276

TCE income per operating day $ 33,000 $ 32,326

Revenue, voyage expenses and pool distributions in relation to External Vessels in disponent-owner Pools nets to zero, and therefore the calculation of TCE income is unaffected by

these items:

Year Ended December 31,

(in thousands of U.S. dollars, except operating days and TCE income per operating day) 2024 2023

Revenue (Hafnia Vessels and TC Vessels) $ 1,935,596 $ 1,915,472

Less: Voyage expenses (Hafnia Vessels and TC Vessels) (544,317) (548,865)

TCE income 1,391,279 1,366,607

Operating days 42,160 42,276

TCE income per operating day $ 33,000 $ 32,326

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‘TCE income’ as used by management is therefore only illustrative of the performance of the Hafnia Vessels and the TC Vessels; not the External Vessels in our Pools.

In certain of management’s analyses below, we use the term “TCE income (voyage charter)”. We define TCE income (voyage charter) as revenue (Hafnia Vessels and TC Vessels)

from voyage charter (including income from Hafnia Vessels and TC Vessels trading in the Pools as described above) less voyage expenses (Hafnia Vessels and TC Vessels) relating to

voyage charter. “TCE income (voyage charter)” differs from “TCE income” by excluding revenue and voyage expenses, if any, relating to time charters.

For the avoidance of doubt, in all instances where we use the term “TCE income” and it is not succeeded by “(voyage charter)”, we are referring to TCE income from revenue and

voyage expenses related to both voyage charter and time charter.

For a reconciliation of our revenue (Hafnia Vessels and TC Vessels) to TCE income and TCE income per operating day for the year ended December 31, 2022, see our 2024

Registration Statement.

Important Financial and Operational Terms and Concepts

We use a variety of financial and operational terms and concepts. These include the following:

Revenue. Revenue primarily includes revenues from time charters, external pool revenues and voyage charters (in the spot market). Revenue is affected by hire/freight rates and the

number of days a vessel operates.

Revenue is also affected by the mix of business between vessels on time charter, vessels in pools and vessels operating on voyage charter outside the pools. Revenue from vessels

in pools and on voyage charter is more volatile than revenue from vessels on long-term time charters, as freight rates for vessels in pools and on voyage charter are typically tied to

prevailing market rates. Revenue also includes demurrage revenue, which is the compensation for the additional time incurred for the loading and discharging of vessels in breach of the

contractual terms of the voyage charter contracts regarding the amount of time available for such loading and discharging.

We distinguish between revenue from Hafnia Vessels and TC Vessels and revenue from external vessels in disponent-owner pools.

Voyage charters. Voyage charters, or spot charters, are charters under which the customer pays a transportation charge for the movement of a specific cargo between two or more

specified ports. We pay all of the voyage expenses under these charters.

Voyage expenses. Voyage expenses primarily include bunker expenses, port expenses and other voyage expenses such as canal tolls, cargo handling operations, brokerage

commissions and pool allocated profit sharing adjustment (pool allocation). Under a voyage charter, we pay all voyage expenses. These expenses are subtracted from voyage charter

revenues to calculate TCE income.

We distinguish between voyage expenses relating to our Hafnia Vessels and TC Vessels and voyage expenses relating to external vessels in the disponent-owner pools.

Vessel operating expenses. For our Hafnia Vessels, we are responsible for vessel operating expenses. For TC Vessels, the owner is responsible for vessel operating expenses. Vessel

operating expenses include crewing, repairs and maintenance, and insurance as well as other items such as spares and consumable stores, lube oils and communication. The three largest

components of our vessel operating expenses are crewing, repairs and maintenance and insurance expenses. Expenses for repairs and maintenance tend to fluctuate from period to

period because most repairs and maintenance typically occur during periodic drydocking. Please read “Drydocking” below. We expect these expenses to increase as our fleet matures

and to the extent that it expands.

Charter hire expense. Charter hire is the amount that we pay, or which is payable to the owners for time chartered-in vessels for leases which are less than 12 months, as well as

non-lease components of time charter contracts with lease terms longer than 12 months. Time charters are usually entered into for a fixed period of time and the charter hire will usually be

at rates that are fixed, but may contain a variable component based on inflation, interest rates, or current market rates. Time or bareboat chartered-in vessels (but not sale and lease-back

financed vessels) are accounted for pursuant to IFRS 16 – Leases, and are thus initially recognised on the balance sheet as right-of-use assets and lease liabilities without directly taking

up the expenses under charter hire expense (if necessary under time charters) and subsequently recognised on the profit and loss statement.

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The responsibility for vessel operating expenses for the different types of charter agreements is as follows:

• Time chartered-in vessels. The vessel’s owner is responsible for the vessel operating expenses.

• Bareboat chartered-in vessels. The charterer is responsible for the vessel operating expenses.

We only have bareboat chartered-in vessels as a part of our sale and lease-back arrangements. These are accounted for as lease liabilities (sale and lease-back arrangements

accounted for as financing transactions) and not pursuant to IFRS 16 – Leases.

Drydocking. We periodically drydock each of our Hafnia Vessels for inspection, repairs and maintenance, and any modifications to comply with industry certification or

governmental requirements. Generally, each vessel is drydocked every 30 months to 60 months. Please read “Item 4. Information on the Company – Business Overview – Classification

Societies” for additional information about the surveys our vessels are subject to. We capitalise all costs incurred during drydocking and amortise those costs on a straight-line basis

from the completion of a drydocking to the estimated completion of the next drydocking. We immediately expense costs for routine repairs and maintenance that do not improve or

extend the useful lives of the assets. The number of drydockings undertaken in a given period and the nature of the work performed determine the level of drydocking expenditures.

Depreciation. Depreciation expense typically consists of:

• charges related to the depreciation of the historical cost of our Hafnia Vessels (less an estimated residual value) over the estimated useful lives of the vessels;

• charges related to the depreciation of our right of use assets (accounted for under IFRS 16 – Leases) which is based upon the straight-line depreciation of the right of use asset

over the life of the lease or the useful life of the asset, if a purchase obligation exists or a purchase option is reasonably certain to be exercised; and

• charges related to the amortisation of drydocking expenditures over the estimated number of years to the next scheduled drydocking.

External Vessels. Vessels, other than Hafnia Vessels and TC Vessels, employed in one of the Pools.

Operating days. Operating days are defined as the total number of days (including waiting time) in a period during which each vessel is owned, partly owned, operated under a

bareboat arrangement (including sale and lease-back) or time chartered-in, net of technical off-hire days. Total operating days stated in this Annual Report and in our financial statements

include operating days for TC Vessels. We use operating days to measure the number of days in a period which our Hafnia Vessels and TC Vessels actually generate or are capable of

generating revenue. We do not count operating days for JV Vessels when calculating our total number of operating days.

Pool distributions. Pool distributions are distribution to the owners of external vessels in the disponent-owner pools.

Items You Should Consider When Evaluating Our Results

You should consider the following factors when evaluating our historical financial performance and assessing our future prospects:

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Our revenue is affected by cyclicity in the tanker markets. The cyclical nature of the tanker industry causes significant increases or decreases in the revenue we earn from our

Hafnia Vessels and TC Vessels, particularly those vessels we trade in the spot market or in spot market-oriented pools. We employ a chartering strategy to capture upside opportunities

in the spot market while using fixed-rate time charters to reduce downside risks, depending on our outlook for freight rates, oil tanker market conditions and global economic conditions.

Historically, the tanker industry has been cyclical, experiencing volatility in profitability due to changes in the supply of, and demand for, tanker capacity. The supply of tanker capacity

is influenced by the number and size of new vessels built, vessels scrapped, converted, and lost, the number of vessels that are out of service, and regulations that may effectively cause

early obsolescence of tonnage. The demand for tanker capacity is influenced by, among other factors:

• global and regional economic and political conditions;

• trade barriers, tariffs, and other trade measures affecting crude oil and refined petroleum products and/or the shipping industry;

• increases and decreases in production of and demand for crude oil and refined petroleum products;

• increases and decreases in OPEC oil production quotas;

• the distance crude oil and refined petroleum products need to be transported by sea; and

• developments in international trade and changes in seaborne and other transportation patterns.

Tanker rates also fluctuate based on seasonal variations in demand. Tanker markets are typically stronger in the winter months as a result of increased oil consumption and

weather delays in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance that is typically

conducted in the summer months. In addition, unpredictable weather patterns during the winter months in the northern hemisphere tend to disrupt vessel routing and scheduling. The oil

price volatility resulting from these factors has historically led to increased oil trading activities in the winter months. As a result, revenues generated by our Hafnia Vessels and TC

Vessels have historically been weaker during the quarters ended June 30 and September 30, and stronger in the quarters ended March 31 and December 31.

In addition to the above, we face a number of risks associated with our industry and must overcome a variety of challenges to use our competitive strengths in order to profitably

implement our business strategy. These risks include, among other things and in addition to the cyclical and seasonal variations in demand mentioned above, our dependence on spot

market voyage charters, fluctuating charter values, increases in fuel prices, changing economic, political and governmental conditions affecting our industry and business, international

sanctions, embargoes, import and export restrictions, tariffs, nationalisations and wars, material changes in laws and regulations, full performance by counterparties, particularly

charterers, maintaining customer relationships, delay in deliveries or non-deliveries from shipyards, piracy, maintaining sufficient liquidity, financing availability and management

turnover. See “Item 3. Key Information – D. Risk Factors” for detailed description of the risks we are exposed to.

A. Operating Results

At the date of this Annual Report, we operate our Hafnia Vessels and TC Vessels in four different main segments: LR2, LR1, MR, and Handy. See the below table for an overview of

the main segments in which we have operated in 2022-2024 and of the main segment in which our joint ventures operate as at the date of this Annual Report, where a ● illustrates a

segment in which we or our joint ventures operated in the relevant period.

Hafnia Vessels and TC Vessels for

the year ended December 31, JV Vessels

Segment

Date of Annual

Report 2024 2023 2022

Vista Joint

Venture

Andromeda

Joint Venture

Ecomar Joint

Venture

LR2 • • • •

•(3)

LR1 • • • • •

(3)

(1)

• • • • •

(4)

•

(5)

Handy

(2)

• • • •

Stainless •

Specialised •

(1) In 2022, we had split the MR segment into an MR segment and a “Chemical-MR” segment. These are now both considered part of the MR segment.

(2) In 2022, we had split the Handy segment into a Handy segment and a “Chemical-Handy” segment. These are now both considered part of the Handy segment.

(3) Our Vista Joint Venture currently operates in the LR2 and LR1 segments. The Vista Joint Venture entered the LR2 segment in 2023 and operated in the LR2 segment in 2024 and

operated in the LR1 segment in 2022, 2023 and 2024.

(4) Our Andromeda Joint Venture currently operates in the MR segment and has operated in the MR segment in 2022, 2023 and 2024.

(5) Our Ecomar Joint Venture took delivery of one MR vessel in January 2025 and since then has operated in the MR segment.

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The below tables have been provided at a group level and the analysis has been broken out into segments where the movements are material.

The information below should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022. Some of the

information contained in this section, including information about our plans and strategies for our business and our expected sources of financing, contains forward-looking statements

that involve risks and uncertainties. Please read “Item 3. Key Information – D. Risk Factors” for information on certain factors that may have a material adverse effect on our future

performance, results of operations, cash flows and financial position.

We operate in a global industry where, among other things, freight rates are denominated and settled in U.S. dollars and a majority of our cost base is denominated and settled in

U.S. dollars. Consequently, our financial reporting is in U.S. dollars.

Results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023

For the year ended

December 31 Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Revenue (Hafnia Vessels and TC Vessels) $ 1,935,596 $ 1,915,472 $ 20,124 1%

Revenue (External Vessels in Disponent-Owner Pools) 933,051 756,234 176,817 23%

Voyage expenses (Hafnia Vessels and TC Vessels) (544,317) (548,865) 4,548 1%

Voyage expenses (External Vessels in Disponent-Owner Pools) (332,802) (279,749) (53,053) (19%)

Pool distributions for External Vessels in Disponent-Owner Pools (600,249) (476,485) (123,764) (26%)

1,391,279 1,366,607 24,672 2%

Other operating income 35,195 44,984 (9,789) (22%)

Vessel operating expenses (278,041) (268,869) (9,172) (3%)

Technical management expenses (28,173) (25,692) (2,481) (10%)

Charter hire expenses (48,496) (34,571) (13,925) (40%)

Other expenses (79,446) (69,571) (9,875) (14%)

992,318 1,012,888 (20,570) (2%)

Gain on disposal of assets 28,520 56,087 (27,567) (49%)

Depreciation charge of property, plant and equipment (214,308) (209,727) (4,581) (2%)

Amortisation charge of intangible assets (803) (1,300) 497 38%

Operating profit $ 805,727 $ 857,948 $ (52,221) (6%)

Interest income 16,317 17,629 (1,312) (7%)

Interest expense (52,375) (77,385) 25,010 32%

Capitalised financing fees written off (2,069) (5,894) 3,825 65%

Other finance expense (9,662) (11,845) 2,183 18%

Finance expense - net (47,789) (77,495) 29,706 38%

Share of profit of equity-accounted investees, net of tax 20,515 19,073 1,442 8%

Profit before income tax $ 778,453 $ 799,526 $ (21,073) (3%)

Income tax expense (4,418) (6,251) 1,833 29%

Profit for the financial year $ 774,035 $ 793,275 $ (19,240) (2%)

Other comprehensive loss

(1)

(17,556) (19,518) 1,962 10%

Total comprehensive income $ 756,479 $ 773,757 $ (17,278) (2%)

(1)

Other comprehensive loss includes foreign currency translation differences and fair value changes on the effective portion of cash flow hedges net of any reclassifications to profit

or loss, and net changes in the fair value of equity investments held at fair value through other comprehensive income.

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Profit for the financial year. Profit for the year ended December 31, 2024 was $774.0 million, a decrease of $19.2 million, or 2%, from a profit of $793.3 million for the year ended

December 31, 2023. The differences between the two periods are discussed below.

Revenue. Revenue from our Hafnia Vessels and TC Vessels for the year ended December 31, 2024 was $1,935.6 million, an increase of $20.1 million, or 1%, from a revenue of $1,915.5

million for the year ended December 31, 2023. TCE income (a non-IFRS measure) per day increased to $33,000 per day for the year ended December 31, 2024 from $32,326 per day for the

year ended December 31, 2023. The increase in revenue is discussed below by reportable segment. In each segment, the relative stability of TCE income per day for the year ended

December 31, 2024 as against the year ended December 31, 2023, were representative of a market that remained stable at elevated levels.

The following is a calculation of our TCE income:

For the year ended

December 31 Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Revenue (Hafnia Vessels and TC Vessels) $ 1,935,596 $ 1,915,472 $ 20,124 1%

Revenue (External Vessels in Disponent-Owner Pools

(1)

) 933,051 756,234 176,817 23%

Voyage expenses (Hafnia Vessels and TC Vessels) (544,317) (548,865) 4,548 1%

Voyage expenses (External Vessels in Disponent-Owner Pools) (332,802) (279,749) (53,053) (19%)

Pool distributions (External Vessels in Disponent-Owner Pools) (600,249) (476,485) (123,764) (26%)

TCE income $ 1,391,279 $ 1,366,607 $ 24,672 2%

(1) External Vessels in Disponent-Owner Pools means vessels that are commercially managed by us in disponent-owner pool arrangements and which are not Hafnia Vessels or TC

Vessels.

In 2023, we changed some of our Pools from an agent-to-owner model to a disponent-owner model. We refer to such Pools as “Disponent-Owner Pools”. In 2024, our LR2 Pool, LR1

Pool, MR Pool and Handy Pool were Disponent-Owner Pools. In 2024, an additional Panamax pool was set up under the disponent-owner model. For External Vessels in our Disponent-

Owner Pools, we recognise revenue, voyage expenses and pool distributions. Recognising Revenue (External Vessels in Disponent-Owner Pools) and voyage expenses (External Vessels

in Disponent-Owner Pools) does not affect our profit for the financial year as the net of those two amounts is distributed to the pool participants as pool distributions.

In the following discussions and analysis of our results of operation for the year ended December 31, 2024 compared to the year ended December 31, 2023, any references to

‘revenue’ and ‘voyage expenses’ are references to revenue and voyage expenses relating to the Hafnia Vessels and TC Vessels unless otherwise indicated.

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The following is a summary of our consolidated revenue by revenue type, in addition to a reconciliation of voyage expenses, TCE income, TCE income per day and total operating

days.

For the year ended

December 31 Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Disaggregation of revenue by revenue type

Revenue from time charter $ 132,505 $ 134,436 $ (1,931) (1%)

Revenue from voyage charter 1,803,091 1,781,036 22,055 1%

Revenue from time charter. Revenue from time charter for the year ended December 31, 2024 remained relatively stable at $132.5 million, which was a decrease of $1.9 million, or 1%,

from a revenue of $134.4 million for the year ended December 31, 2023.

During the year ended December 31, 2024, we employed 19 of our Hafnia Vessels, for a total of 5,024 operating days, on time charters outside the Pools. These time charters are

summarised in the table below:

Vessel Vessel type Term Commencement date

BW Kestrel

24 months

January 20, 2023

BW Merlin MR 24 months January 21, 2023

Hafnia Alabaster Handy 36 months September 27, 2024

Hafnia Ane MR 17 months June 25, 2024

Hafnia Bering Handy 12 months September 30, 2023

Hafnia Cheetah MR 24 months February 21, 2023

Hafnia Daisy MR 60 months October 16, 2021

Hafnia Falcon MR 24 months May 12, 2023

Hafnia Lene MR 24 months January 28, 2023

Hafnia Lise MR 61 months September 28, 2021

Hafnia Magellan Handy 24+12+12 months September 9, 2020

Hafnia Myna MR 12 months March 23, 2023

Hafnia Myna MR 24 months September 24, 2024

Hafnia Petrel MR 24 months October 14, 2023

Hafnia Puma MR 24 months November 24, 2024

Hafnia Raven MR 15 months May 10, 2023

Hafnia Shinano LR1 18 months August 31, 2024

Hafnia Soya Handy 36 months April 5, 2024

Hafnia Swift MR 20 months April 16, 2024

Hafnia Yangtze LR1 18 months November 1, 2024

Revenue from voyage charter. Revenue from voyage charter for the year ended December 31, 2024 remained relatively stable at $1,803.1 million, which was an increase of $22.1

million, or 1%, from a revenue of $1,781.0 million for the year ended December 31, 2023. Revenue from voyage charter includes revenue from those of our Hafnia Vessels and TC Vessels

operating in the Pools. The strength of the product tanker market from 2023 continued into 2024. Geopolitical tensions and disruptions in the Red Sea, along with continued refinery

ramp-ups and dislocations have contributed significantly to product tonne-mile demand. The closure of the Red Sea for transits initially gave product tanker markets a significant boost

in tonne-mile demand which drove earnings, particularly in the LR2 and LR1 segments, to all-time highs. Starting Q3-2024and going into Q4-2024, market conditions softened as we saw

increased competition and pressure from the crude tankers’ cannibalisation of the clean petroleum product market. The cannibalisation of middle distillate cargoes moving from east to

west consequently resulted in many LR2 and LR1 vessels being positioned east of Suez during the second half of the year. This caused the region to generally be oversupplied with

tonnage, which also had a negative effect on the MR segment in the region. In the Atlantic region this was less so the case, but the MR segment suffered from the gasoline arbitrage

between Europe and the US being shut for most of Q3-2024 and Q4-2024. Furthermore, for the LR2 and LR1 segments, the increasing output from the Dangote refinery in Nigeria offered

more employment to vessels operating in West Africa. However, Nigerian gasoline imports from Europe, now being replaced by domestic production from this refinery, saw a sharp

decrease, leaving vessel employment out of Europe well below historical levels. Despite these headwinds, , trade volumes and tonne-miles remained at elevated levels, supported by

strong global demand and with the crude tankers market having improved since Q4-2024, their cannibalisation of clean product trades has since subsided.

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Voyage expenses. Voyage expenses remained relatively stable at $544.3 million for the year ended December 31, 2024, a decrease of $4.5 million, or 1%, from $548.9 million for the

year ended December 31, 2023. Voyage expenses for the year ended December 31, 2024 consisted of fuel oil consumed amounting to $357.5 million, port costs amounting to $150.8 million,

broker’s commission expenses amounting to $26.3 million, other voyage-related expenses (including voyage-related insurance) amounting to $8.8 million and pool allocation of $0.9

million. Voyage expenses for the year ended December 31, 2023 consisted of fuel oil consumed amounting to $349.1 million, port costs amounting to $159.0 million, broker’s commission

expenses amounting to $26.5 million, other voyage-related expenses (including voyage-related insurance) amounting to $2.6 million and pool allocation of $11.7 million. The expenses

relating to fuel oil consumed increased even though bunker prices, on average, have decreased as compared to the year ended December 31, 2023. This can be attributed to the increase

in tonne-mile demand and longer sailing distances. The increase in other voyage-related expenses was driven by the utilisation of EUAs as the EU ETS became effective in the year

ended December 31, 2024. Pool allocation relates to adjustments to distribute the earnings of the vessels employed in the pools pro rate to their pool points and the decrease was driven

by changes in the pool points of all participating vessels in each individual Pool. The decrease in port costs can be attributed to a decrease in Suez Canal transits as vessels were

rerouted towards the Cape of Good Hope to avoid disruptions in the Red Sea.

Disaggregation of revenue (Hafnia Vessels and TC Vessels), voyage expenses (Hafnia Vessels and TC Vessels) and TCE income by operating segment

The following is a summary of our consolidated revenue by operating segment, in addition to a reconciliation of voyage expenses, TCE income, TCE income per day and total

operating days.

For the year ended

December 31,

Change

Percentage

Change

In thousands of U.S. dollars except daily TCE income and operating days 2024 2023

favourable / (unfavourable)

Disaggregation of revenue by operating segment:

LR2 $ 125,387 $ 111,164 $ 14,223 13%

LR1 522,837 536,309 (13,472) (3%)

MR 915,186 901,038 14,148 2%

Handy 372,130 364,814 7,316 2%

Stainless N/A

(1)

(226)

(1)

226 100%

Specialised N/A

(2)

2,373 (2,373) (100%)

Disaggregation of voyage expenses by operating segment:

LR2 (31,693) (30,339) (1,354) (4%)

LR1 (142,405) (151,725) 9,320 6%

MR (251,887) (246,919) (4,968) (2%)

Handy (118,328) (118,772) 444 0%

Stainless N/A

(1)

(36)

(1)

36 100%

Specialised N/A

(2)

(1,074) 1,074 100%

Disaggregation of TCE income by operating segment:

(3)

LR2 93,694 80,825 12,869 16%

LR1 380,432 384,584 (4,152) (1%)

MR 663,299 654,119 9,180 1%

Handy 253,802 246,042 7,760 3%

Stainless N/A

(1)

(262)

(1)

262 100%

Specialised N/A

(2)

1,299 (1,299) 100%

Daily TCE income per operating segment in U.S dollars:

(3)(4)

LR2 45,289 36,941 8,347 23%

LR1 38,389 36,749 1,640 4%

MR 30,781 31,382 (601) (2%)

Handy 29,402 28,333 1,069 4%

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

13,674 (13,674) 100%

Operating days per operating segment:

(5)

LR2 2,069 2,188 (119) (5%)

LR1 9,910 10,465 (555) (5%)

MR 21,549 20,844 705 3%

Handy 8,632 8,684 (52) (1%)

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

95 (95) 100%

Total operating days 42,160 42,276 (116) (0% )

(1) We left the Stainless operating segment in 2022. For this reason, no revenue, voyage expenses and TCE income were reported for this segment in the year ended December 31, 2023,

except for certain adjustments relating to prior year voyages. From the year ended December 31, 2024 onwards, it is no longer considered as one of the operating segments.

(2) We entered and exited the Specialised operating segment in 2023. From the year ended December 31, 2024 onwards, it is no longer considered as one of the operating segments.

(3) We report TCE income, a non-IFRS measure, because (i) we believe it provides additional meaningful information in conjunction with revenue and voyage expenses, the most

directly comparable IFRS measures, (ii) it assists our management in making decisions regarding the deployment and use of our Hafnia Vessels and TC Vessels and in evaluating

their financial performance, (iii) it is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance

irrespective of changes in the mix of charter types (time charters and voyage charters) under which the vessels may be employed between the periods, and (iv) we believe that it

presents useful information to investors.

(4) This daily amount is calculated on the basis of unrounded amounts, not the rounded amounts in the above table.

(5) Total operating days include operating days for TC Vessels.

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LR2 revenue. LR2 revenue for the year ended December 31, 2024 was $125.4 million, an increase of $14.2 million, or 13%, from a revenue of $111.2 million for the year ended

December 31, 2023. The increase in revenue was mainly due to longer average sailing distances as vessels rerouted away from the Suez Canal to the Cape of Good Hope, which

benefitted the larger vessel segments.

As a result of these factors, LR2 TCE income per day increased to $45,289 per day from $36,941 per day for the years ended December 31, 2024 and 2023, respectively.

LR2 operating days decreased to 2,069 days from 2,188 days for the years ended December 31, 2024 and 2023, respectively as all six LR2 vessels went for periodic drydocking

during 2024.

LR1 revenue. LR1 revenue for the year ended December 31, 2024 was $522.8 million, a decrease of $13.5 million, or 3%, from a revenue of $536.3 million for the year ended December

31, 2023. The decrease in revenue was mainly due to the disposal of six LR1 vessels during 2023, and the full year effect was observed in 2024. These six disposed vessels had 296

operating days in the year ended December 31, 2023. Furthermore, another LR1 vessel, Hafnia Thames, was disposed during 2024. Hafnia Thames contributed 190 operating days during

the year ended December 31, 2024, a decrease of 141 days from 331 days for the year ended December 31, 2023. Consequently, although market conditions remained strong for the most

part of 2024, fewer operating days were available to us which lead to the decrease in revenue.

LR1 TCE income per day remained relatively stable at $38,389 per day, a slight increase from $36,749 per day for the years ended December 31, 2024 and 2023, respectively.

LR1 operating days decreased to 9,910 days from 10,465 days for the years ended December 31, 2024 and 2023, respectively. This decrease was driven mainly by the aforementioned

disposal of vessels during 2023 and 2024.

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MR revenue. MR revenue for the year ended December 31, 2024 was $915.2 million, an increase of $14.1 million, or 2%, from a revenue of $901.0 million for the year ended December

31, 2023. The increase in revenue was mainly due to the acquisition of three MR vessels during 2023, and the full year effect of these acquisitions could be observed in 2024. These three

MR vessels contributed 459 operating days during 2023 and we operated them for the full year during 2024 for an additional 616 as compared to their operating days in 2023.

MR TCE income per day remained relatively stable at $30,781 per day, a slight decrease from $31,382 per day for the years ended December 31, 2024 and 2023, respectively.

MR operating days increased to 21,549 days from 20,844 days for the years ended December 31, 2024 and 2023, respectively. This increase was driven mainly by the aforementioned

acquisition of three vessels during 2023.

Handy revenue. Handy revenue for the year ended December 31, 2024 remained relatively stable at $372.1 million, which is a slight increase of $7.3 million, or 2%, from a revenue of

$364.8 million for the year ended December 31, 2023. The increase can be attributable to the fact that we had more Handy vessels fixed on time charters during the year ended December

31, 2024, and at higher time charter rates on average as compared to the year ended December 31, 2023.

Handy TCE income per day remained relatively stable at $29,402 per day, a slight increase from $28,333 per day for the years ended December 31, 2024 and 2023, respectively.

Handy operating days remained relatively stable at 8,632 days which is a slight decrease from 8,684 days for the years ended December 31, 2024 and 2023, respectively. This

decrease was driven mainly by a slight increase in drydocking days for our Handy vessels during 2024.

Specialised revenue. We did not operate Hafnia Vessels or TC Vessels in the Specialised segment in 2024. We entered this segment in 2023 as a result of the time chartering-in of one

Specialised vessel. We redelivered this vessel to its owner in 2023. Specialised revenue for the year ended December 31, 2023 was $2.4 million. TCE income per day for our Specialised

vessel was $13,674 per day for the year ended December 31, 2023. Specialised operating days for the year ended December 31, 2023 was 95.

Other operating income. Other operating income, which mainly consists of pool and bunker management fees, for the year ended December 31, 2024 was $35.2 million, a decrease of

$9.8 million or 22% from $45.0 million for the year ended December 31, 2023. This decrease was due to lower pool management fees earned as a result of a reduction in the number of

vessels from external pool partners in the Pools from an average of 84 in 2023 to an average of 71 in 2024 and one off income from vessel related claims during 2023 which were not

present in 2024, partially offset by higher bunker management fees earned in 2024.

Vessel operating expenses and technical management expenses. Vessel operating expenses for the year ended December 31, 2024 was $278.0 million, an increase of $9.2 million or

3%, from $268.9 million for the year ended December 31, 2023. Vessel operating expenses include crewing, repairs and maintenance, and insurance as well as other expenses relating to the

operation of our Hafnia Vessels.

Technical management expenses for the year ended December 31, 2024 was $28.2 million, an increase of $2.5 million or 10% from $25.7 million for the year ended December 31, 2023.

Technical management expenses consist of general and administrative costs for the internal technical team and the management fee charged by external technical managers.

Calendar days (excluding TC Vessels) increased to 38,063 from 37,958 for the years ended December 31, 2024 and 2023, respectively.

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The following table is a summary of our vessel operating expenses and technical management expenses by operating segment:

For the year ended

December 31,

Change

Percentage

Change

In thousands of U.S. dollars except vessel operating expenses per calendar day, technical

management expenses per calendar day and calendar days

2024

2023

favourable / (unfavourable)

Vessel operating expenses $ 278,041 $ 268,869 $ (9,172) (3%)

Disaggregation of vessel operating expenses by operating segment:

LR2 15,624 15,267 (357) (2%)

LR1 64,451 66,884 2,433 4%

MR 132,876 125,393 (7,483) (6%)

Handy 65,089 61,211 (3,878) (6%)

Stainless N/A

(1)

109

(1)

108 99%

Specialised N/A

(2)

5 5 100%

Vessel operating expenses per calendar day in U.S. dollars:

(3)

LR2 7,115 6,971 (144) (2%)

LR1 7,304 7,126 (178) (3%)

MR 7,277 7,116 (162) (2%)

Handy 7,410 6,988 (424) (6%)

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

N/A N/A N/A

Consolidated vessel operating expenses per calendar day: 7,305 7,083 (221) (3%)

Technical management expenses $ 28,173 $ 25,692 $ (2,481) (10%)

Disaggregation of technical management expenses by operating segment:

LR2 1,947 1,656 (291) (18%)

LR1 7,358 7,109 (249) (4%)

MR 13,619 11,711 (1,909) (16%)

Handy 5,249 5,216 (33) (1%)

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

— N/A N/A

Technical management expenses per calendar day in U.S. dollars:

(3)

LR2 887 756 (131) (17%)

LR1 834 757 (76) (10%)

MR 746 665 (81) (12%)

Handy 598 595 (3) (1%)

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

N/A N/A N/A

Consolidated technical management expenses per calendar day: 740 677 (63) (9%)

Calendar days by operating segment

(4)

LR2 2,196 2,190 (6) (0%)

LR1 8,824 9,386 562 6%

MR 18,259 17,622 (638) (4%)

Handy 8,784 8,760 (24) (0%)

Stainless N/A

(1)

N/A

(1)

N/A N/A

Specialised N/A

(2)

N/A

(2)

N/A N/A

Total calendar days 38,063 37,958 (105) (0%)

(1) We left the Stainless operating segment in 2022. For this reason, no operating expenses or technical management expenses were reported for this segment in the year ended

December 31, 2023, except for certain adjustments relating to prior year voyages. From the year ended December 31, 2024 onwards, it is no longer considered as one of the operating

segments.

(2) We entered and exited the Specialised operating segment in 2023. From the year ended December 31, 2024 onwards, it is no longer considered as one of the operating segments.

(3) This daily amount is calculated on the basis of unrounded amounts, not the rounded amounts in the above table.

(4) Total calendars days exclude calendars days for TC Vessels.

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The average vessel operating expenses per day increased to $7,305 per day for the year ended December 31, 2024 from an average of $7,083 per day for the year ended December 31,

2023. Vessel operating expenses per day increased across all vessel segments, with the largest increases affecting the MR and Handy segments.

Vessel operating expenses and technical management expenses by operating segment are discussed below.

LR2 vessel operating expenses and technical management expenses. Vessel operating expenses for our LR2 segment was $15.6 million for the year ended December 31, 2024, an

increase of $0.3 million, or 2%, from $15.3 million for the year ended December 31, 2023. Calendar days (excluding TC Vessels) for LR2 vessels remained stable at 2,196, a slight increase

from 2,190 days for the years ended December 31, 2024 and 2023, respectively. LR2 vessel operating expenses per day increased to $7,115 per day for the year ended December 31, 2024

from $6,971 per day for the year ended December 31, 2023. This increase was the result of general inflationary pressures which drove up crew mustering and victualing costs and the

prices of stores and spares.

Technical management expenses for our LR2 segment was $1.9 million for the year ended December 31, 2024, an increase of $0.3 million or 18% from $1.7 million for the year ended

December 31, 2023. LR2 technical management expenses per day increased to $887 per day from $756 per day for the years ended December 31, 2024 and 2023, respectively. This increase

was the result of general inflationary pressures driving up headcount costs.

LR1 vessel operating expenses and technical management expenses. Vessel operating expenses for our LR1 segment was $64.5 million for the year ended December 31, 2024, a

decrease of $2.4 million, or 4%, from $66.9 million for the year ended December 31, 2023. Calendar days (excluding TC Vessels) for LR1 vessels decreased to 8,824 from 9,386 days for the

years ended December 31, 2024 and 2023, respectively, due to the divestment of six LR1 vessels during 2023. LR1 vessel operating expenses per day increased to $7,304 per day for the

year ended December 31, 2024 from $7,126 per day for the year ended December 31, 2023. This increase was the result of general inflationary pressures which drove up crew mustering

and victualing costs and the prices of stores and spares.

Technical management expenses for our LR1 segment was $7.4 million for the year ended December 31, 2024, an increase of $0.3 million or 4% from $7.1 million for the year ended

December 31, 2023. LR1 technical management expenses per day increased to $834 per day from $757 per day for the years ended December 31, 2024 and 2023, respectively. This increase

was the result of general inflationary pressures driving up headcount costs.

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MR vessel operating expenses and technical management expenses. Vessel operating expenses for our MR segment was $132.9 million for the year ended December 31, 2024, an

increase of $7.5 million, or 6%, from $125.4 million for the year ended December 31, 2023. Calendar days (excluding TC Vessels) for MR vessels increased to 18,259 from 17,622 days for

the years ended December 31, 2024 and 2023, respectively, due to the acquisition of three MR vessels during 2023. The full year effect could be observed in 2024, and these three vessels

contributed an additional 632 days. MR vessel operating expenses per day increased to $7,277 per day for the year ended December 31, 2024 from $7,116 per day for the year ended

December 31, 2023. This increase was the result of general inflationary pressures which drove up crew mustering and victualing costs and the prices of stores and spares.

Technical management expenses for our MR segment was $13.6 million for the year ended December 31, 2024, an increase of $1.9 million or 16% from $11.7 million for the year ended

December 31, 2023. MR technical management expenses per day increased to $746 per day from $665 per day for the years ended December 31, 2024 and 2023, respectively. This increase

was largely due to the aforementioned acquisition of three MR vessels during 2023.

Handy vessel operating expenses and technical management expenses. Vessel operating expenses for our Handy segment was $65.1 million for the year ended December 31, 2024,

an increase of $3.9 million, or 6%, from $61.2 million for the year ended December 31, 2023. Calendar days (excluding TC Vessels) for Handy vessels remained relatively stable at 8,784

days, a slight increase from 8,760 days for the years ended December 31, 2024 and 2023, respectively. Handy vessel operating expenses per day increased to $7,410 per day for the year

ended December 31, 2024 from $6,988 per day for the year ended December 31, 2023. This increase was mainly due to unforeseen breakdowns and repairs across the Handy fleet, as well

as general inflationary pressures driving up costs.

Technical management expenses for our Handy segment remained stable at $5.2 million for the years ended December 31, 2024 and 2023. Handy technical management expenses per

day remained stable at $598 per day, a slight increase from $595 per day for the years ended December 31, 2024 and 2023, respectively. This is because in contrast with other segments,

the vessels in the Handy segment are all managed by external technical managers, with whom we were able to negotiate management fees to keep our expenses stable.

Specialised vessel operating expenses and technical management expenses. We did not operate Hafnia Vessels or TC Vessels in the Specialised segment in the year ended

December 31, 2024. We entered this segment in the year ended December 31, 2023 as a result of time chartering-in one Specialised vessel. We redelivered this vessel to its owner in 2023

and as at the date of this Annual Report no longer operate Hafnia Vessels or TC Vessels in the Specialised segment. During the year ended December 31, 2023, our only vessel operating

expenses relating to the Specialised vessel was $0.005 million relating to insurance of the vessel.

We did not incur any technical management expenses for our Specialised segment in the year ended December 31, 2023, as this vessel was time chartered-in, which means that we

were not responsible for the technical management of the vessel.

Charter hire expenses. Charter hire expenses were $48.5 million for the year ended December 31, 2024, an increase of $13.9 million or 40%, from $34.6 million for the year ended

December 31, 2023. The increase was due mainly due to three new short term time charter-in of MR vessels and a step up in charter hire rates for certain existing TC Vessels.

Other expenses. Other expenses were $79.4 million for the year ended December 31, 2024, an increase of $9.8 million or 14%, from $69.6 million for the year ended December 31, 2023.

The change was primarily driven by an increase in staff salaries and benefits, and audit fees, legal fees, other professional fees and compliance costs that were incurred in relation to the

listing on the NYSE Listing during the first half of 2024.

Gain on disposal of assets. Gain on disposal of assets was $28.5 million for the year ended December 31, 2024 a decrease of $27.6 million or 49% from a gain of $56.1 million for the

year ended December 31, 2023. During the year ended December 31, 2024, we divested two vessels, whereas during the year ended December 31, 2023, we divested six vessels.

Furthermore, we also realized a loss of $0.6 million on the sale of some of our shareholdings in Zeronorth.

Depreciation charge of property, plant and equipment. The total depreciation charge was $214.3 million for the year ended December 31, 2024. The depreciation charge for the year

ended December 31, 2024 comprised $139.0 million on vessels, $35.7 million on drydocking and scrubbers, $39.3 million on right-of-use assets — vessels and $0.3 million of other

depreciations. This was an increase of $4.6 million, or 2% from $209.7 million for the year ended December 31, 2023. The depreciation charge for the year ended December 31, 2023

comprised $135.4 million on vessels, $28.8 million on drydocking and scrubbers and $45.2 million on right-of-use assets — vessels and $0.3 million of other depreciations. The increase in

depreciation charge was primarily related to the acquisition of three MR vessels and one LR1 vessel which took place progressively from May 2023 to November 2023. The full year

effect of the depreciation charge for these vessels could be observed for 2024. This was partially offset by a reduction in deprecation charge of vessels divested during 2023. Higher

drydock costs and capital expenditures costs and the extension and remeasurement of leases for certain right-of-use assets also contributed to the increase in depreciation charge.

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Amortisation charge of intangible assets. The amortisation charge was $0.8 million for the year ended December 31, 2024, a decrease of $0.5 million or 38% from $1.3 million for the

year ended December 31, 2023. This decrease was because intangible assets relating to customer contracts had been fully amortised by May 2024.

Interest income. Interest income was $16.3 million for the year ended December 31, 2024, a decrease of $1.3 million, or 7%, from $17.6 million for the year ended December 31, 2023.

This decrease was mainly due to lower interest income earned from the Vista Joint Venture after the repayment of shareholders’ loans.

Interest expense. Interest expense was $52.4 million for the year ended December 31, 2024, a decrease of $25.0 million, or 32%, from $77.4 million for the year ended December 31,

2023.

The decrease in financial expenses during the year ended December 31, 2024 when compared to the year ended December 31, 2023 was primarily attributable to a reduction in SOFR

rates in 2024 as compared to 2023 and lower loan balances in 2024 as compared to 2023.

Capitalised financing fees written off. Capitalised financing fees written off was $2.1 million for the year ended December 31, 2024, a decrease of $3.8 million or 65% from $5.9

million for the year ended December 31, 2023. In 2024, the $2.1 million of written off financing fees resulted from the extinguishment of debt and refinancing of certain sale and lease-back

liabilities. We extinguished more debt relating to the credit facilities, and sale and lease-back liabilities during 2023, specifically $1.9 million arising from the extinguishment of debt relating

to the MUSD 473 Facility, the MUSD 374 and the MUSD 216 Facility (each facility as in “B. Liquidity and Capital Resources – Financing Arrangements – Hafnia Credit Facilities”

below) and another $4.0 million arising from the extinguishment of debt and refinancing of certain sale and lease-back liabilities.

Other finance expense. Other finance expense was $9.7 million for the year ended December 31, 2024, a decrease of $2.1 million, or 18%, from $11.8 million for the year ended

December 31, 2023. These are generally non-routine items that occur when borrowings are extinguished or re-financed.

Other finance expense for the year ended December 31, 2024 consisted of foreign currency exchange loss of $0.5 million, borrowings undrawn commitment fees of $2.4 million, other

financial expenses mainly consisting of loan admin fees, fees relating to exercise of purchase options for certain vessels acquired in the CTI Transaction amounting to $5.1 million and net

realised losses on derivatives of $1.7 million.

Other finance expense for the year ended December 31, 2023 consisted of foreign currency exchange loss of $0.8 million, borrowings undrawn commitment fees of $2.6 million, other

financial expenses mainly consisting of loan admin fees, option fees of interest rate caps, fees relating to the exercise of purchase options for certain vessels acquired in the CTI

Transaction amounting to $7.7 million and net realised losses on derivatives of $0.7 million mainly arising from interest rate caps which have matured during the year.

The decrease in other finance expense for the year ended December 31, 2024 as compared to December 31, 2023 was primarily due to fees relating to the exercise of purchase options

in 2023 for certain vessels being more expensive as compared to the purchase options exercised in 2024.

Share of profit of equity-accounted investees, net of tax. Share of profit of equity accounted investees, net of tax, for the year ended December 31, 2024 was $20.5 million, an

increase of $1.4 million or 8% from a share of profit of $19.1 million for the year ended December 31, 2023. This increase was primarily because the six LR1 vessels under the Vista Joint

Venture which are employed in the LR1 Pool had higher earnings during 2024.

Other comprehensive loss. Other comprehensive loss mainly consists of fair value changes of the effective portion of derivate financial instruments designated as hedging

instruments under cash flow hedge accounting, net of any reclassifications to profit or loss as and when the hedged interest expense on the borrowings is recognised in profit or loss,

and fair value changes of certain equity investments which are long term and strategic in nature and not held for the purpose of trading. Other comprehensive loss for the year ended

December 31, 2024 was $17.6 million, which is a decrease of $1.9 million or 10% from a loss of $19.5 million for the year ended December 31, 2023. This decrease was mainly driven by a

change in the forecasted interest rate environment leading to a reduction in fair values of the interest rate swaps. This was partially offset by a lower fair value gain on an equity

investment.

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Results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022

For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financia Review and

Prospects – A. Operating Results – Results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022” contained in our 2024 Registration

Statement.

B. Liquidity and Capital Resources

We operate in a capital-intensive industry. We have historically financed our acquisition of vessels and other capital expenditures through a combination of cash generated from

operations, equity capital and credit facilities and sale and lease-back arrangements.

Our primary source of funds for our short-term and long-term liquidity needs is expected to be the cash flows generated from our Hafnia Vessels and TC Vessels trading in the Pools,

in the spot market or on time charter, in addition to cash on hand. Additionally, we receive repayments on shareholder loans from our joint ventures who have vessels operating in the

Pools or on long-term time charters. In addition to cash from operations, our sources of medium and long-term liquidity include new loans, refinancing of existing arrangements,

drawdowns under committed secured revolving credit facilities, issuance of equity, vessel sales, and sale and lease-back agreements.

Historically, market rates for the vessels in our Hafnia Fleet have been volatile and periodic adjustments to the supply and demand for tankers cause the industry to be cyclical in

nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and long-term liquidity. When Hafnia Vessels or TC

Vessels operate directly in the spot market, we are exposed to high volatility, but we can take advantage of rising freight/hire rate environments. In our view, the volatility is reduced for

those of our Hafnia Vessels and TC Vessels operating in the Pools because (i) the Pools aggregate the revenues and expenses of all pool participants and distribute net earnings to the

participants based on an agreed-upon formula and (ii) some of the vessels in the pool are on time charter, which ensures a less volatile income stream. In addition to Hafnia Vessels

trading directly in the spot market and in the Pools, we also have Hafnia Vessels on long-term time charters. The income from these vessels is less volatile but also does not allow us to

take advantage of rising rate environments.

In addition to the general volatility in our industry, our cash flows are affected by the number of vessels we have in operation at a given time. This number may increase or decrease

during the year due to vessel acquisitions and divestments as well as drydocking, repairs, maintenance or other events impacting the operability of our Hafnia Vessels and TC Vessels.

Furthermore, the cash flows we generate from our Hafnia Vessels and TC Vessels have in the past and may in the future be impacted by geopolitical events such as the COVID-19

pandemic and the war between Russia and Ukraine as well as other geopolitical risks such as the conflict between Israel and Hamas, the conflict between Israel and Iran and the resulting

disruptions to shipping in the Red Sea and increasing trade protectionism. The easing of COVID-19 restrictions around the globe resulted in increased personal mobility which served as

a catalyst for underlying demand for refined petroleum products. This demand, combined with low global refined petroleum product inventories and strong refining margins, incentivised

refiners to increase and maintain high utilisation levels which drove substantial increases in refined petroleum product export volumes throughout the world. Additionally, the volatility

brought on by the ongoing war between Russia and Ukraine, which has resulted in the implementation of sanctions on the export of Russian crude oil and refined petroleum products,

has continued to disrupt supply chains for crude oil and refined petroleum products, changing volumes and trade routes, and thus increasing tonne-mile demand for the seaborne

transportation of refined petroleum products. We recorded high revenue and net income during the years ended December 31, 2023 and December 31, 2022 as a result of favourable

market conditions that began in March 2022. At the start of 2024, our performance was impacted positively by the disruptions in Red Sea, as vessels were rerouted towards the Cape of

Good Hope, leading to longer voyages and higher cash flows generated. However, this trend gradually diminished towards the end of 2024 and into 2025 as an increasing number of

alternative, shorter trade routes within hemispheres were established, bypassing the Red Sea. Additionally, low crude freight rates in 2024 prompted the transition of crude tankers into

trading clean products, which adversely affected our cash flows. Recently, global leaders have announced and/or implemented certain increasingly protective trade measures, including

tariffs. If any new tariffs, fees, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, such changes could have an adverse effect on our cash

flows.

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Our short-term liquidity requirements relate to operating expenses for our Hafnia Vessels and voyage expenses for our Hafnia Vessels and JV Vessels, service of our credit facilities

and payments on lease liabilities (sale and lease-back arrangements accounted for as financing transactions) and time charters, drydocking of certain Hafnia Vessels, contributions or

loans to joint ventures, dividend payments, and exercise of purchase options and purchase obligations coming due in the next 12 months.

Our long-term liquidity requirements relate to repayment of credit facilities, payments relating to lease liabilities (sale and lease-back arrangements accounted for as financing

transactions) and time-charters (which are accounted for under IFRS 16 – Leases), capital expenditures including acquisition of new or second-hand vessels, non-vessel investments,

drydocking of Hafnia Vessels and payment of dividends on our ordinary shares. Our debt facilities and certain of our obligations related to lease liabilities (sale and lease-back

arrangements accounted for as financing transactions) typically require us to make interest payments based on SOFR. Significant increases in interest rates could adversely affect our

results of operations and our ability to service our debt; however, as a part of our strategy to minimise financial risk, we use interest rate swaps to reduce our exposure to market risk from

changes in interest rates.

During 2025, and in addition to our regularly scheduled debt and lease repayments including payments in relation to credit facilities that are maturing during 2025, we also

committed to the following:

• The exercise of the purchase options on two MR vessels (Hafnia Tanzanite and Hafnia Tourmaline) under a sale and lease-back arrangement with CSSC. The purchases closed

in January 2025 resulting in a reduction of the related lease liability of $34.2 million.

• The exercise of the purchase options on two Handy vessels (Hafnia Azotic and Hafnia Aronaldo) under a sale and lease-back arrangement with OCY. The purchase of Hafnia

Aronaldo is expected to close in June 2025 and the purchase of Hafnia Azotic is expected to close in September 2025..

• The fulfilment of the purchase obligation of one LR1 vessel (Hafnia Asia) under a sale and lease-back agreement with Skaatholmen Shipping Ltd. This purchase is expected to

close in June 2025.

The MUSD 39.2 SEB Facility is maturing in November 2025 and the MUSD 216 Facility has tranches maturing between April 2026 and October 2026. We do not have any other debt

or leasing financing arrangements that are scheduled to mature or expire within 12 months from the date of this Annual Report. We may elect to use purchase options under our sale and

lease-back arrangements or time charter-in arrangements in which case the financial lease liabilities or IFRS-16 lease liabilities, as applicable, relating to the vessel(s) in question will be

reduced accordingly.

While we believe our current financial position is adequate to address these cash outflows, a deterioration in economic conditions could cause us to breach the covenants under

our financing arrangements and could have a material adverse effect on our business, results of operations, cash flows and financial condition. These circumstances could cause us to

seek covenant waivers from our lenders and to pursue other means to raise liquidity, such as through the sale of vessels or in the capital markets. A discussion and analysis of our key

risks, including sensitivities thereto, can be found in “Item 3. Key Information – D. Risk Factors” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in our best interests, which may include the pursuit

of additional vessel sales, business combinations, the acquisition of vessels or related businesses, investments in new technologies, the expansion of our operations, repayment of

existing debt, share repurchases, short-term investments or other uses. In connection with any transaction, we may enter into additional financing arrangements, refinance existing

arrangements or raise capital through public or private debt or equity offerings of our securities. Any funds received or raised by us may be used for any corporate purpose. There is no

guarantee that we will grow the size of our fleet or enter into transactions that are accretive to our shareholders.

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As at December 31, 2024, we had $517.3 million in liquidity available (December 31, 2023: $462.6 million) with cash and cash equivalents (excluding cash retained in the commercial

pools and restricted cash) of $195.3 million (December 31, 2023: $141.6 million) and amounts available and undrawn under our revolving credit facilities of $322.0 million (December 31,

2023: $321.0 million). As at the date of this Annual Report, we hold cash and cash equivalents in U.S. dollars, NOK, EUR, SGD, DKK, and AED (United Arab Emirates Dirham). The

changes in our cash balance are discussed below under the section entitled “Cash Flows”. As at December 31, 2024, we had $1,127.7 million (December 31, 2023: $1,303.8 million) in

aggregate outstanding indebtedness (which reflects the amounts payable under loans from related and non-related parties, bank borrowings, sale and lease-back liabilities (accounted

for as financing transactions) and other lease liabilities). Our credit facilities and other financing arrangements are described below under the section entitled “Financing Arrangements”.

We expect that our existing liquidity and working capital combined with the cash flow we expect to generate from our operations will be sufficient to finance our liquidity needs for a

period of at least 12 months from the date of this Annual Report.

Equity

As at December 31, 2024, we had issued 512,563,532 (December 31, 2023: 506,820,170, December 31, 2022: 503,388,593) ordinary shares. At the date of this Annual Report, we have

issued 512,563,532 ordinary shares. All issued ordinary shares are fully paid. As at December 31, 2024, we held 9,639,056 shares in treasury (December 31, 2023: 2,626,651, December 31,

2022: 2,793,797).

In the years ended December 31, 2023 and 2022, we have not had any share repurchase programs. In the year ended December 31, 2024, we launched a share repurchase program to

repurchase up to 18,000,000 shares for a total amount of $100.0 million during the period December 2, 2024 until no later than January 27, 2025 for the purposes of reducing the number of

outstanding shares and to provide returns to the shareholders. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more information on our share

repurchase program.

Cash Flows

The table below summarises our sources and uses of cash for the periods presented:

In thousands of U.S. dollars For the year ended December 31,

Cash flow data 2024 2023 2022

Net cash provided by operating activities $ 1,030,364 $ 1,060,806 $ 770,887

Net cash provided by/(used in) investing activities 29,892 (31,677) (179,131)

Net cash used in financing activities (999,209) (1,086,933) (465,132)

For a discussion of cash flows for the year ended December 31, 2023 compared to December 31, 2022, reference is made to “Item 5. Operating and Financial Review and Prospects

– B. Liquidity and Capital Resources – Cash Flows” included in our 2024 Registration Statement.

Cash flow from operating activities

Changes in net cash flow from operating activities primarily reflect changes in fleet size, fluctuations in spot tanker rates, changes in interest rates, fluctuations in working capital

balances and the timing and the amount of drydocking expenditures, repairs, and maintenance activities. Our exposure to the highly cyclical spot tanker market and the growth of our

fleet have contributed significantly to historical fluctuations in operating cash flow.

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Year ended December 31, 2024 compared to year ended December 31, 2023:

The following table sets forth the components of our operating cash flows for the years ended December 31, 2024 and December 31, 2023:

For the year ended

December 31, Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Profit for the financial year $ 774,035 $ 793,275 $ (19,240) (2%)

Adjustments for:

- income tax expense 4,418 6,251 (1,833) (29%)

- depreciation and amortisation charges 215,111 211,027 4,084 2%

- (gain) on disposal of property, plant and other investments (28,520) (56,087) 27,567 49%

- interest income (16,317) (17,629) 1,312 7%

- finance expense 64,106 95,124 (31,018) (33%)

- share of (profit) of equity-accounted investees, net of tax (20,515) (19,073) (1,442) (8%)

- equity-settled share-based payment transactions 2,960 2,822 138 5%

Operating cash flow before working capital changes 995,278 1,015,710 (20,432) (2%)

Changes in working capital:

- intangible assets (5,919) - (5,919) N/A

- inventories 13,549 (17,773) 31,322 176%

- trade and other receivables 53,415 (139,166) 192,581 138%

- trade and other payables (16,445) 205,663 (222,108) (108%)

Cash generated from operations 1,039,878 1,064,434 (24,556) (2%)

Income tax paid (9,514) (3,628) (5,886) (162%)

Net cash provided by operating activities $ 1,030,364 $ 1,060,806 $ (30,442) (3%)

Net cash provided by operating activities decreased by $30.4 million in 2024 as compared to 2023. During the year ended December 31, 2024, our TCE income increased by $24.7

million, offset by a decrease in cash generated from fees earned through our pool and bunker management services. Furthermore, the cost of operating the business has also increased in

general. Our vessel operating expenses and technical management expenses increased as a result of unforeseen breakdown and repairs, and inflationary pressures driving up crew costs

and prices of stores and spares. We incurred higher costs on general and administrative expenditures for staff salaries, audit fees, legal fees, other professional fees and also saw

additional compliance costs incurred in relation to the NYSE Listing. Charter hire expenses also increased significantly as a result of new time charter hires and also step up in rates for

certain existing charter hires. Consequently, this led to a decrease in operating cash flow generated before working capital changes in 2024 as compared to 2023.

In addition, we started acquiring carbon credits in 2024, which were recognised as intangible assets. This caused an increase in net outflow of $5.9 million for working capital

changes relating to intangible assets as compared to 2023. Income tax paid also increased. Firstly, because of a delay in payment of taxes payable on prior years. Secondly, corporate

taxes in Denmark are estimated in advance at the start of each financial year based on the corporate taxes of the preceding three years. Our estimated corporate tax liability in Denmark

has increased significantly in 2024, in line with an increase in our pool and bunker management fees over the years.

Cash flow from investing activities

Cash flows from our investing activities primarily relate to our acquisition of vessels and divestment of vessels as well as our investments in our joint ventures as further described

in “Item 4. Information on the Company – A. History and Development of the Company – Joint Ventures”.

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Year ended December 31, 2024 compared to year ended December 31, 2023:

The following table sets forth the components of our investing cash flows for the years ended December 31, 2024 and December 31, 2023:

For the year ended

December 31 Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Interest income received $ 12,459 $ 13,583 $ (1,124) (8%)

Loan to joint venture (13,207) (15,488) 2,281 15%

Acquisition of other investments (861) (10,408) 9,547 92%

Equity investment in joint venture (2,217) (2,240) 23 1%

Return of investment in joint venture 1,360 - 1,360 N/A

Purchase of intangible assets (23) - (23) N/A

Proceeds from disposal of property, plant and equipment 57,098 142,793 (85,695) (60%)

Proceeds from disposal of other investments 2,343 - 2,343 N/A

Repayment of loan by joint venture company 22,540 23,975 (1,435) (6%)

Dividend received from joint venture - 500 (500) 100%

Purchase of property, plant and equipment (49,600) (184,392) 134,792 73%

Net cash provided by/(used in) investing activities $ 29,892 $ (31,677) $ 61,569 194%

The increase of $61.6 million in net cash provided by investing activities in 2024 as compared to 2023 was primarily due to less cash used for the purchase of property, plant and

equipment as we did not purchase any new vessels in 2024, whereas we purchased one LR1 and three MR vessels during 2023. In 2024, we also made less acquisitions of other

investments, spending $0.7 million on additional investments in Zeronorth and $0.2 million on the acquisition of ordinary shares of Vanguard, whereas in 2023 we spent $10.0 million on

acquiring additional minority shares of CHW-LA1 alone. These were offset by lower proceeds from the disposal of property, plant and equipment as we divested six LR1 vessels during

2023, whereas we only divested one LR1 and one MR vessel in 2024.

Cash flow from financing activities

Cash flows from financing activities primarily consist of the proceeds from drawdowns, repayments and costs related to our secured and unsecured debt, financial lease liabilities

(relating to sale and lease-back contracts) and lease liabilities arising from the recognition of long-term leases onto the balance sheet in accordance with IFRS 16; the issuance and costs

related to our ordinary shares and the payment of dividends to our common shareholders.

Year ended December 31, 2024 compared to year ended December 31, 2023:

The following table sets forth the components of our financing cash flows for the years ended December 31, 2024 and December 31, 2023:

For the year ended

December 31 Change

Percentage

Change

In thousands of U.S. dollars 2024 2023

favourable / (unfavourable)

Proceeds from borrowings from external financial institutions $ 110,000 $ 247,030 $ (137,030) (55%)

Proceeds from borrowings from a related corporation - - - N/A

Repayment of borrowings to external financial institutions (109,136) (309,064) 199,928 65%

Repayment of borrowings to a related corporation - - - N/A

Repayment of borrowings to non-related parties - (5,429) 5,429 100%

Repayment of lease liabilities (201,191) (390,153) 188,962 48%

Payment of financing fees (1,085) (3,997) 2,912 73%

Interest paid to external financial institutions (41,683) (73,634) 31,951 43%

Interest paid to a third party - (5,707) 5,707 100%

Proceeds from exercise of employee share options 935 9,286 (8,351) (90%)

Proceeds from equity raise - - - N/A

Payment of equity raise costs - - - N/A

Dividends paid (699,883) (544,136) (155,747) (29%)

Repurchase of treasury shares (49,161) - (49,161) N/A

Other finance expense paid (8,005) (11,129) 3,124 28%

Net cash used in financing activities $ (999,209) $ (1,086,933) $ 87,724 8%

(1) See the following table setting forth the cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS 16 lease liabilities

during the years ended December 31, 2024 and 2023.

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The decrease of $87.7 million in net cash used in financing activities in 2024 as compared to 2023 was primarily due to lower repayments of borrowings to external financial

institutions and lease liabilities as we made voluntary early repayments on borrowings for the $473m facility, $374m facility and $216m facility during 2023. We also exercised more

purchase options to buy back and re-finance certain vessels which were financed under sale-and-leaseback contracts during 2024 as compared to 2023. Furthermore, we also made higher

amounts of drawdowns of borrowings from external financial institutions during 2024 which was mainly used to support the share repurchase program. These were partially offset by

higher amounts of dividends paid during 2024 due to higher payout ratios during the first half of 2024, also in part because the dividend policy was updated in April 2024 to have higher

payout ratios when the net loan to value ratio is below 30%.

Cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS lease liabilities

The table below sets forth the cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS 16 lease liabilities during

the years ended December 31, 2024 and 2023. The table below does not include cash drawdowns and repayments on credit facilities or other financing arrangements obtained in our joint

ventures. Furthermore, the below overview does not include a $50 million receivables purchase facility which was in place during 2021-2023 but which is no longer in place or any

“loans” received from suppliers that constitute or have the function of deferred payment terms.

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During these periods, certain credit facilities, unsecured debt, and lease financing arrangements were either entered into, drawn, or repaid in full. We refer to Note 21 and Note 23 of

our Consolidated Financial Statements included in Item 17 of this Annual Report for further details of all of our financing arrangements, including the activity that occurred during the

years ended December 31, 2024 and 2023.

2024 2023

In thousands of U.S. dollars Drawdowns Repayments Drawdowns Repayments

Credit Facilities

$473m facility — $ (28,991) — $ (81,621)

$374m facility

(1)

N/A N/A — (190,788)

$303m facility 110,000 (30,000) N/A N/A

$216m facility — (12,600) — (15,975)

$175m borrowing base facility – Citibank — (12,500) 54,000 (1,000)

$175m borrowing base facility – UOB — (1,500) 60,000 —

$106m facility

(2)

— (6,777) — (8,856)

$84m facility – DSF — (6,240) N/A N/A

$84m facility – SEB — (4,316) — (6,240)

$50m FFA margin facility

(3)

N/A N/A N/A N/A

$40m facility — (2,874) 40,000 (1,245)

$39m facility — (3,338) — (3,339)

Total Credit Facilities $ 110,000 $ (109,136) $ 154,000 $ (309,064)

Loan from non-related party PMSI Loan

(4)

N/A N/A — (5,429)

Total loan from non-related party N/A N/A — $ (5,429)

Sale and lease-back

AVIC:

(5)

Hafnia Aventurine, Hafnia Andesine N/A N/A — (38,482)

CMB – Fixed rate:

Hafnia Axinite, Hafnia Ammolite, Hafnia Azurite, Hafnia Amessi, Hafnia Aquamarine — (6,130) 93,030 (4,310)

CMB – Old:

(5)

Hafnia Axinite, Hafnia Ammolite, Hafnia Azurite, Hafnia Saiph, Hafnia Sceptrum N/A N/A — (52,058)

CSSC:

(5)

Hafnia Topaz, Hafnia Tourmaline, Hafnia Tanzanite, Hafnia Alabaster, Hafnia Aragonite,

Hafnia Achroite — (72,550) — (10,067)

Doun Kisen:

Hafnia Africa — (2,214) — (2,089)

ICBCL:

Hafnia Excel, Hafnia Exceed, Hafnia Excellence, Hafnia Executive, Hafnia Expedite, Hafnia

Experience, Hafnia Excelsior, Hafnia Express, Hafnia Precision, Hafnia Pride, Hafnia

Prestige, Hafnia Providence — (29,580) — (29,580)

ICBCL:

(5)

Hafnia Adamite, Hafnia Almandine, Hafnia Amazonite, Hafnia Amber N/A N/A — (72,040)

Ocean Yield:

Hafnia Aronaldo, Hafnia Azotic, Hafnia Turquoise

(6)

— (3,088) — (31,480)

Jiangsu Financial Leasing Sky:

(4)

Hafnia Viridian, Hafnia Violette, Hafnia Sirius, Hafnia Sky — (39,638) — (2,616)

Skaatholmen Shipping:

(7)

Hafnia Artic & Hafnia Asia — (1,755) — (21,875)

Yong Sheng Shipping:

Hafnia Australia — (2,045) — (1,939)

SBI:

(8)

Chem Spark, Chem Stellar N/A N/A — (4,773)

(9)

SPDBFL:

(5)

Hafnia Amethyst, Hafnia Ametrine, Hafnia Amessi, Hafnia Aquamarine N/A N/A — (72,875)

Total sale and lease-back liabilities — $ (156,999) $ 93,030 $ (344,184)

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IFRS 16 lease liabilities

Additional lease

liabilities

recognised Repayments

(9)

Additional lease

liabilities

recognised Repayments

(9)

Basset $ 3,069 $ (3,622) — $ (3,568

)

Beagle 3,273 (3,238) 3,082 (3,669

)

Boxer 3,040 (3,375) — (3,636

)

Bulldog 3,219 (3,677) — (3,541

)

Clearocean Ginkgo

(10)

— (3,183) 3,701 (3,377

)

Clearocean Milano

(10)

— (2,828) 3,622 (3,309

)

Dee4 Larch

(10)

— (1,347) 1,447 (3,290

)

Kamome Victoria

(10)

— (2,663) — (3,032

)

Karimata 3,667 (4,121) — (4,178

)

Orient Challenge — (3,281) — (3,104

)

Orient Innovation — (3,268) — (3,092

)

Peace Victoria 2,568 (4,040) — (3,953

)

Sunda 3,968 (4,220) — (4,220

)

Total IFRS 16 lease liabilities $ 22,804 $ (42,724) $ 11,852 $ (45,969

)

(1) This facility’s $274.1 million term loan tranche has been fully repaid in 2023. The amortising $100 million revolving credit facility tranche remains available but was undrawn as at

December 31, 2024 and December 31, 2023.

(2) This facility has been rolled over on a cashless basis into the $84m – DSF Facility and as at the date of this Annual Report is no longer in place.

(3) This facility has been drawn and repaid on an ongoing basis to support FFA trading margin requirements throughout 2024 and 2023. As this facility is directly linked to the FFA

margin trading account with DBS, any drawdowns are automatically netted at DBS with no cashflow impact to Hafnia on an operational basis unless in the event of a margin call.

(4) This loan has been repaid and is as at the date of this Annual Report no longer in place.

(5) As at the date of this Annual Report, we have divested or refinanced all vessels under these SLBs, and therefore, these SLBs are no longer in place.

(6) We have refinanced Hafnia Turquoise in 2023 and as at the date of this Annual Report, this SLB only relates to Hafnia Aronaldo and Hafnia Azotic.

(7) We have divested Hafnia Arctic, and therefore, as at the date of this Annual Report, this SLB only relates to Hafnia Asia.

(8) We transferred the legal title to these vessels in 2023 but the vessels were deemed to be sold in 2022. Repayment of lease liabilities relating to these vessels in 2023 did not affect our

cash flow as the buyer paid the funds to extinguish the liabilities directly to the lessor.

(9) Repayments for IFRS 16 lease liabilities included in the above table are exclusive of interest on lease liabilities.

(10) These vessels have been redelivered to their respective owners.

Significant non-cash transactions

We have not had any significant non-cash transactions in the year ended December 31, 2024.

In the year ended December 31, 2022, we acquired the CTI Fleet through the acquisition of CTI by way of issuance of new shares together with transfer of existing treasury shares.

The acquisition was accounted for as an asset acquisition that did not constitute a business.

In exchange for all outstanding shares in CTI, CTI’s shareholders received a total of 99,199,394 ordinary shares comprising 92,112,691 newly issued shares and 7,086,703 treasury

shares. The fair value of CTI’s net assets acquired was assessed at $221.1 million. The effects of the CTI Transaction resulted in increases of our assets, liabilities and equity by $943.0

million, $721.9 million and $221.1 million respectively.

In the year ended 2022, two vessels were deemed to be sold, even though physical title was not transferred to the buyer before 2023. These vessels were financed by a sale and

lease-back arrangement and in the year ended 2022, the liabilities hereunder remained on the balance sheet along with a corresponding receivable from the buyer. In the year ended 2023,

physical title was transferred, and the liabilities were extinguished against the receivables in the balance sheet. This is a non-cash transaction as the buyer paid the funds to extinguish

the liabilities directly to the leasing house.

Financing Arrangements

We finance our operations through secured credit facilities and sale and lease-back arrangements. See the below section “Sale and lease-back” for additional information on the sale

and lease-back arrangements we have entered into.

We have entered into credit facilities in a number of our subsidiaries. Additionally, our joint venture companies have entered into credit facilities. We do not recognise the debt of

our joint venture companies on our balance sheet as they have been equity accounted, but we have a 50% interest in the debt through our equity ownership of the joint ventures. See

below “Hafnia Credit Facilities” for the credit facilities entered into by Hafnia and wholly-owned subsidiaries and “Joint Venture Credit Facilities” for the credit facilities entered into by

our joint ventures. We refer to Note 21 and Note 23 of our Consolidated Financial Statements included in Item 17 of this Annual Report for further details on our secured credit facilities,

sale and lease-back liabilities, and IFRS 16 lease liabilities and to Note 13 and 14 for additional information about our joint ventures.

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Our debt and lease financing agreements may additionally require us to comply with a number of covenants, including financial covenants related to liquidity, consolidated net

worth, maximum leverage ratios, loan-to-value ratios and collateral maintenance, informational requirements, including the delivery of quarterly and annual financial statements and

annual projections, and restrictive covenants, including maintenance of adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the

vessels; restrictions on consolidations, mergers or sales of assets; approvals on changes in the manager of the vessels; limitations on liens; limitations on additional indebtedness;

prohibitions on paying dividends if a covenant breach or an event of default has occurred or would occur as a result of payment of a dividend; prohibitions on transactions with

affiliates; and other customary covenants. Furthermore, our debt and lease financing agreements contain customary events of default, including cross-default provisions, as well as

subjective acceleration clauses under which the debt could become due and payable in the event of a material adverse change in our business.

Hafnia Credit Facilities

As at December 31, 2024, our outstanding liability under the Hafnia Credit Facilities was $578.23 million.

The table below gives an overview of our term loan facilities and revolving credit facilities as at December 31, 2024 and December 31, 2023:

Credit Facility

(1)

Maturity Date

Total outstanding

debt as at

December 31,

2024

(2)

Total outstanding

debt as at

December 31,

2023

(2)

In thousands of U.S. dollars

MUSD 473 Facility September 29, 2026 $ 87,098 $ 116,089

MUSD 374 Facility March 31, 2028

(3)

N/A N/A

MUSD 303 Facility February 28, 2029 80,000 N/A

MUSD 216 Facility October 2, 2026

(4)

131,250 143,850

MUSD 175 Facility – Citi Renewable semi-annually

(5)

40,500 53,000

MUSD 175 Facility – UOB Renewable semi-annually

(5)

58,500 60,000

MUSD 106 Facility March 31, 2025

(6)

N/A 90,777

MUSD 84 Facility – DSF Up to July 11, 2029 79,683 N/A

MUSD 84 Facility – SEB

December 31, 2026 (term loan) and December 31, 2023

(revolving credit facility) 49,855 56,095

MUSD 50 FFA Facility Renewable semi-annually

(5)

N/A 2,336

MUSD 40 Facility January 26, 2029 35,881 38,754

MUSD 39 Facility November 24, 2025 15,464 18,801

Total debt under the credit facilities $ 578,231 $ 579,702

(1) The table does not include any “loans” received from suppliers that constitute or have the function of deferred payment terms.

(2) The balances set forth in the table above reflect the principal outstanding due under each facility as at the specified date and does not reflect any (i) unamortised deferred financing

fees or other fees, (ii) discounts/premiums, or (iii) deposits or any other amounts not a part of the principal outstanding amount.

(3) This facility’s $274.1 million term loan tranche has been fully repaid in 2023. The amortising $100 million revolving credit facility tranche remains available but was undrawn as at

December 31, 2024 and December 31, 2023.

(4) October 2, 2026 is the latest vessel tranche’s maturity date for this facility.

(5) The MUSD 175 Facility – Citi, MUSD 175 Facility – UOB facilities were partially drawn as at December 31, 2024 and December 31, 2023. The MUSD 50 FFA Facility was undrawn as

at December 31, 2024 and was partially drawn as at December 31, 2023. For the borrowings under these facilities, we are obligated to either roll over into a new loan under the facility

in question or repay the loan within the relevant term. Undrawn portions of these facilities were uncommitted as at December 31,2024 and December 31, 2023 and as at the date of

this Annual Report remain uncommitted. An uncommitted facility is a facility where the lenders have no legal obligation to provide a loan but can elect to do so at their discretion.

(6) This facility has been refinanced and is as at the date of this Annual Report no longer in place.

Each of the Hafnia Credit Facilities bears a floating interest comprised of applicable SOFR (term SOFR, daily SOFR or daily non-cumulative compounded SOFR, as applicable) and a

margin.

Credit facilities

Find below detailed descriptions of each of our current term loan and revolving credit facilities. The facilities are listed with the largest credit facilities first.

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MUSD 473 Facility

On September 24, 2019, our wholly-owned subsidiaries Hafnia Tankers Shipholding Singapore Pte. Ltd., Hafnia Tankers Shipholding Alpha Pte. Ltd., Hafnia Tankers Shipholding

Denmark 1 ApS (subsequently merged into our wholly-owned subsidiary Hafnia Tankers ApS), and Hafnia Tankers Singapore Sub-Holding Pte. Ltd. entered into a $473 million senior

secured term loan and revolving credit facility (the “MUSD 473 Facility”) with a syndicate comprising of ABN Amro, BNP Paribas, Credit Agricole, Danske Bank, Danish Ship Finance,

ING Bank, Nordea, Oversea-Chinese Banking Corporation, Skandinaviska Enskilda Banken AB, and Standard Chartered Bank with Nordea as facility agent, for the purpose of refinancing

two existing facility agreements. The MUSD 473 Facility consists of two tranches of which Tranche A is a $413 million term loan facility (the “2019 Term Loan”) and Tranche B is a $60

million revolving credit facility (the “2019 RCF”).

The MUSD 473 Facility has a term of seven years from the date of first drawdown of the loan. The MUSD 473 Facility bears an interest rate of daily non-cumulative compounded

SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity. The first drawdown was made on September 30, 2019 and therefore the facility will expire on

September 29, 2026.

As at December 31, 2024, the outstanding amount under MUSD 473 Facility was $87.09 million consisting of $87.09 million from the 2019 Term Loan and the 2019 RCF has remained

undrawn.

MUSD 374 Facility

On March 22, 2021, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $374 million senior secured term loan and revolving credit facility (the “MUSD 374 Facility”) with

a syndicate comprising ABN Amro, BNP Paribas, DBS Bank, ING Bank, IYO Bank, Oversea-Chinese Banking Corporation, Skandinaviska Enskilda Banken AB, Société Générale,

Standard Chartered Bank and United Overseas Bank with Standard Chartered Bank as facility coordinator and agent. The MUSD 374 Facility has a term of seven years and consists of a

$274.1 million term loan facility (the “2021 Term Loan”) and a $100.0 million amortising revolving credit facility (the “2021 RCF”). The MUSD 374 Facility was set up through the

refinancing of existing facilities of MUSD 676 and MUSD 192 facilities.

The MUSD 374 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity. The

MUSD 374 Facility has a sustainability margin adjustment mechanism that depends on our continuous improvement in certain emissions-related key performance indicators (KPIs)

including a Fleet Sustainability Score determined by Annual Efficiency Ratio Values and the compliance with SOx cap regulations for all Hafnia-owned ships, in which it enjoys a

discount on the margin of up to 0.05% if sustainability targets are met or a premium on the margin of up to 0.025% if sustainability targets are not met.

As at December 31, 2024, there was no outstanding amount under MUSD 374 Facility as the 2021 Term Loan was fully repaid on September 30, 2023 and the 2021 RCF has remained

undrawn.

MUSD 303 Facility

On August 30, 2023, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $303 million amortising revolving credit facility (the “MUSD 303 Facility”) with a syndicate of

banks including BNP Paribas, Citibank, Danske Bank, DBS Bank, IYO Bank, Nordea Bank, Oversea-Chinese Banking Corporation and Standard Chartered Bank for the purpose of

refinancing existing debt and new vessel acquisitions. The MUSD 303 Facility will mature in February 28, 2029. As at December 31, 2024, we have drawn $80.00 million on this facility.

The MUSD 303 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin depending on the level of utilisation of the revolving credit facility. The

MUSD 303 Facility has an annual sustainability margin adjustment mechanism with DNV providing the second party opinion on key performance indicators (KPIs) such as emissions-

related key performance indicators (KPIs) including a Fleet Sustainability Score determined by Annual Efficiency Ratio Values of all Hafnia-owned ships and relative share of chemical

cargoes carried by the Group in which it enjoys a discount on the margin of up to 0.05% if sustainability targets are met or a premium on the margin of up to 0.05% if sustainability targets

are not met.

As at December 31, 2024, $80.00 million has been drawn under the MUSD 303 Facility.

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MUSD 216 Facility

On January 10, 2019, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $216 million senior secured term loan facility (the “MUSD 216 Facility”) with a syndicate of

banks including Nordea, BNP, OCBC, Société Générale, Standard Chartered Bank and United Overseas Bank, for the purpose of financing six LR2 newbuilds. The MUSD 216 Facility has

a term of seven years from the drawdown date for the Tranche A Facility and five years from the drawdown date for the Tranche B Facility. As at December 31, 2019, all six LR2 newbuilds

have been delivered with the Tranche A Facility fully drawn down.

On March 18, 2022, we (through our subsidiary Hafnia SG Pte. Ltd.) successfully upsized the MUSD 216 Facility with a new two-year tenor revolving credit facility tranche of $70

million (“Tranche C”). The tranche is non-amortising. Two lenders from the existing facility participated in Tranche C. Tranche C was cancelled as at November 14, 2023.

The MUSD 216 Facility Tranche A and B bear an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at

maturity. The MUSD 216 Facility Tranche C bear an interest rate of daily non-cumulative compounded SOFR plus a margin until maturity or cancellation.

As at December 31, 2024, the outstanding amount under Tranche A of the MUSD 216 Facility was $131.25 million while Tranche B has been fully repaid.

MUSD 175 Facility – Citi

On January 20, 2023, our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into an uncommitted $175 million borrowing base facility (the “MUSD 175 Facility – Citi”) with

Citibank N.A, Singapore branch to finance its receivables – freight, demurrage and freight-in-transit for the LR2 and LR1 pools. The MUSD 175 Facility – Citi has a tenor of six months

and is renewable every 6 months. The undrawn portion of the facility remains uncommitted until drawn. This means that the lender does not have a legal obligation to provide loans

under the facility but that the terms and conditions of the facility will apply if the facility is drawn. The drawn debt is used to provide back-to-back working capital loans to pool

participants in the LR2 and LR1 pools subject to receipt of eligible transaction security. The MUSD 175 Facility – Citi bears an interest rate of 1 month term SOFR plus a margin.

As at December 31, 2024, the outstanding amount under the MUSD 175 Facility – Citi was $40.50 million.

MUSD 175 Facility – UOB

On February 24, 2023, our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into an uncommitted $175 million borrowing base facility (the “MUSD 175 Facility – UOB”) with

United Overseas Bank Limited to finance its receivables – freight, demurrage and freight-in-transit for the MR and Handy pools. The MUSD 175 Facility – UOB has a tenor of six months

and is renewable every 6 months. The undrawn portion of the facility remains uncommitted until drawn. This means that the lender does not have a legal obligation to provide loans

under the facility but that the terms and conditions of the facility will apply if the facility is drawn. The drawn debt is used to provide back-to-back working capital loans to pool

participants in the MR and Handy pools subject to receipt of eligible transaction security. The facility contains an accordion clause which can increase the facility by up to $75.0 million

upon exercise. As at December 31, 2024, this option has not been exercised.

The MUSD 175 Facility – UOB bears an interest rate of 1 month term SOFR plus a margin.

As at December 31, 2024, the outstanding amount under the MUSD 175 Facility – UOB was $58.50 million.

MUSD 84 Facility – DSF

On July 11, 2024, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $84 million senior secured loan facility (the “MUSD 84 Facility – DSF”) with Danish Ship Finance to

refinance four of its existing MR vessels under a MUSD 106 facility with the same lender. The MUSD 84 Facility – DSF’s term loan tranche has been fully drawn. The MUSD 84 Facility –

DSF has a tenor up to five years and will mature on July 11, 2029.

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The MUSD 84 Facility – DSF bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, the outstanding amount under the term loan under the MUSD 84 Facility – DSF was $79.68 million.

MUSD 84 Facility – SEB

On December 17, 2021, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into an $84 million senior secured loan facility (the “MUSD 84 Facility – SEB”) with SEB, Singapore

Branch to refinance four of its existing MR vessels under a MUSD 266 facility. The MUSD 84 Facility – SEB has been fully drawn down. The facility consists of a term loan tranche of

$68.6 million and a revolving credit facility tranche with commitment of $15.9 million. The term loan and revolving credit facility tranche has a five- and two-year tenor, respectively.

The MUSD 84 Facility – SEB term loan tranche bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a

balloon at maturity. The MUSD 84 Facility – SEB revolving credit facility tranche bore an interest rate of daily non-cumulative compounded SOFR plus a margin.

As at December 31, 2024, the outstanding amount under the term loan under the MUSD 84 Facility – SEB was $49.85 million, while the revolving credit facility has been cancelled as

of September 29, 2023.

MUSD 50 FFA Margin Facility

On August 18, 2023 our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into a $50 million uncommitted FFA margin facility (the “MUSD 50 FFA Margin Facility”) agreement

with DBS Bank for the purpose of facilitating FFA trading and funding of the margins.

The MUSD 50 FFA Margin Facility bears an interest rate of daily SOFR plus a margin.

As at December 31, 2024, the MUSD 50 FFA Margin Facility was undrawn.

MUSD 40 Facility

On July 18, 2023, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $40 million senior secured loan facility (the “MUSD 40 Facility”) with NTT Leasing Singapore to

refinance two of its existing Handy vessels from a sale and lease-back arrangement with AVIC. The MUSD 40 Facility has been fully drawn down. The MUSD 40 Facility has a tenor of

five and a half years and will mature on January 26, 2029.

The MUSD 40 Facility bears an interest rate of 3 month term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, the outstanding amount under the MUSD 40 Facility was $35.88 million.

MUSD 39 Facility

On January 8, 2019, our wholly-owned Hafnia SG Pte. Ltd. entered into a $30 million unsecured term loan (the “MUSD 30 Facility”) with SEB, Singapore Branch for the purpose of

financing general working capital purposes. The MUSD 30 Facility had a term of one year with a final maturity date of December 31, 2019. In January 2020, we extended the MUSD 30

Facility by 15 months, with the revised maturity date being in April 2021.

On November 17, 2020, this facility was refinanced, amended, and restated to a $39 million term loan and revolving credit facility (the “MUSD 39 Facility”), with a revised tenor of

five years and a maturity date in November 2025. The term loan tranche amounts to $29.6 million while the revolving credit facility commitment amounts to $9.6 million.

The MUSD 39 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

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As at December 31, 2024, the loan outstanding under the MUSD 39 Facility was $15.46 million and the revolving credit tranche remains committed and undrawn.

Financial covenants – Hafnia Credit Facilities

The Hafnia Credit Facilities contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with all

financial covenants under Hafnia Credit Facilities. See below a description of the financial covenants in the Hafnia Credit Facilities.

Minimum Security Value

For the MUSD 473, 374, 303, 216, 84 – DSF, 84 – SEB, 40 and 39 Facilities, the minimum security value covenant requires that the fair market value of the security vessels equates to

or is higher than 125% of the outstanding loan amount and, if applicable, the undrawn RCF, with respect to each loan (to be measured on a semi-annual basis in June 30 and December 31

of each year).

The aggregate fair market value of the security vessels with respect to each loan facility as at December 31, 2024 is as set out in the table below.

Loan facility

Aggregate fair market value

(December 31, 2024)

MUSD 473 Facility 408.9% of the outstanding loan amount

MUSD 374 Facility 871.8% of the outstanding loan amount

MUSD 303 Facility 193.9% of the outstanding loan amount

MUSD 216 Facility 324.6% of the outstanding loan amount

MUSD 84 Facility – DSF 184.0% of the outstanding loan amount

MUSD 84 Facility – SEB 282.4% of the outstanding loan amount

MUSD 40 Facility 181.2% of the outstanding loan amount

MUSD 39 Facility 281.4% of the outstanding loan amount

For the MUSD 473 Facility, MUSD 374 Facility, MUSD 303 Facility, MUSD 216 Facility, MUSD 175 Facility – Citi, MUSD 175 Facility – UOB, MUSD 84 Facility – DSF, MUSD 84

Facility – SEB, MUSD 50 FFA Margin Facility, MUSD 40 Facility, MUSD 39 Facility, we (as a group) as a guarantor are required to comply with the following financial covenants:

• we must ensure that our adjusted equity ratio is equal to or higher than 25%;

• we must ensure that our adjusted equity is equal to or more than $350 million; and

• we must ensure that our cash and cash equivalents under the facilities is at all times more than $60 million, of which $30 million may consist of credit lines.

For the MUSD 50 FFA Margin Facility, there is an additional covenant of fair market value of vessels less total secured borrowing to total unsecured borrowing ratio is less than 2.

Under the Hafnia Credit Facilities, the financial covenants set out above will be tested with respect to each credit facility as at June 30 and December 31 of each year.

Adjusted equity ratio is adjusted equity expressed as a percentage of the sum of liabilities and adjusted equity. Adjusted equity is the total shareholders’ equity as presented in our

consolidated financial statements after adjusting the vessels’ values to their fair market values. Cash and cash equivalents are as presented in our consolidated financial statements.

As at December 31, 2024, our adjusted equity ratio was 71.0%, our adjusted equity was $3,582.66 million and the cash and cash equivalents and the available credit line was

$322.04 million.

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Security – Hafnia Credit Facilities

Our Hafnia Credit Facilities and future credit facilities may be secured by the following items:

• a first priority mortgage over the relevant collateralised vessels;

• a first priority assignment of earnings, insurances and long-term charters from the mortgaged vessels for the specific facility;

• an account pledge for the specific facility;

• a pledge of the equity interests of each vessel-owning subsidiary under the specific facility; and

• a guarantee from us or from our subsidiaries.

See the below overview of the security granted under the Hafnia Credit Facilities and see the below additional description of the security granted under the Hafnia Credit Facilities.

Credit facility

Mortgage over

vessel(s)

Assignment of

earnings, insurances,

and long-term

charters Account pledge(s)

Pledge(s) of equity

interests. Guarantee

MUSD 473 Facility Yes Yes — Yes Yes

MUSD 374 Facility Yes Yes — — Yes

MUSD 303 Facility Yes Yes — — Yes

MUSD 216 Facility Yes Yes — — Yes

MUSD 175 Facility – Citi — — Yes — Yes

MUSD 175 Facility – UOB — — Yes — Yes

MUSD 84 Facility – DSF Yes Yes — — Yes

MUSD 84 Facility – SEB Yes Yes — — Yes

MUSD 50 FFA Margin Facility — — Yes — Yes

MUSD 40 Facility Yes Yes — — Yes

MUSD 39 Facility Yes Yes — Yes Yes

We, Hafnia Limited, have provided a parent guarantee under all Hafnia Credit Facilities in place as at the date of this Annual Report.

Please find below an overview of the vessels with a first priority mortgage under the Hafnia Credit Facilities as at the date of this Annual Report. In each case where a vessel has

been collateralised, the mortgage is supplemented by an assignment of earnings, insurances, and long-term charters (charters exceeding 36 months) except for the MUSD 39 Facility for

the relevant vessel(s).

Credit facility Collateralised vessels

MUSD 473 Facility Hafnia Bering, Hafnia Malacca, Hafnia Soya, Hafnia Sunda, Hafnia Torres, Hafnia Ane, Hafnia Crux, Hafnia Daisy, Hafnia Henriette, Hafnia

Kirsten, Hafnia Lene, Hafnia Leo, Hafnia Libra, Hafnia Lise, Hafnia Lotte, Hafnia Lupus, Hafnia Phoenix, Hafnia Taurus, Hafnia Mikala

MUSD 374 Facility Hafnia Kallang, Hafnia Nile, Hafnia Tagus, Hafnia Yarra, Hafnia Bobcat, Hafnia Cheetah, Hafnia Cougar, Hafnia Egret, Hafnia Falcon, Hafnia

Jaguar, Hafnia Leopard, Hafnia Lioness, Hafnia Panther, Hafnia Tiger

MUSD 303 Facility Hafnia Almandine, Hafnia Amber, Hafnia Amethyst, Hafnia Ametrine, Hafnia Amazonite, Hafnia Adamite, Hafnia Turquoise, Hafnia Atlantic,

Hafnia Pacific, Hafnia Achroite, Hafnia Alabaster, Hafnia Aragonite, Hafnia Viridian, Hafnia Violette, Hafnia Valentino

MUSD 216 Facility Hafnia Despina, Hafnia Galatea, Hafnia Larissa, Hafnia Neso, Hafnia Thalassa, Hafnia Triton

MUSD 84 Facility – DSF Hafnia Petrel, Hafnia Raven, Hafnia Swift, BW Wren

MUSD 84 Facility – SEB Hafnia Eagle, Hafnia Hawk, BW Kestrel, BW Merlin

MUSD 40 Facility Hafnia Andesine, Hafnia Aventurine

MUSD 39 Facility Hafnia Andrea, Hafnia Caterina

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Please find below an overview of the Hafnia Credit Facilities as at the date of this Annual Report which have an account pledge of the borrower for the specific credit facility and

additional description of the account pledges.

Credit facility Account Pledge of Borrower

MUSD 175 Facility – UOB Hafnia Pools Pte. Ltd. has provided four account pledges with floating charges to UOB for two operating and two collections accounts on behalf

of the Handy and MR pools.

MUSD 175 Facility – Citi Hafnia Pools Pte. Ltd. has provided two account pledges with floating charges to Citi for two collections accounts on behalf of the LR1 and LR2

pools.

MUSD 50 FFA Facility Hafnia Pools Pte. Ltd. has provided two account pledges with floating charges to DBS for one current account and one term deposit account as

cash collateral.

In two of the Hafnia Credit Facilities, a pledge has been granted over the equity interest of the vessel owning subsidiary or subsidiaries:

Credit facility Pledge of equity interest of vessel owning subsidiary

MUSD 473 Facility Pledges have been granted over the shares in Hafnia Tankers Shipholding Alpha Pte. Ltd., Hafnia Tankers Shipholding Singapore Pte. Ltd.,

Hafnia Tankers Singapore Sub-Holding Pte. Ltd.

MUSD 39 Facility Pledges have been granted over the shares in Hafnia One Pte. Ltd.

Joint Venture Credit Facilities

As at December 31, 2024, the outstanding liability under the facilities in our joint ventures was $320.00 million and our interest herein was $160.00 million through our 50%

ownership of each of the joint ventures.

The table below gives an overview of the joint ventures’ credit facilities as at December 31, 2024 and December 31, 2023:

Credit Facility Maturity Date

Total outstanding

debt as at

December 31,

2024

(1)

Total outstanding

debt as at

December 31,

2023

(1)

In thousands of U.S. dollars

Crédit Agricole Financing

Ecomar Joint Venture

15-year charter period from respective deliveries

$ 12,906 N/A

MUSD 111 Facility

Vista Joint Venture

Twelve years after drawdown

(last tranche on September 30, 2032) 75,387 $ 82,788

MUSD 89.6 Facility

Vista Joint Venture

Ten years after drawdown

(last tranche on May 22, 2033) 81,035 86,306

MUSD 88.5 Facility

Vista Joint Venture

Seven years after drawdown

(last tranche on February 28, 2024) 83,583 43,635

MUSD 52 Facility

Vista Joint Venture

Twelve years after drawdown

(last tranche on July 21, 2031) 30,670 34,123

MUSD 23 Facility

Andromeda Joint Venture

Seven years after drawdown

(last tranche on December 29, 2028) 19,110 20,580

MUSD 22 Facility

Andromeda Joint Venture

July 27, 2026

17,312 18,785

Total debt under the Joint Venture Credit Facilities $ 320,003 $ 286,217

50% of total debt (corresponding to our interest in the debt under the Joint Venture Credit Facilities) $ 160,002 $ 143,109

(1) The balances set forth in the table above reflect the principal outstanding due under each facility as at the specified date and does not reflect any (i) unamortised deferred financing

fees or other fees, (ii) discounts/premiums, (iii) deposits or any other amounts not a part of the principal outstanding amount.

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Each of the Joint Venture Credit Facilities bears a floating interest comprised of applicable SOFR (term SOFR, daily SOFR or daily non-cumulative compounded overnight SOFR, as

applicable) and a margin. The exception hereto is the Crédit Agricole Financing which is not a traditional bank financing but is instead a French tax lease arrangement similar to a sale and

lease-back financing arrangement.

Credit facilities

Find below detailed descriptions of each of the credit facilities obtained in our joint ventures. The facilities are listed with the largest credit facilities first.

Crédit Agricole Financing

On September 20, 2024, Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS (all of which are part of our Ecomar Joint Venture) entered into French

tax lease arrangements for four methanol dual-fuel MR vessels under construction with GSI with Crédit Agricole as the lease arranger (the “Crédit Agricole Financing”). The first vessel

was delivered on January 14, 2025 and the remaining three vessels will be delivered from 2025 to 2026. Under the Crédit Agricole Financing, the vessels will be sold to and delivered to

special purpose vehicles owned by Crédit Agricole upon delivery from the shipyard and thereafter enter into 15-year bareboat charters with each of Ecomar Alpha SAS, Ecomar Bravo

SAS, Ecomar Charlie SAS and Ecomar Delta SAS, commencing upon their respective deliveries. Crédit Agricole, SEB and ABN Amro as lenders will provide loans to the special purpose

vehicles to finance the acquisition of the vessels. The Ecomar Joint Venture companies will pay charterhire under the bareboat charters to the special purpose vehicles owned by Crédit

Agricole. The arrangement is expected to amount to a total of $149.2 million for all four vessels of which we will have a 50% interest, equalling $74.6 million.

The financing arrangement is cross-collateralised across the four vessels.

Charterhire, which is paid semi-annually in arrears, includes a fixed repayment amount and an interest amount calculated based on the daily non-cumulative compounded SOFR plus

a margin.

As at December 31, 2024, the amount of pre-delivery funding amounted to $12.91 million.

MUSD 111 Facility

On July 19, 2019, Vista Shipholding III, IV, V and VI Limited (part of our Vista Joint Venture) entered into a $111 million senior secured term loan facility with a syndicate of banks

including KFW, OCBC, and Société Générale (Hong Kong) to finance the delivery of four LR1 vessels between 2019 and 2021 (the “MUSD 111 Facility”). The facility is backed by

Sinosure. The facility has a maturity date falling 12 years after drawdown. In 2020, the Vista entities were redomiciled into Singapore entities (now being Vista Shipholding III, IV, V, VI Pte.

Ltd.). The MUSD 111 Facility contains a most favoured nation clause applicable to certain terms including financial covenants, cross default and creditor process provisions.

The MUSD 111 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, our loan outstanding on this facility amounted to $37.69 million (equal to 50% of total loan outstanding of $75.39 million).

MUSD 89.6 Facility

On December 22, 2022, Vista Shipholding VII Pte. Ltd. and Vista Shipholding VIII Pte. Ltd. (part of our Vista Joint Venture) entered into a $89.6 million senior secured term loan facility

with Standard Chartered Bank (Singapore) Limited and Oversea-Chinese Banking Corporation Limited as lenders to finance the delivery of the first two LR2 vessels (the “MUSD 89.6

Facility”). The MUSD 89.6 Facility has been fully drawn down and matures ten years after drawdown. The MUSD 89.6 Facility has a sustainability margin adjustment mechanism in

which it enjoys a discount on the margin of up to 0.05% if sustainability targets including emissions-related Fleet Annual Efficiency Ratio Values determined by Annual Efficiency Ratio

Values and Fleet SOx Emissions Intensity targets are met for the mortgaged vessels and a premium on the margin of up to 0.05% if sustainability targets are not achieved. The MUSD 89.6

Facility contains a most favoured nation clause applicable to certain terms including financial covenants, cross default and creditor process provisions.

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The MUSD 89.6 Facility bears an interest rate of 3 month Term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, our loan outstanding on this facility amounted to $40.52 million (equal to 50% of total loan outstanding of $81.04 million).

MUSD 88.5 Facility

On October 13, 2023, Vista Shipholding IX Pte. Ltd. and Vista Shipholding X Pte. Ltd. (part of our Vista Joint Venture) entered into a $88.5 million senior secured term loan facility

with Oversea-Chinese Banking Corporation Limited and Bank of China (Hong Kong) Limited as lenders to finance the delivery of two LR2 vessels (the “MUSD 88.5 Facility”). The

MUSD 88.5 Facility has been drawn in two tranches; the first on October 31, 2023 and the second tranche on February 28, 2024. The MUSD 88.5 Facility will mature seven years after

drawdown. The MUSD 88.5 Facility has a sustainability margin adjustment mechanism in which it enjoys a discount on the margin of up to 0.05% if sustainability targets including a

Fleet Annual Efficiency Ratio determined by Annual Efficiency Ratio Values are met and a premium on the margin of up to 0.05% if sustainability targets are not achieved. The MUSD

88.5 Facility contains a most favoured nation clause applicable to certain terms including financial covenants, cross default and creditor process provisions.

The MUSD 88.5 Facility bears an interest rate of 3 month Term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, our loan outstanding on this facility amounted to $41.79 million (equal to 50% of total loan outstanding of $83.58 million).

MUSD 52 Facility

On July 26, 2018, Vista Shipholding I Limited and Vista Shipholding II Limited (part of our Vista Joint Venture) entered into a $52 million senior secured term loan facility with the

Export-Import Bank of China to finance the delivery of two LR1 vessels (the “MUSD 52 Facility”). The facility has a maturity date falling 12 years after drawdown. In 2020, the Vista

entities were redomiciled into Singapore entities (now being Vista Shipholding I Pte. Ltd. and Vista Shipholding II, Pte. Ltd.).

The MUSD 52 Facility bears an interest rate of daily SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, our loan outstanding on this facility amounted to $15.34 million (equal to 50% of total loan outstanding of $30.67 million).

MUSD 23 Facility

On December 27, 2021, Green Stars Shipping Limited (part of our Andromeda Joint Venture) entered into a $23 million term loan facility (the “MUSD 23 Facility”) with a bank to

finance the delivery of one MR vessel, PS Stars. The facility has a maturity date falling seven years after drawdown. In 2024, Green Stars Shipping Limited was redomiciled to Singapore

(now being Green Stars Shipping Pte. Ltd.).

The MUSD 23 Facility was fully drawn down on January 18, 2022. The MUSD 23 Facility contains a most favoured nation clause applicable to certain terms including financial

covenants, cross default and creditor process provisions.

The MUSD 23 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

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As at December 31, 2024, our share of the bank borrowings outstanding under the facility was $9.56 million (equal to 50% of the total loan outstanding of $19.11 million).

MUSD 22 Facility

On July 22, 2021, Yellow Star Shipping Ltd. (part of our Andromeda Joint Venture) entered into a $22 million term loan facility (the “MUSD 22 Facility”) with Crédit Agricole (London)

to finance the delivery of one MR vessel, Yellow Stars. The facility has a maturity date falling five years after drawdown. In 2024, Yellow Stars Shipping Ltd. was redomiciled to Singapore

(now being Yellow Stars Shipping Pte. Ltd.).

The MUSD 22 Facility was fully drawn down on July 27, 2021. The MUSD 22 Facility contains a most favoured nation clause applicable to additional financial covenants or changes

to existing financial covenants.

The MUSD 22 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.

As at December 31, 2024, our share of the bank borrowings outstanding under the facility was $8.66 million (equal to 50% of the total loan outstanding of $17.31 million).

Financial covenants – Joint Venture Credit Facilities

The Joint Venture Credit Facilities contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with

all financial covenants under the Joint Venture Credit Facilities. See below a description of the financial covenants in the Joint Venture Credit Facilities.

Minimum Security Value

The MUSD 111, 89, 88, 52, 23 and 22 Facilities contain a minimum security value covenant which require that the fair market value of the security vessels equates to or is higher than

125% (135% for the MUSD 22 Facility) of the outstanding loan amount with respect to each loan (to be measured on a semi-annual basis in June 30 and December 31 of each year).

The aggregate fair market value of the security vessels with respect to each loan facility as at December 31, 2024 is as set out in the table below.

Credit facility

Aggregate fair market value

(December 31, 2024)

MUSD 111 Facility 271.9% of the outstanding loan amount

MUSD 89.6 Facility 224.6% of the outstanding loan amount

MUSD 88.5 Facility 220.4% of the outstanding loan amount

MUSD 52 Facility 326.1% of the outstanding loan amount

MUSD 23 Facility 255.1% of the outstanding loan amount

MUSD 22 Facility 270.8% of the outstanding loan amount

For the MUSD 111 Facility, MUSD 89 Facility, and MUSD 88 Facility, Hafnia as a guarantor is required to comply with the following financial covenants:

• we must ensure that our adjusted equity ratio is equal to or higher than 25%;

• we must ensure that our adjusted equity is equal to or more than $350 million; and

• we must ensure that our cash and cash equivalents under the facilities is at all times more than $60 million, of which $30 million may consist of credit lines.

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Under the Joint Venture Credit Facilities, the financial covenants set out above will be tested as at June 30 and December 31 of each year.

For the MUSD 52 Facility, the borrowers (Vista Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd.) are required to ensure that the aggregate of (1) the market values of the

vessels (in the security package for the MUSD 52 Facility) and (2) the market value of any additional security is at all times equal to or greater than 125% of the loan.

The financial covenants set out above will be tested once as at December 31 in each year.

For the Crédit Agricole Financing, the Ecomar Shipholding S.A.S. (as guarantor) is required to comply with two financial covenants to ensure that (1) consolidated working capital

is more than 0 and that (2) the ratio of net financial indebtedness to consolidated total capitalisation is less than 80% at all times. These financial covenants will be tested as at June 30

and December 31 of each year.

Security – Joint Venture Credit Facilities

Our Joint Venture Credit Facilities and future credit facilities in our joint ventures may be secured by the following items:

• a first priority mortgage over the relevant collateralised vessels;

• a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;

• an account pledge of the vessel-owning subsidiary for the specific facility;

• a pledge of the equity interests of each vessel owning subsidiary under the specific facility; and

• a parent guarantee where the indebtedness is not taken at the level of the parent.

See the below overview of the security granted under the Joint Venture Credit Facilities and see the below additional description of the security granted under the Joint Venture

Credit Facilities.

Credit facility

Mortgage over

vessel(s)

Assignment of

earnings, insurances,

and long-term

charters Account pledge(s)

Pledge(s) of equity

interests. Guarantee

Crédit Agricole Financing

Ecomar Joint Venture

—(1)

Yes

—

Yes

MUSD 111 Facility

Vista Joint Venture Yes Yes Yes Yes Yes

MUSD 89.6 Facility

Vista Joint Venture Yes Yes — — Yes

MUSD 88.5 Facility

Vista Joint Venture Yes Yes — — Yes

MUSD 52 Facility

Vista Joint Venture Yes Yes Yes Yes Yes

MUSD 23 Facility

Andromeda Joint Venture Yes Yes — Yes Yes

MUSD 22 Facility

Andromeda Joint Venture Yes Yes Yes Yes Yes

(1)

Due to the structure of the Crédit Agricole Financing, a first priority mortgage is provided from each Crédit Agricole special purpose vehicle to the lenders. This means that while there is a mortgage

over each vessel, the mortgages are not provided by the Ecomar Joint Venture.

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Please find below an overview of the vessels with a first priority mortgage for the specific credit facility under the Joint Venture Credit Facilities as at the date of this Annual Report.

In each case where a vessel has been collateralised, the mortgage is supplemented by an assignment of earnings, insurances, and long-term charters (charters exceeding 12 months) for

the relevant vessel(s):

Credit facility Collateralised vessels

Crédit Agricole Financing

Ecomar Gascogne, Hull no. 21110075 (tbn. Ecomar Guyenne), Hull no. 23110004 (tbn. Ecomar Garonne), Hull no. 23110005 (tbn. Ecomar Gironde)

(1)

MUSD 111 Facility Hafnia Guangzhou, Hafnia Beijing, Hafnia Shenzhen, Hafnia Nanjing

MUSD 89.6 Facility Hafnia Loire, Hafnia Languedoc

MUSD 88.5m Facility Hafnia Larvik, Hafnia Lillesand

MUSD 52 Facility Hafnia Hong Kong, Hafnia Shanghai

MUSD 23 Facility PS Stars

MUSD 22 Facility Yellow Stars

(1)

The three vessels which have not been delivered as at the date of this Annual Report will be mortgaged after delivery from the shipyard. As noted above, the mortgages over these vessels are not provided

by companies in the Ecomar Joint Venture but by the Crédit Agricole special purpose vehicle companies which will be the legal owners of the vessels.

Please find below an overview of the Joint Venture Credit Facilities as at the date of this Annual Report which have an account pledge under the specific credit facility.

Credit facility Account Pledge

Crédit Agricole Financing

Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS have each provided account pledges over their respective

earnings account and retention account.

MUSD 111 Facility Vista Shipping Pte. Ltd. has provided an account pledge with a floating charge on behalf of the four vessel-owning subsidiaries.

MUSD 52 Facility Vista Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd. have provided an account pledge each with floating charges.

MUSD 22 Facility Yellow Stars Shipping Ltd.

Under certain of the Joint Venture Credit Facilities, the security package includes a pledge of shares in the vessel-owning entities. Please find below an overview of the facilities

under the Joint Venture Credit Facilities as at the date of this Annual Report which have a pledge of the equity interests of each vessel owning subsidiary for the specific credit facility.

Credit facility Pledge of equity interest of vessel owning subsidiary

MUSD 111 Facility Pledges have been granted over the shares in Vista Shipholding III Pte. Ltd., Vista Shipholding IV Pte. Ltd., Vista Shipholding V Pte. Ltd., and Vista

Shipholding VI Pte. Ltd.

MUSD 52 Facility Pledges have been granted over the shares in Vista Shipholding I Pte. Ltd., and Vista Shipholding II Pte. Ltd.

MUSD 23 Facility A pledge has been granted over the shares in Green Stars Shipping Ltd.

MUSD 22 Facility A pledge has been granted over the shares in Yellow Stars Shipping Ltd.

Please find below an overview of the Joint Venture Credit Facilities as at the date of this Annual Report where a guarantee has been provided by Hafnia Limited and the relevant

joint venture partner to the lender:

Credit facility Guarantor

Crédit Agricole Financing

We (Hafnia Limited) and Socatra have provided equal several guarantees under this financing arrangement.

MUSD 111 Facility We (Hafnia Limited) and CSSC have provided joint guarantees under this facility.

MUSD 89.6 Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.

MUSD 88.5m Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.

MUSD 52 Facility We (Hafnia Limited) and CSSC have provided joint guarantees under this facility.

MUSD 23 Facility We (Hafnia Limited) and Andromeda Shipholdings Ltd have provided joint guarantees under this facility.

MUSD 22 Facility We (Hafnia Limited) and Andromeda Shipholdings Ltd have provided joint guarantees under this facility.

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Sale and lease-back

In addition to the above term loan and revolving credit facilities, we also finance our vessels through sale and lease-back arrangements (“SLB”) with a variety of lessors. Under an

SLB, vessels are legally sold to external leasing houses and leased (bareboat chartered) back to us. These vessels are still recognised on our balance sheet, as the sale of the vessels to

external leasing houses does not meet the criteria for sale as prescribed by IFRS.

As at the date of this Annual Report, we have the following SLBs in place:

Vessel Lessor

Delivery Date

(to Lessor)

Charter Period /

Expiry Date

Amount

outstanding as

December 31,

2024

(1)

Amount

outstanding as at

December 31,

2023

(1)

In thousands of

U.S. dollars

Hafnia Excel May 4, 2022

Hafnia Exceed April 26, 2022

Hafnia Excellence March 16, 2022

Hafnia Executive March 9, 2022

Hafnia Expedite April 26, 2022

Hafnia Experience

ICBL

June 14, 2022 10-year charter

$326,293 $355,873

Hafnia Excelsior March 4, 2022 period

Hafnia Express April 28, 2022

Hafnia Precision June 9, 2022

Hafnia Pride March 10, 2022

Hafnia Prestige March 15, 2022

Hafnia Providence March 14, 2022

Hafnia Africa Doun Kisen Co., Ltd. October 26, 2017 October 2029 12,279 14,492

Hafnia Australia

Yong Sheng Shipping

Pte. Ltd.

February 14, 2018 February 2030 13,012 15,052

Hafnia Asia

Skaatholmen Shipping

Ltd.

July 13, 2018

Seven years after initial

drawdown

16,385 18,165

Hafnia Aronaldo

Ocean Yield ASA

June 1, 2015

15-year charter period 41,426 44,645

Hafnia Azotic July 22, 2015

Hafnia Azurite

March 8, 2023

Hafnia Ammolite March 13, 2023

Hafnia Axinite CMB Financial April 19, 2023 10-year charter

82,592 88,721

Hafnia Amessi Leasing Co. Ltd. March 6, 2023 period

Hafnia Aquamarine March 10, 2023

SLBs no longer in place

(1)

No longer in place N/A 34,939 146,255

Total debt under the SLBs: $526,926 $683,203

(1) The above table includes only those of our SLBs which are in place as at the date of this Annual Report. The category SLBs no longer in place thus contains the sum of

outstanding amounts as at December 31, 2024 and December 31, 2023, respectively, for SLBs which are no longer in place as at the date of this Annual Report. As at December 31,

2024, the sale and lease-back arrangements in this category relate to Hafnia Tourmaline and Hafnia Tanzanite. As at December 31, 2023, the sale and lease-back arrangements in this

category relate to Hafnia Achroite, Hafnia Alabaster, Hafnia Aragonite, Hafnia Viridian, Hafnia Violette, Hafnia Topaz, Hafnia Tourmaline and Hafnia Tanzanite.

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All of our SLBs contain purchase options which entitle us to repurchase the vessels at a predetermined time and price in accordance with the terms set out in the relevant bareboat

charter. Additionally, all SLBs with the exception of the Doun Kisen SLB and the OCY SLB contain purchase obligations according to which we are required to repurchase the vessels at

a predetermined time and price. See “Item 4. Information on the Company – Our Business – Bareboat and time charter-in portfolio – Purchase options” and “Item 4. Information on the

Company – Our Business – Bareboat and time charter-in portfolio – Purchase obligations” for additional information on these purchase obligations and purchase options.

All SLBs bear a floating interest comprised of applicable term SOFR and a margin except for the CMB SLB and the Doun Kisen SLB which bear a fixed interest.

Sale and lease-back arrangements

See below further description of our sale and lease-back arrangements in place as at the date of this Annual Report:

CMB | Hafnia Azurite, Hafnia Ammolite, Hafnia Axinite, Hafnia Amessi, Hafnia Aquamarine

In March 2023, we refinanced five Handy vessels, Hafnia Azurite, Hafnia Ammolite, Hafnia Axinite, Hafnia Amessi, and Hafnia Aquamarine, via sale and lease-back financing

arrangements with CMB Financial Leasing Co. Ltd (“CMB”) (the “CMB SLBs”). The vessels were delivered to CMB on March and April 2023 and chartered back to us on 10-year

bareboat charters. The CMB SLBs are cross-collateralised across the five vessels in the event of cross-default of any the vessels.

Charterhire, which is paid quarterly in arrears, includes a fixed repayment and interest amount.

As at December 31, 2024, the outstanding payments under these CMB SLBs was $82.59 million.

Doun Kisen Co., Ltd. | Hafnia Africa

On October 26, 2017, we entered into an SLB with Doun Kisen Co., Ltd. for the sale and lease-back of the vessel Hafnia Africa (the “Doun Kisen SLB”). The Doun Kisen SLB will

expire in October 2029.

Charterhire, which is paid monthly in advance, includes a fixed repayment amount per vessel of approximately USD0.25m per month.

As at December 31, 2024, outstanding payments under the Doun Kisen SLB was $12.28 million.

ICBCL | Hafnia Excel, Hafnia Exceed, Hafnia Excellence, Hafnia Executive, Hafnia Expedite, Hafnia Excelsior, Hafnia Express, Hafnia Precision, Hafnia Pride, Hafnia Prestige,

Hafnia Providence.

On February 28, 2022, in connection with our acquisition of 12 LR1 tankers from Scorpio as described in “Item 4. Information on the Company – A. History and Development of the

Company – Recent Developments”, we and our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into an SLB with ICBCL for the financing of the 12 LR1 product tankers acquired

from Scorpio (the “ICBCL SLBs”).

The charter period under the ICBCL SLBs is 10 years and provides for monthly purchase options and a purchase obligation at the end of the charter period for each vessel. All

twelve vessels have been delivered by us to ICBCL.

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The ICBCL SLBs are cross-collateralised across the 12 vessels in the event of cross-default of any the vessels. Charterhire, which is paid monthly in advance, includes a fixed

repayment amount per vessel in addition to a quarterly adjustment calculated on prevailing 1 month term SOFR rates plus a margin.

As at December 31, 2024, outstanding payments under the ICBCL SLBs was $326.29 million.

Ocean Yield ASA | Hafnia Aronaldo and Hafnia Azotic

On April 1, 2015, Chemical Tankers Inc., which is now our wholly-owned subsidiary, entered into SLBs with Ocean Yield ASA (“OCY”), in respect of four vessels (Hafnia Amessi,

Hafnia Aquamarine, Hafnia Aronaldo and Hafnia Azotic) that were delivered by Hyundai Mipo Dockyard Co. Ltd between June 2015 and September 2015, and four vessels (Hafnia

Turquoise, Hafnia Tanzanite, Hafnia Topaz, and Hafnia Tourmaline) that were delivered by STX Offshore and Shipbuilding Co. Ltd between April 2016 and November 2016 (the “OCY

SLBs”).

Under the OCY SLBs, the eight vessels were delivered to OCY upon delivery from the relevant shipyards and Chemical Tankers, Inc. entered into 15-year bareboat charters for each

vessel, each commencing upon their respective deliveries.

Subsequently, Hafnia Aquamarine, Hafnia Amessi, Hafnia Tourmaline, Hafnia Topaz, Hafnia Tanzanite and Hafnia Turquoise have been refinanced on SLBs with other lessors or

under or Hafnia Credit Facilities. Therefore, the OCY SLBs now only apply to Hafnia Aronaldo and Hafnia Azotic.

The OCY SLBs were novated to Hafnia Chemical Tankers Pte. Ltd. on December 13, 2023 for Hafnia Aronaldo and Hafnia Azotic. Charterhire, which is paid monthly in advance,

includes a fixed repayment amount per vessel in addition to a quarterly adjustment calculated on prevailing 3 month Term SOFR rates.

As at December 31, 2024, outstanding payments under the OCY SLBs was $41.42 million.

Skaatholmen Shipping Ltd. | Hafnia Asia

On July 11, 2018, we entered into SLBs with Skaatholmen Shipping Ltd. for the sale and lease-back of the vessels Hafnia Asia and Hafnia Arctic (the “Skaatholmen SLBs”). The

Skaatholmen SLBs will expire on the date following seven years from the original drawdown. On February 3, 2023, we divested the vessel Hafnia Arctic and therefore now only Hafnia

Asia is financed under an SLB with Skaatholmen Shipping Ltd.

Charterhire, which is paid quarterly in advance, includes a fixed repayment amount per vessel in addition to a quarterly adjustment calculated on prevailing 3 month term SOFR rates

plus a margin.

As at December 31, 2024, outstanding payments under the Skaatholmen SLB was $16.39 million.

Yong Sheng Shipping Pte. Ltd. | Hafnia Australia

On December 29, 2017, we entered into an SLB with Yong Sheng Shipping Pte. Ltd. for the sale and lease-back of the vessel Hafnia Australia (the “Yong Sheng SLB”). The Yong

Sheng SLB will expire in February 2030.

Charterhire, which is paid quarterly in advance, includes a fixed repayment amount per vessel in addition to a quarterly adjustment calculated on prevailing 3 month term SOFR rates

plus a margin.

As at December 31, 2024, outstanding payments under the Yong Sheng SLB was $13.01 million.

Financial covenants – SLBs

Our SLBs contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with all financial covenants

under our SLBs.

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See below a description of the financial covenants in the SLBs that we (as a group) are required to comply with:

• we must ensure that our adjusted equity ratio is equal to or higher than 25%;

• we must ensure that our adjusted equity is equal to or more than $350 million; and

• we must ensure that our cash and cash equivalents under the facilities is at all times more than $60 million, of which $30 million may consist of credit lines.

Under the SLBs, the financial covenants set out above will be tested with respect to each SLB as at June 30 and December 31 of each year.

Adjusted equity ratio is adjusted equity expressed as a percentage of the sum of liabilities and adjusted equity. Adjusted equity is the total shareholders’ equity as presented in our

consolidated financial statements after adjusting the vessels’ values to their fair market values. Cash and cash equivalents are as presented in our consolidated financial statements.

As at December 31, 2024, our adjusted equity ratio was 71.0%, our adjusted equity was $3,582.66 million and the cash and cash equivalents and the available credit line was $322.04

million.

Minimum Fair Value

As at December 31, 2024, we had SLBs with CSSC relating to the vessels Hafnia Tanzanite and Hafnia Tourmaline which required us to maintain a minimum fair value of the

collateral of >125% per vessel. As at December 31, 2024, we were in compliance with this requirement as the fair value of vessels under the SLBs with CSSC was 231.1% of the

outstanding balance. We exercised purchase options on these two vessels in January 2025 and therefore as at the date of this Annual Report, the SLBs with CSSC are no longer in place.

Security – SLBs

Our SLBs may be secured by the following items:

• a first priority assignment of earnings, insurances, and long-term charters from the bareboat chartered vessels to the lessors for the specific SLB; and

• a parent guarantee where the SLB is not entered into at the level of the parent company.

See the below overview of the security granted under the SLBs as at the date of this Annual Report and see below additional description of the security granted under the SLBs.

SLB

Assignment of

earnings, insurances,

and long-term

charters Account pledge(s) Parent Guarantee

CMB SLB Yes — Yes

Doun SLB Yes — Yes

ICBCL SLB Yes — Yes

OCY SLB Yes — Yes

Skaatholmen SLB Yes — Yes

Yong Sheng SLB Yes — Yes

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See the below overview of the SLBs as at the date of this Annual Report which have a first priority assignment of earnings, insurances, and long-term charters from the bareboat

chartered vessels to the lessors for the specific facility.

SLB

First priority assignment of earnings, insurances, and long-term charters

from bareboat chartered vessels

CMB SLB Hafnia Azurite, Hafnia Ammolite, Hafnia Axinite, Hafnia Amessi, Hafnia Aquamarine

Doun Kisen SLB Hafnia Africa

ICBCL SLB Hafnia Excel, Hafnia Exceed, Hafnia Excellence, Hafnia Executive, Hafnia Expedite, Hafnia Experience, Hafnia Excelsior, Hafnia

Express, Hafnia Precision, Hafnia Pride, Hafnia Prestige, Hafnia Providence

OCY SLB Hafnia Aronaldo, Hafnia Azotic

Skaatholmen SLB Hafnia Asia

Yong Sheng SLB Hafnia Australia

All SLBs as at the date of this Annual Report have a parent guarantee from Hafnia Limited over the bareboat charterparty agreement where the SLB is not taken at the level of the

parent.

Guarantees

As described above, we, Hafnia Limited and/or wholly owned subsidiaries, have issued guarantees to banks and other companies in relation to our Hafnia Credit Facilities, Joint

Venture Credit Facilities and SLBs.

We have issued financial guarantees to certain banks in respect of the Hafnia Credit Facilities and SLBs granted to our wholly-owned subsidiaries. These bank borrowings and

outstanding payments under SLBs amount to $1,070.6 million as at December 31, 2024 (December 31, 2023: $1,263.1 million). Corporate guarantees given will become due and payable on

demand if an event of default occurs.

Ecomar Joint Venture

We and Socatra have issued first demand financial guarantees to certain banks in respect of credit facilities granted to the Ecomar Joint Venture (Ecomar Alpha SAS, Ecomar Bravo

SAS, Ecomar Charlie SAS and Ecomar Delta SAS). Financial borrowings provided to the Ecomar Joint Venture through the Crédit Agricole Financing amounted to $12.9 million as at

December 31, 2024. (December 31, 2023: N/A). The first demand financial guarantees will become due and payable on demand if an event of default occurs. In addition, the Ecomar Joint

Venture (Ecomar Shipholding SAS) has provided an additional first demand guarantee in respect of the credit facilities granted to the four Ecomar subsidiaries. During the year ended

December 31, 2024, the largest potential liability in respect of these financial guarantees was $7.4 million (excluding interest and fees).

Additionally, we and Socatra have issued guarantees to GSI in respect of the Ecomar Joint Venture’s four shipbuilding contracts. As at December 31, 2024, our liability under these

guarantees amounted to $12.9 million (December 31, 2023: $31.0 million). During the year ended December 31, 2024, the largest potential liability in respect of these guarantees was $31.0

million (excluding interest and fees).

Vista Joint Venture

We and CSSC have issued several financial guarantees to certain banks in respect of credit facilities granted to our Vista Joint Venture. Bank borrowings provided to the Vista Joint

Venture amounted to $270.7 million as at December 31, 2024 (December 31, 2023: $246.9 million). Corporate guarantees given will become due and payable on demand if an event of default

occurs. During the year ended December 31, 2024, the largest potential liability in respect of these financial guarantees was $145.1 million (excluding interest and fees).

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Andromeda Joint Venture

We and Andromeda Shipholdings have issued a joint financial guarantee to certain banks in respect of credit facilities granted to our Andromeda Joint Venture. Bank borrowings

provided to the Andromeda Joint Venture amounted to $36.4 million as at December 31, 2024 (December 31, 2023: $39.4 million). Corporate guarantees given will become due and payable

on demand if an event of default occurs. During the year ended December 31, 2024, the largest potential liability in respect of this guarantee was $39.4 million (excluding interest and

fees).

Loans Receivable

We and/or one of our subsidiaries have provided loans to certain of our joint ventures and to our commercial pools.

Loans provided to joint ventures

As at December 31, 2024, we have provided $33.6 million (December 31, 2023: $42.9 million) as shareholder loans to our Vista Joint Venture that remain outstanding. The loans

receivable from the Vista Joint Venture are unsecured, bear interest at 5% fixed per annum and have no fixed terms of repayment. As we do not expect the Vista Joint Venture to settle the

loans within the next 12 months, the loans receivable are classified as “non-current” receivables. In substance, we consider these loan receivables as an extension of our investments in

the Vista Joint Venture. During the year ended December 31, 2024, the largest amount outstanding in respect of the loans provided to the Vista Joint Venture was $42.9 million (excluding

interest and fees).

As at December 31, 2024, we have provided $28.7 million (December 31, 2023: $15.5 million) as shareholder loans to our Ecomar Joint Venture under loan facilities amounting to a

total of $103.3 million. The loans receivable from the Ecomar Joint Venture are unsecured, bear interest at a rate from time to time corresponding to the maximum deductible rate acceptable

by French tax authorities as published every quarter (as at December 31, 2024: 5.75%) and have no fixed terms of repayment. As we do not expect the Ecomar Joint Venture to settle the

loans within the next 12 months, the loans receivable are classified as “non-current” receivables. In substance, we consider these loan receivables as an extension of our investments in

the Ecomar Joint Venture. During the year ended December 31, 2024, the largest amount outstanding in respect of the loans provided to the Ecomar Joint Venture was $28.7 million

(excluding interest and fees).

As at December 31, 2024, we have provided $6.3 million (December 31, 2023: $7.7 million) as shareholder loans to our Andromeda Joint Venture that remain outstanding. The loans

receivable from the Andromeda Joint Venture are unsecured, bear no interest and have no fixed terms of repayment. In our financial statements, we account for these shareholder loans

as equity investments rather than shareholder loans. During the year ended December 31, 2024, the largest amount outstanding in respect of the loans provided to the Andromeda Joint

Venture was $7.7 million.

Loans provided to the Pools

In 2022, we provided additional financing to the Pools of $15.0 million. We have been fully repaid under this financing arrangement in April 2023.

From time to time, we may provide working capital loans to participants in the Pools. These loans are provided with funds drawn under our MUSD 175 Facility – UOB or our MUSD

175 Facility – Citi. As stated in “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Financing Arrangements – Hafnia Credit Facilities”

above, the total amount drawn under these two facilities as at December 31, 2024, was $58.5 million and $40.5 million, respectively.

Capital Expenditures

We make capital expenditures from time to time in connection with drydocking activities and maintenance in the ordinary course and in order to comply with environmental and

other governmental regulations and in connection with our vessel acquisitions. We may in the future enter contracts to acquire newbuilds, or resale contracts or to acquire second-hand

vessels.

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We have purchase options and purchase obligations under certain of our time charter in and bareboat charter in agreements – see “Item 4. Information on the Company – B.

Business Overview” for additional information on these purchase options and purchase obligations. In the future, we will have to make capital expenditures in relation to purchase

obligations and may elect to use our purchase options, which will also require capital expenditures.

The table below presents our capital expenditures for the years ended December 31, 2024, 2023 and 2022. The table does not include capital expenditures in our joint ventures, nor

does it include non-cash transactions.

Capital Expenditures

($ million) 2024 2023 2022

Vessels $ 10.8 $ 153.1 $ 399.1

Drydocking and scrubbers

(2)

36.2 25.8 39.3

Ballast Water Treatment System

(1)

1.7 5.4 7.7

Others 0.1 0.1 1.0

Purchase of property, plant and equipment $ 48.8 $ 184.4 $ 447.1

(1) In our consolidated financial statements for the years ended December 31, 2022, this amount related to ballast water treatment systems is considered included under “Vessels”.

(2) This does not include any capital expenditure incurred on TC Vessels. We may from time to time incur minor capital expenditures relating to TC Vessels.

See below detailed description of these capital expenditures.

Vessel acquisition, construction and divestment

Vessel acquisitions

In the period from January 1, 2025 until the date of this Annual Report, we acquired no new vessels (excluding vessels acquired pursuant to purchase options in our sale and lease-

back arrangements) and took delivery of one newbuild vessel in our Ecomar Joint Venture.

In 2024, we acquired no new vessels (excluding vessels acquired pursuant to purchase options in our sale and lease-back arrangements) and we took delivery of one new vessel in

our Vista Joint Venture. In 2023, we acquired four new vessels. Additionally, we took delivery of three newbuild vessels in our Vista Joint Venture. In 2022, we acquired 44 vessels,

primarily through the acquisition of 12 product tankers from Scorpio and our acquisition of Chemical Tankers Inc. as further described in “Item 4. Information on the Company – A.

History and Development of the Company”. Additionally, our Andromeda Joint Venture took delivery of a newbuild vessel, PS Stars, in 2022.

The table below lists the vessels acquired by us and our joint ventures in 2024, 2023 and 2022 as well as in 2025 up to the date of this Annual Report. Please note that the list does

not include vessel acquisitions as a result of the exercise of purchase options in sale and lease-back arrangements.

Vessel Vessel Type Constructed/Acquired

During the year ended

December 31, 20__

Ecomar Gascogne

Constructed

Hafnia Lillesand

(1)

LR2 Constructed 24

Hafnia Larvik

(1)

LR2 Constructed 23

Hafnia Loire

(1)

LR2 Constructed 23

Hafnia Languedoc

(1)

LR2 Constructed 23

Hafnia Valentino MR Acquired 23

Hafnia Atlantic MR Acquired 23

Hafnia Pacific MR Acquired 23

Hafnia Pioneer LR1 Acquired 23

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Hafnia Viridian

(2)

MR Acquired 22

Hafnia Violette

(2)

MR Acquired 22

Hafnia Turquoise

(2)

MR Acquired 22

Hafnia Topaz

(2)

MR Acquired 22

Hafnia Tourmaline

(2)

MR Acquired 22

Hafnia Tanzanite

(2)

MR Acquired 22

Hafnia Almandine

(2)

Handy Acquired 22

Hafnia Amber

(2)

Handy Acquired 22

Hafnia Amethyst

(2)

Handy Acquired 22

Hafnia Ametrine

(2)

Handy Acquired 22

Hafnia Aventurine

(2)

Handy Acquired 22

Hafnia Andesine

(2)

Handy Acquired 22

Hafnia Aronaldo

(2)

Handy Acquired 22

Hafnia Aquamarine

(2)

Handy Acquired 22

Hafnia Axinite

(2)

Handy Acquired 22

Hafnia Amessi

(2)

Handy Acquired 22

Hafnia Amazonite

(2)

Handy Acquired 22

Hafnia Ammolite

(2)

Handy Acquired 22

Hafnia Azurite

(2)

Handy Acquired 22

Hafnia Azotic

(2)

Handy Acquired 22

Hafnia Adamite

(2)

Handy Acquired 22

Hafnia Aragonite

(2)

Handy Acquired 22

Hafnia Alabaster

(2)

Handy Acquired 22

Hafnia Achroite

(2)

Handy Acquired 22

Hafnia Sirius

(2)(3)

Stainless Acquired 22

Hafnia Sky

(2)(3)

Stainless Acquired 22

Hafnia Spark

(2)(3)

Stainless Acquired 22

Hafnia Stellar

(2)(3)

Stainless Acquired 22

Hafnia Saiph

(2)(3)

Stainless Acquired 22

Hafnia Sceptrum

(2)(3)

Stainless Acquired 22

Hafnia Spica

(2)(3)

Stainless Acquired 22

Hafnia Sol

(2)(3)

Stainless Acquired 22

Hafnia Precision LR1 Acquired 22

Hafnia Prestige LR1 Acquired 22

Hafnia Pride LR1 Acquired 22

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Hafnia Providence LR1 Acquired 22

Hafnia Experience LR1 Acquired 22

Hafnia Excelsior LR1 Acquired 22

Hafnia Exceed LR1 Acquired 22

Hafnia Expedite LR1 Acquired 22

Hafnia Excellence LR1 Acquired 22

Hafnia Excel LR1 Acquired 22

Hafnia Executive LR1 Acquired 22

Hafnia Express LR1 Acquired 22

PS Stars

(4)

MR Constructed 22

(1) Owned through our Vista Joint Venture.

(2) We acquired these vessels in the CTI Transaction which was a non-cash transaction. Therefore, the purchase price for these vessels is not included in the overview of capital

expenditures above.

(3) We have divested these non-core vessels.

(4) Owned through our Andromeda Joint Venture.

Vessel construction

As at December 31, 2024, our Ecomar Joint Venture had four newbuilds on order. See below a list of the shipbuilding contracts entered into in connection with such orders:

Vessel Vessel Type

Expected delivery

during the year ended

December 31, 20__ Shipyard

Ecomar Gascogne

(1) (2)

MR 25 GSI

Hull no. 21110075 (tbn. Ecomar Guyenne)

(1)

MR 25 GSI

Hull no. 23110004 (tbn. Ecomar Garonne)

(1)

MR 25 GSI

Hull no. 23110005 (tbn. Ecomar Gironde)

(1)

MR 26 GSI

(1) Owned through our Ecomar Joint Venture.

(2) This vessel was delivered to our Ecomar Joint Venture in January 2025.

Vessel divestments

In 2024, we divested two vessels. In 2023, we divested six vessels. In 2022, we divested 18 vessels. For additional descriptions of the development of our fleet, see “Item 4.

Information on the Company – Business Overview”.

Vessel Modification and Upgrades

From time to time, we have to make capital expenditures in order to modify and upgrade our Hafnia Vessels, including in order to comply with applicable environmental rules and

regulations. Ongoing costs for compliance with environmental regulations and society classification survey costs are a component of our vessel operating expenses.

It is likely that we will in the future have to incur additional costs to ensure that our Hafnia Vessels are in compliance with applicable regulations. We are not currently aware of any

regulatory changes or environmental liabilities that we anticipate will necessitate significant vessel modifications or vessel upgrades which will have a material impact on our results of

operations or financial condition.

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Drydock

From time to time, and no less than once every five years, each of our Hafnia Vessels has to be drydocked for maintenance, repairs and surveys. See “Item 4. Information on the

Company – B. Business Overview – Classification Societies” for additional description of the classification society surveys our vessels are subject to. The actual cost of drydocking a

vessel depends on several factors, including the location of the drydock and whether any specific vessel maintenance or vessel upgrades need to be carried out while the vessel is in

drydock. We try to coordinate any vessel modification and vessel upgrades, so they can be performed while the vessel is in drydock for its regular special surveys.

During the years ended December 31, 2024, 2023, and 2022, we commenced and completed the following drydocks, as described below:

2024 2023 2022

Number of vessels 25 17 14

- Drydocks completed during the year 21 14 14

- Drydocks in-progress as at end of the year 4 3 -

Cost (thousands of U.S. dollars) $ 36,299 $ 25,831 $ 39,320

Off-hire days related to drydocks 617 436 482

For the Hafnia Vessels we had in operation as at December 31, 2024, we foresee the following drydocks and related costs for the period through December 31, 2028:

For the Years Ending December 31,

2025 2026 2027 2028

Number of vessels 42

(1)

28 12 13

Expected cost (thousands of U.S. dollars) $ 112,219

(2)

$ 70,076 $ 23,200 $ 28,000

(1) The number of vessels that will be drydocked in 2025 is larger than ‘normal’ as we have a large number of vessels which were constructed in 2015.

(2) The expected costs of drydocks per vessel for 2025 is higher than other years as a number of the vessels being drydocked in 2025 will have work performed on their COT coating

which makes drydocking of these vessels more expensive than other drydockings.

In addition to the above-listed expected costs for planned drydocks, we may have to incur costs related to emergency drydocks if a vessel is damaged and requires repairs that

need to be conducted while the vessel is out of the water. As our fleet matures and expands, our drydock expenses will likely increase.

Ballast Water Treatment Systems

We have installed ballast water treatment systems on all of our Hafnia Vessels. We may in the future be required to make capital expenditures relating to ballast water treatment

systems if we purchase second-hand vessels that do not have the necessary equipment or if changing regulations or changing circumstances require us to replace or update the ballast

water treatment systems installed on our Hafnia Vessels. We do not have off-hire days which are only related to the installation of ballast water treatment systems as we coordinate the

installation of ballast water treatment systems to take place while the vessels are in drydock for their special surveys.

The following table summarises ballast water treatment systems activity for the years ended December 31, 2024, 2023 and 2022:

2024 2023 2022

Number of vessels

(1)

6 6 6

Cost (thousands of U.S. dollars)

(2)

$ 1,684 $ 5,379 $ 7,744

(1) The number of vessels is the number of Hafnia Vessels where the installation of BWTS was completed in the year ended December 31, 2024, 2023 and 2022, respectively.

(2) The costs relating to the installation of BWTS is split over several years. The numbers included in the table above are the costs that according to our accounting policies are

attributable to each year, not the costs relating to the installations listed under “Number of vessels”.

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Exhaust Gas Cleaning Systems (Scrubbers)

In the years ended December 31, 2024, 2023 and 2022, we have not installed any scrubbers on our Hafnia Vessels. We do not currently have any plans for further installation of

scrubbers on the Hafnia Vessels. We may in the future be required to make capital expenditures relating to scrubbers, if we purchase second-hand vessels that do not have the necessary

equipment or if changing regulations or changing circumstances require us to replace or update the scrubbers installed on our Hafnia Vessels.

Projects and upgrades

In addition to upgrades required pursuant to new regulations and repairs and modifications performed during our normal drydocks, we aim to continuously make environmental

upgrades to our Hafnia Vessels to increase their energy efficiency, decrease emissions and to improve their environmental impact. Additionally, we make upgrades and modifications to

our Hafnia Vessels to extend their commercial lives. Such upgrades are ordinarily scheduled for a vessel’s third special survey, which is performed in its 15th year.

During the years ended December 31, 2024, 2023, and 2022, the costs of our projects and upgrades (which were not attributable to ordinary drydocks, other vessel surveys, or

installation of ballast water treatment systems) were:

2024 2023 2022

Cost (thousands of U.S. dollars) $ 10,830 $ 9,206 $ 5,725

For the Hafnia Vessels we had in operation as at December 31, 2024, we have budgeted for the following projects and upgrades in addition to our planned drydocks for the period

through December 31, 2028:

For the Years Ending December 31,

2025 2026 2027 2028

Expected cost (thousands of U.S. dollars) $ 10,674 $ 4,235 $ 4,235 $ 4,235

Dividends

In April 2024 and November 2022, we updated our dividend policy. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend

Policy” for additional information on our dividend policy. The declaration and payment of dividends is subject to the discretion of our Board of Directors.

Our Fleet – Illustrative comparison of excess of carrying amounts over estimated charter-free market value of certain Hafnia Vessels.

During the past few years, the market values of vessels have experienced particular volatility and as a result, the charter-free market value, or basic market value, of all vessels are

well above the carrying amounts of those vessels.

The table set forth below indicates the carrying amount of each of our Hafnia Vessels as at December 31, 2024 and December 31, 2023 and the aggregate difference between the

carrying amount and the market value represented by such vessels (see footnotes to the table set forth below). This aggregate difference represents the approximate analysis of the

amount by which we believe we would record a gain if we sold those vessels, in the current environment, on industry standard terms, in cash transactions and to a willing buyer where

we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed (i) that the vessels would be sold

at a price that reflects our estimate of their basic market values and (ii) for vessels that are under lease financing arrangements, the carrying value of the vessel at the date indicated

would be the price at which we would purchase those vessels back from the lessor. We have not included in the table below those of our vessels that are accounted for as right of use

assets under IFRS 16 – Leases or any of our JV Vessels.

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Our estimate of basic market value assumes that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without

notations of any kind. Additionally, our estimate of each vessel’s basic market rate takes into account the estimated cost to sell the vessel. Our estimates are based on information

available from various industry sources, including:

• reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

• news and industry reports of similar vessel sales;

• news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as

part of our estimates;

• approximate market values for our vessels or similar vessels that we have received from ship brokers, whether solicited or unsolicited, or that ship brokers have generally

disseminated;

• offers that we may have received from potential purchasers of our vessels; and

• vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other

shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values and revenues are highly

volatile; as such, our estimates may not be indicative of the current or future basic market value of our Hafnia Vessels or prices that we could achieve if we were to sell them.

Carrying value as at,

Vessel Name Year Built December 31, 2024 December 31, 2023

BW Kestrel 2015 $ 24,536,955 $ 26,223,457

BW Merlin 2015 24,721,919 26,307,548

BW Wren 2016 26,605,778 28,262,790

Hafnia Achroite 2016 23,840,883 24,846,934

Hafnia Adamite 2015 22,403,779 23,488,678

Hafnia Africa 2010 16,589,584 18,049,891

Hafnia Alabaster 2015 22,356,320 23,504,135

Hafnia Almandine 2015 24,217,630 24,003,144

Hafnia Amazonite 2015 22,521,751 23,528,133

Hafnia Amber 2015 23,425,679 23,411,360

Hafnia Amessi 2015 22,192,692 23,527,005

Hafnia Amethyst 2015 22,151,124 23,487,660

Hafnia Ametrine 2015 22,468,247 23,441,127

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Hafnia Ammolite 2015 22,177,894 23,507,863

Hafnia Andesine 2015 22,211,357 23,537,380

Hafnia Andrea 2015 24,441,942 26,020,328

Hafnia Andromeda 2011 16,208,641 17,503,464

Hafnia Ane 2015 23,081,850 24,502,004

Hafnia Aquamarine 2015 22,140,889 23,479,481

Hafnia Aragonite 2015 22,398,414 23,429,984

Hafnia Aronaldo 2015 22,425,322 23,442,564

Hafnia Asia 2010 16,570,635 17,993,975

Hafnia Atlantic 2017 38,898,284 41,078,950

Hafnia Australia 2010 16,684,929 18,252,561

Hafnia Aventurine 2015 22,117,702 23,468,959

Hafnia Axinite 2015 22,431,333 23,480,218

Hafnia Azotic 2015 22,449,976 23,784,342

Hafnia Azurite 2015 22,689,529 23,532,843

Hafnia Bering 2015 21,184,693 22,326,357

Hafnia Bobcat 2014 23,910,129 23,606,207

Hafnia Caterina 2015 24,643,307 26,248,830

Hafnia Cheetah 2014 23,368,240 23,544,442

Hafnia Cougar 2014 23,157,264 23,464,594

Hafnia Crux 2012 18,579,462 20,043,655

Hafnia Daisy 2016 25,998,466 27,455,842

Hafnia Despina 2019 39,997,336 40,600,539

Hafnia Eagle 2015 24,640,546 26,313,914

Hafnia Egret 2014 23,881,582 24,450,387

Hafnia Exceed 2016 29,878,920 31,774,179

Hafnia Excel 2015 27,416,977 29,323,176

Hafnia Excellence 2016 29,620,428 31,457,094

Hafnia Excelsior 2016 29,261,698 31,061,773

Hafnia Executive 2016 29,645,882 31,505,543

Hafnia Expedite 2016 29,434,898 31,313,518

Hafnia Experience 2016 30,170,188 31,581,226

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Hafnia Express 2016 29,836,645 31,730,122

Hafnia Falcon 2015 24,913,521 26,118,578

Hafnia Galatea 2019 40,460,172 40,793,393

Hafnia Hawk 2015 24,715,029 26,194,512

Hafnia Henriette 2016 24,411,590 25,797,566

Hafnia Jaguar 2014 23,411,802 22,919,009

Hafnia Kallang 2017 31,111,688 32,912,362

Hafnia Kirsten 2017 26,104,381 27,568,439

Hafnia Larissa 2019 40,698,886 41,098,911

Hafnia Lene 2015 23,158,406 24,573,331

Hafnia Leo 2013 20,228,140 21,429,555

Hafnia Leopard 2014 23,441,872 23,150,842

Hafnia Libra 2013 19,867,179 21,368,744

Hafnia Lioness 2014 23,172,986 23,258,692

Hafnia Lise 2016 25,983,081 27,435,775

Hafnia Lotte 2017 26,118,997 27,573,810

Hafnia Lupus 2012 18,337,418 19,872,069

Hafnia Lynx 2013 21,832,775 23,205,849

Hafnia Magellan 2015 21,185,887 22,498,026

Hafnia Malacca 2015 21,141,348 22,408,042

Hafnia Mikala 2017 26,472,180 27,931,008

Hafnia Myna 2015 24,714,502 26,408,029

Hafnia Neso 2019 41,606,525 42,337,092

Hafnia Nile 2017 31,627,549 33,393,259

Hafnia Nordica 2010 13,930,656 15,120,790

Hafnia Osprey 2015 24,746,830 26,339,866

Hafnia Pacific 2017 39,161,239 41,345,335

Hafnia Panther 2014 24,272,538 23,682,983

Hafnia Pegasus 2010 N/A

(1)

15,665,875

Hafnia Petrel 2016 26,411,381 28,105,643

Hafnia Phoenix 2013 20,216,264 21,702,686

Hafnia Pioneer 2013 29,840,992 31,949,579

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Hafnia Precision 2016 29,784,784 31,600,474

Hafnia Prestige 2016 29,910,621 31,246,864

Hafnia Pride 2016 29,786,081 31,162,474

Hafnia Providence 2016 29,400,596 31,194,011

Hafnia Puma 2013 21,972,810 22,217,387

Hafnia Raven 2015 24,890,156 26,481,959

Hafnia Seine 2008 12,018,011 13,724,443

Hafnia Shinano 2008 12,800,920 11,895,377

Hafnia Soya 2015 21,306,338 22,511,724

Hafnia Sunda 2015 21,284,206 22,466,853

Hafnia Swift 2016 26,568,105 28,119,537

Hafnia Tagus 2017 31,370,686 33,175,695

Hafnia Tanzanite 2016 25,801,027 27,715,096

Hafnia Taurus 2011 16,174,185 17,501,019

Hafnia Thalassa 2019 42,024,721 42,853,762

Hafnia Thames 2008 N/A

(1)

13,858,428

Hafnia Tiger 2014 23,693,832 22,934,647

Hafnia Topaz 2016 26,987,578 28,516,699

Hafnia Torres 2016 22,834,715 24,061,786

Hafnia Tourmaline 2016 27,538,002 29,310,207

Hafnia Triton 2019 41,729,920 42,634,021

Hafnia Turquoise 2016 27,004,007 28,617,293

Hafnia Valentino 2015 30,975,712 34,666,310

Hafnia Violette 2016 24,283,925 25,622,934

Hafnia Viridian 2015 24,243,626 25,574,743

Hafnia Yangtze 2009 13,551,575 12,833,074

Hafnia Yarra 2017 31,565,903 33,337,794

Hafnia Zambesi 2010 15,783,316 15,204,202

(1) These vessels were divested in 2024.

As at December 31, 2024, the basic charter-free market value is higher than each vessel’s carrying value.

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Material Cash Requirements

The following table sets forth our material cash requirements as at December 31, 2024:

In millions of U.S. dollars

Less than

1 year

1 to 3

years

4 to 5

years

More than

5 years

Principal obligations under secured credit facilities

(1)

$ 253.8 $ 243.4 $ 81.0 —

Principal obligations under sale and lease-back liabilities

(1)

64.8 96.0 98.4 269.8

Obligations under IFRS 16 – lease liabilities

(2)

19.2 1.2 — —

Estimated interest payments on secured credit facilities

(3)

36.3 22.6 9.9 —

Estimated interest payments on sale and lease-back liabilities

(3)

18.9 31.6 24.2 15.7

Expected drydocking costs 112.2 93.3 66.1 N/A

(4)

Total $ 505.2 $ 488.1 $ 279.6 $ 285.5

(1) Represents principal and maturity payments due on our secured credit facilities and sale and lease-back liabilities which are described in Note 21 of our Consolidated Financial

Statements included in Item 17 of this Annual Report. These payments are based on amounts outstanding as at December 31, 2024.

(2) Represents our obligations on our IFRS 16 lease liabilities.

(3) Represents estimated interest payments on our secured credit facilities and sale and lease-back liabilities. These payments were estimated by taking into consideration: (i) the margin

on each financing arrangement and (ii) the forward interest rate curve calculated from interest swap rates, as published by a third party, as at December 31, 2024. The forward curve

was calculated as follows as at December 31, 2024:

Year 1 $ 55.2

Year 2 $ 33.2

Years 3 to 5 $ 55.0

Over 5 years $ 15.7

(4) While we will incur costs relating to drydocks in the future, including more than five years in the future, we only do five-year forecasts and therefore are not able to accurately

estimate the costs of drydocks after five years.

Off-Balance Sheet Arrangements

We are committed to make certain charter hire payments to third parties for chartered-in vessels. IFRS 16 requires us to recognise, on a discounted basis, the rights and obligations

created by the commitment to lease assets on the balance sheet. Leases with a term of lease less than 12 months or of low value would be considered as off-balance sheet arrangements.

Additionally, we have previously had $50 million receivables purchase facility in place which was an off-balance sheet arrangement. This $50 million receivables purchase facility is

no longer in place.

Derivatives

We used financial instruments to reduce the risk associated with fluctuations in interest rates, commodity prices and foreign currency exchange rates. See Note 2 and Note 12 in our

Consolidated Financial Statements included herein for additional information.

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Recent Accounting Pronouncements

During the years ended December 31, 2024, 2023 and 2022, we have applied a number of new IFRS standards and amendments to IFRS standards as they have become effective.

The adoption of such new and revised IFRS standards has no material effect on the amounts reported in our consolidated financial statements attached to this Annual Report. For

further description of these amendments to our accounting policies see Note 2.2 to our Consolidated Financial Statements for the years ended December 31, 2024, 2023 and 2022,

respectively, all of which are included in Item 17 of this Annual Report.

C. Research and Development, Patents and Licenses, Etc.

Not applicable.

D. Trend Information

We are dependent on the charter rates and freight rates that the vessels in our Combined Fleet, particularly the vessels in our Hafnia Fleet, can achieve. Charter rates and freight

rates for product tankers are largely dependent on the market dynamics within the product tanker market at any given time. The product tanker market has been cyclical and volatile in

the past and may be volatile in the future.

In recent years, the market for product tankers has particularly been impacted by the war between Ukraine and Russia and the sanctions imposed on Russia and Russian oil. This

war was the catalyst for a significant change in international trading patterns which had a material positive influence on the product tanker market. We believe that the market for product

tankers is reaching a new balance after the immediate volatility caused by the Russia-Ukraine war which led to high earnings in the product tanker industry and that although the tonne-

mile gain from the sanctions on Russia and Russian oil will continue to influence the market for product tankers in the future, they will play a lesser role going forward.

While geopolitical concerns persist, the impact on the product tanker market from the war between Ukraine and Russia has eventually settled and is currently limited. However, we

have seen an increased impact on the product tanker market resulting from the disruption to shipping in the Red Sea in connection with the conflict between Israel and Hamas. If tankers

need to take the longer route around the Cape of Good Hope to avoid security concerns and/or rising insurance premiums, reduced tanker capacity and longer voyages may lead to an

increase of freight rates. In the beginning of 2024, we observed such an increase in freight rates due to the disruptions in the Red Sea. However, this elevated freight environment has

prompted a number of crude tankers to transition towards trading clean products, increasing the tanker capacity. Furthermore, we have also noticed the formation of alternative, shorter

trade routes that bypass the Red Sea, leading to shorter voyages for product tankers. These aforementioned factors have led to a weaker earning environment in the third quarter of 2024

and into 2025. Given the ongoing uncertainties surrounding these disruptions, we are not able to accurately assess or estimate the timeline of the potential reopening of the Red Sea and

the extent of its continuing impact.

Recently in 2025, several countries have announced or implemented trade measures, including tariffs, which may impact trade routes and product tanker demand. These measures

could have a direct impact on our business, such as the imposition of fees on vessels operated or built by certain countries, potentially increasing costs for specific trade flows.

Additionally, these measures could also have spillover effects, including protective trade measures that influences the cost of goods transported, leading to shifts in trade patterns and

formation of alternative trade routes. Given the uncertainty surrounding timing, scope and effect of these proposed actions, whether adopted in full or in part, we are currently unable to

accurately assess or estimate its potential impact on our business and operations.

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The product tanker supply outlook remains positive. Despite the orderbook-to-fleet ratio for product tankers increasing in 2024, the average age of global tanker fleet continues to

increase, with a growing number of tankers becoming scrap candidates. Although scrapping levels have been low in recent years, we believe the aging fleet will still have a significant

impact, as older vessels typically operate at a lower utilisation rate as compared to younger vessels. Additionally, in 2025, the U.S. Office of Foreign Assets Control sanctioned a

substantial number of vessels, which will significantly reduce the available tonnage for trade. While these sanctions primarily target crude tankers, we anticipate positive spillover effects

on the product tanker market. This would likely reduce the number of crude tanker transitioning to trading clean products, while also prompting some product tankers to shift into crude

transport, effectively tightening supply in the product tankers sector. Our analyses indicate that the combination of an increased volume of vessels being recycled. reduced utilisation

stemming from the aging of the global fleet, and a growing number of sanctioned vessels will contribute to create a tighter supply and demand scenario which should support continued

strong earnings.

For more information on the trends affecting our business, see “Item 4. Information on the Company – B. Business Overview –Industry”.

E. Critical Accounting Judgement and Estimates

Our consolidated financial statements are prepared in conformity with IFRS Accounting Standards, as issued by the IASB.

In preparing our consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported

amounts of assets, liabilities, revenue, and expenses. These judgments, estimates and assumptions are affected by the accounting policies applied. Certain amounts included in or

affecting this Annual Report and our consolidated financial statements and related disclosures are estimated, requiring us to make assumptions with respect to values or conditions

which cannot be known with certainty at the time the consolidated financial statements are prepared. A critical accounting estimate or assumption is one which is both important to the

portrayal of our financial condition and results and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the

effect of matters that are inherently uncertain. Management evaluates such estimates on an ongoing basis, using historical results and experience, consideration of relevant trends,

consultation with experts and other methods considered reasonable in the particular circumstances. Our management believes that the accounting estimates employed for the historical

financial statements for Hafnia Limited are appropriate and the resulting financial statement line items are reasonable. However, future results of Hafnia Limited could differ from original

estimates requiring adjustments to financial statement line items in future periods.

Our critical accounting judgments and estimates relating to “Accounting for pool arrangements”, “Identification of cash-generating units”, “Impairment of non-financial assets”

and “Vessel life and residual value” are further described in the notes to our Consolidated Financial Statements, which are filed as part of this Annual Report, beginning on page F-1; see

in particular Note 2 in general, Note 2.3 “Critical accounting judgements and estimates”, and Note 9 “Property, plant and equipment”.

F. Safe Harbor

Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions, and beliefs about future events. These statements are intended as

“forward-looking statements”.

We caution that assumptions, expectations, projections, intentions, and beliefs about future events may and often do vary from actual results and the difference can be material. See

the section entitled “Cautionary Statement Regarding Forward-Looking Statements” at the beginning of this Annual Report.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our executive officers and directors as at December 31, 2024.

Executive Officers

Name Position

Mikael Øpstun Skov Chief Executive Officer

Petrus Wouter Van Echtelt Chief Financial Officer

Board of Directors

Name Age Group Position Served since 2024 Board attendance Gender Expertise*

Andreas Sohmen-Pao

Over 50

Chair

May 16, 2014

4/4

Male

Financial, Risk

Management, Industry,

ESG

Erik Bartnes Over 50 Director January 16, 2019 4/4 Male

Financial, Risk

Management, Industry

Donald John Ridgway Over 50 Director January 16, 2019 4/4 Male

Financial, Risk

Management, Industry,

ESG

Peter Graham Read Over 50 Director January 16, 2019 4/4 Male

Financial, Risk

Management, Industry

Su Yin Anand 30-50 Director November 6, 2023 4/4 Female Industry, ESG

(*) In the above table, ‘Financial’ refers to experience in accounting, investment banking, certifications or advanced degrees in finance, accounting, or related fields, or experience in the

position of chief financial officer or financial director in publicly traded firms or subsidiaries; ‘Risk Management’ refers to experience as risk consultant in an advisory firm,

experience with financial risk/risk management duties or member of a risk committee; ‘Industry’ refers to experience as a part of the management of a shipping and/or oil & gas

company; and ‘ESG’ refers to experience in decarbonisation, economic development, diversity, and inclusion programs.

The following is a brief biography of each of our executive officers and directors:

Biographies of Executive Officers and Directors

Executive Officers

Mikael Øpstun Skov, Chief Executive Officer

Mikael Øpstun Skov is the chief executive officer of Hafnia, a role he assumed in January 2019 after the merger between Hafnia Tankers and BW Tankers. Mr. Skov was the co-

founder and CEO of Hafnia Tankers and has more than 40 years of experience in the shipping industry. Prior to establishing Hafnia Tankers, Mr. Skov held various positions over his 25-

year career at Torm A/S, of which the last two years he served as CEO. Mr. Skov is a board member of ZeroNorth A/S, Complexio Limited and Clipper Group Ltd. Mr. Skov is a Danish

citizen and resides in Monaco.

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Petrus Wouter Van Echtelt, Chief Financial Officer

Petrus Wouter Van Echtelt is the chief financial officer of Hafnia, a role he assumed in November 2017 and continued to hold after the merger between Hafnia Tankers and BW

Tankers in January 2019. Mr. Van Echtelt has more than 25 years of experience in investment banking and ship finance. Prior to Hafnia, Mr. Van Echtelt was CFO of BW Tankers from 2017,

a role he took after leaving ABN AMRO Bank as head of Transportation and Logistics sector Asia Pacific & Middle East. For 17 years, Mr. Van Echtelt held various positions in the

corporate finance and capital markets group of ABN AMRO and its predecessors (MeesPierson and Fortis Bank). Prior to joining MeesPierson, he worked for Gilde Investments from

1998 until 2000. Mr. Van Echtelt is a Dutch citizen and resides in the Netherlands.

Board of Directors

Andreas Sohmen-Pao, Chair

Mr. Sohmen-Pao has been the chair of Hafnia’s Board of Directors since the merger between Hafnia Tankers and BW Tankers in January 2019. He is currently chair of BW Group

and its listed affiliates: BW LPG, BW Offshore, BW Energy and Cadeler. He is also chair of the Global Centre for Maritime Decarbonization and a trustee of Lloyd’s Register Foundation.

Mr. Sohmen-Pao was previously chair of the Singapore Maritime Foundation and Chief Executive Officer of BW Group. He has also served as a non-executive director of The

Hongkong and Shanghai Banking Corporation, Navigator Holdings, the Maritime and Port Authority of Singapore, The London P&I Club, Sport Singapore, Singapore’s National Parks

Board and The Esplanade, among others.

Mr. Sohmen-Pao graduated from Oxford University in England with an honours degree in Oriental Studies and holds an MBA from Harvard Business School. He is an Austrian

citizen and resides in Singapore.

Erik Bartnes, Director

Mr. Bartnes was one of the co-founders of Hafnia Tankers in 2010, served as executive chair until the merger between Hafnia Tankers and BW Tankers in January 2019, and has

since served as a director on Hafnia’s Board of Directors.

Mr. Bartnes is currently chair of Castel AS and Trobo AS and a board member of Pareto Asset Management AS and Premium Maritime Fund AS, among others.

Mr. Bartnes was co-founder of Pareto AS, senior partner from 1988, chair until April 2013; served as chair of Christiania Shipping A/S, Pareto Invest AS, Astrup Fearnley Holding

AS, its group of companies, Eclipse Drilling AS, Revier Invest AS, and Svele AS, among others; and board member of Eitzen Chemical ASA, Viking Cruises Ltd., Viking Investments

(Cayman) Ltd., Jupiter Properties (USA) Ltd., Nordic Tankers AS, Nordic Shipholding AS, Siva Shipping AS and Ugland Shipping AS, among others.

Mr. Bartnes holds a LizRerPol degree from University of Fribourg, Switzerland. He is a Norwegian citizen and resides in Switzerland.

Donald John Ridgway, Director

Mr. Ridgway has served on Hafnia’s Board of Directors since 2019, and previously served as a director of Hafnia Tankers from 2017. He previously served as chair of Tindall Riley

and as a director of Tindall Riley (Britannia) Ltd.

Mr. Ridgway has over 45 years of experience in the oil & gas shipping industry and has held various executive roles in shipping in his career, culminating in eight years as CEO of

BP Shipping, where he ran a fleet of over 280 vessels and oversaw more than 2,000 staff members.

Mr. Ridgway was chair of the Oil Companies International Marine Forum (OCIMF) and the Marine Preservation Association; president of the API Marine Committee, and director of

Britannia P&I Insurance, Alaska Tanker Company, ITOPF and the UK Chamber of Shipping, among others.

Mr. Ridgway is a qualified Master Mariner; has a master’s degree from the Judge Institute, Cambridge University; is a Chartered Marine Technologist and a Fellow of the Institute

of Marine Engineering. He is a UK citizen and resides in London.

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Peter Graham Read, Director

Mr. Read has been a member of Hafnia’s Board of Directors since January 2019.

In his 37-year career at KPMG, he served as partner and chaired various sectors. He held the position of Head of the UK Shipping Practice and later became the Head of the UK

TMT (Telecoms, Media, and Technology) Practice. In 2008, he took on the role of chairing the UK TMT Practice and the Global Japanese Practice (EMA). He maintained both positions

until his retirement from KPMG in 2013.

Since 2013, Mr. Read has taken up several non-executive roles, including chairing the board of Welbeck Publishing Group Limited, Gemini Books Group Limited and Quarto PLC. He

has also served as a non-executive director and chaired the audit committees of Napster Group PLC, Quayle Munro Holdings Limited, the Professional Cricketers Association, the Royal

Automobile Club, the RAC Foundation, Motorsport UK, and the Jaguar Daimler Heritage Trust.

Mr. Read graduated from Southampton University with a degree in Commerce and Accountancy. He is a UK citizen residing in London.

Su Yin Anand, Director

Ms. Anand has served on Hafnia’s Board of Directors since November 2023. Ms. Anand has over 20 years of experience across maritime, mining and technology in legal and

commercial roles. In her 15-year legal career, Ms. Anand was a partner at the law firm Ince & Co in Hong Kong, and recognised as one of the top 10 maritime lawyers internationally. Ms.

Anand transitioned to the commercial space where she was Head of Shipping for South32 and aluminium sales business. Ms. Anand is currently the Head of Strategy and

Transformation, ASEAN at IBM Consulting, Singapore.

Ms. Anand holds a Bachelor of Laws from the National University of Singapore and an Executive MBA from Kellogg-HKUST. Ms. Anand is a Singaporean citizen and resides in

Singapore.

B. Compensation of Directors and Executive Officers

Compensation of Directors

None of the directors decide on their own remuneration. The Nomination Committee proposes the fees that are approved by shareholders at the annual general meeting. It was

resolved by the shareholders at the 2024 annual general meeting that the annual fee to the chair of the Board of Directors for the period from the 2024 annual general meeting to the 2025

annual general meeting is $100,000 and the annual fee for a member of the Board of Directors for the period from the 2024 annual general meeting to the 2025 annual general meeting is

$90,000. The total amount paid to members of the Board of Directors as remuneration for their work on our Board of Directors in 2024 was $398 thousand (rounded).

To maintain the independence of the Board of Directors, the directors’ remuneration is not linked to our performance, nor do we grant share options, similar instruments or

retirement benefits to board members as consideration for their work on our board.

As a general rule, our directors do not undertake special tasks for Hafnia in addition to their directorship. Fees for any such services rendered shall be approved by the Board of

Directors.

Compensation of Executive Officers

The Board of Directors has adopted guidelines and principles for determining the remuneration of executive officers, which are presented to the shareholders at the annual general

meeting and made available on the Company’s website.

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The Remuneration Committee (as described below) administers all performance-related elements of the remuneration of executive management. Annually, the Remuneration

Committee prepares recommendations to the Board of Directors relating to the remuneration of the executive officers. The compensation of Hafnia’s executive officers in 2022, 2023 and

2024 was comprised of the following components:

2024 2023 2022

Salary and other allowances during the year $ 1,319,805

(1)

$ 1,332,662

(1)

$ 1,285,003

Cash based bonus 2,445,028 2,384,239 789,004

Retention bonus N/A N/A N/A

Pension N/A

(2)

N/A

(2)

N/A

(2)

Total $ 3,774,833 $ 3,716,901 $ 2,074,007

(1) Salary figures remain unchanged, but not all amounts are paid in USD. FX rate fluctuations therefore result in slight differences in USD amounts.

(2) Our executive officers do not receive pension as part of the remuneration package. This is considered part of the cash compensation.

In 2024, we paid $3.77 million in aggregate cash compensation to our executive officers.

In addition to the compensation listed above, our executive officers may receive customary non-monetary benefits such as newspaper subscription, telephone subscription,

accommodation when travelling, laptop and Internet access.

In addition to cash compensation and non-monetary benefits, we have adopted a long-term share incentive plan applicable to executive management and certain other key

employees. See below for additional description of this long-term share incentive plan.

Long-term Incentive Plan

We operate an equity-settled, share-based long-term incentive plan for our senior management and key employees (the “LTIP”).

Under this LTIP, share options have been granted to senior management and certain key employees on January 16, 2019, March 1, 2019, June 1, 2019 and August 1, 2019

(collectively “LTIP 2019”), February 25, 2020 (“LTIP 2020”), March 8, 2021 (“LTIP 2021”), March 15, 2022 (“LTIP 2022”), March 22, 2023 (“LTIP 2023”), March 5, 2024 (“LTIP 2024”) and

February 27, 2025 (“LTIP 2025”).

The share options under the LTIP are granted to senior management and key employees of Hafnia at the discretion of the Board of Directors. The LTIP is a stand-alone plan, and a

share option grant in any single year does not indicate or guarantee a share option grant in any subsequent years. The LTIP is also a retention program, meaning that the share option

grant is subject to the option holder’s continued employment with us at the exercise date, and that neither the employee nor a company within our group with which such employee is

employed has given notice of termination of such employee’s employment prior to that date.

The share options under the LTIP, with the exception of LTIP 2025, were issued before the Redomiciliation, and gave the option holder a right to (i) subscribe for new shares or (ii)

purchase one existing common share in us with a par value of $0.01.

The share options generally vest over a three-year period from the grant date. All share options under LTIP 2019 vested three years after the first grant date of LTIP 2019. In

December 2023, the vesting for our CEO’s options under LTIP 2021 was accelerated with these options vesting on December 20, 2023. In May 2024, the Remuneration Committee granted

accelerated vesting to all participants of LTIP 2022, which options vested on May 30, 2024.

The exercise price for the vested share options shall be the higher of (i) $0.01 (being the par value) and (ii) market value as at the grant date, increased by a hurdle rate of 5% p.a.

from the grant date until the vesting date, compounded annually at the anniversary of the grant date (the “exercise price market value”).

With the Redomiciliation and as Singapore does not recognize the concept of par value, for the LTIPs granted prior to the Redomiciliation, this translates to the option holder

having a right to (i) subscribe for new shares or (ii) purchase one existing ordinary share in us, at an exercise price of the higher of (a) $0.01 and (b) the exercise price market value. For

LTIP 2025, which was granted after the Redomiciliation, the terms for exercise of options have been logically amended to reflect the Redomiciliation but is otherwise on similar terms as

the previous LTIPs.

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Share options cannot be exercised in blackout periods for trading in our shares, as from time to time resolved by the Board of Directors (such as in a period prior to publication of

financial information and when there is other inside information in Hafnia). The share options generally expire on the date falling six years from the grant date. If applicable insider trading

rules should prevent an option holder from exercising share options prior to the expiry date, the Board of Directors may resolve to extend the exercise period.

See below an overview of the aggregate options awarded under the LTIP (including both exercised and unexercised options) as at December 31, 2024:

Option holder

Mikael Øpstun Skov

(CEO)

Petrus Wouter Van

Echtelt (CFO) Other option holders Total

No. of options No. of options No. of options No. of options

LTIP 2019 (expiry date January 16, 2025)

1,372,632

296,112

1,762,833

3,431,577

LTIP 2020 (expiry date February 25, 2026)

1,357,632 296,112 1,777,833

3,431,577

LTIP 2021 (expiry date March 8, 2027)

1,357,632 296,112 1,777,833

3,431,577

LTIP 2022 (expiry date March 15, 2028)

731,668 159,588 958,172

1,849,428

LTIP 2023 (expiry date February 28, 2029)

595,374 129,645 1,124,409

1,849,428

LTIP 2024 (expiry date March 5, 2030)

617,581 134,479 1,280,354

2,032,414

LTIP 2025 (expiry date February 27, 2031)

770,533 193,475 1,524,387 2,488,395

Additionally, find below an overview of the movements in and exercise of the share options:

At the beginning

of the year

Granted during

the year

Exercised during

the year

At the end

of the year

2024

LTIP 2019 355,334 — (355,334) —

LTIP 2020 197,372* — (157,372) 40,000*

LTIP 2021 2,073,945 — (2,073,945) —

LTIP 2022 1,849,428 — (1,849,428) —

LTIP 2023 1,849,428 — — 1,849,428*

LTIP 2024 — 2,032,414 — 2,032,414

Total 6,325,507 2,032,414 (4,436,079) 3,921,842

2023

LTIP 2019 2,586,519 — (2,231,185) 355,334

LTIP 2020 3,431,577* — (3,234,205) 197,372*

LTIP 2021 3,431,577 — (1,357,632) 2,073,945

LTIP 2022 1,849,428 — — 1,849,428

LTIP 2023 — 1,849,428 — 1,849,428

Total 11,299,101 1,849,428 (6,823,022) 6,325,507

* 40,000 options under LTIP 2020 were voided in 2020 due to the option holder leaving Hafnia. In 2024, 118,741 options in LTIP 2023 and 123,170 options in LTIP 2024 were voided due

to option holder leaving Hafnia. Voided options are not capable of exercised. The total number of outstanding options as at December 31, 2024 capable of being exercised (after

vesting, as applicable) was 3,639,931.

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Restricted share units

On March 15, 2022, we granted a total of 462,356 restricted share units (“RSU 2022”) to key management and senior employees, of which 182,922 were granted to the CEO and 39,897

were granted to the CFO.

As at the date of this Annual Report, 310,723 restricted share units have been settled by physical delivery of shares to the employees when they vested on March 15, 2025. 29,685

RSUs have been forfeited due to the holder leaving Hafnia. As at the date of this Annual Report, there are 121,948 outstanding RSUs. These will vest in March 2026 and March 2027.

C. Board Practices

Board of Directors

Our Board of Directors currently consists of five directors. A director is not required to hold any shares in our company by way of qualification. The directors may exercise all of our

powers to borrow money, mortgage or charge of otherwise grant a security interest in our undertaking, property and uncalled capital, or any part thereof, and issue debentures,

debenture stock or other securities, except for the issuance of preference shares which requires obtaining prior shareholder approval, whether outright or as security for any of our debt,

liability or obligations or of any third party.

Our Board of Directors is elected annually by a vote of a majority of the ordinary shares represented at the meeting where a quorum is present. A quorum is constituted by two or

more persons present in person throughout the meeting and who represent in person or by proxy more than 33% of the total issued and outstanding voting shares of the Company. Our

Constitution provides that our board shall consist of not less than three directors or such number in excess thereof as the shareholders may determine. Our shareholders determined at

the annual general meeting 2024 that the number of directors shall be up to eight. Each director shall hold office until the next annual general meeting following his or her election or until

his or her successor is elected.

There are no service contracts between us and any member of our Board of Directors providing for the accrual of benefits, compensation or otherwise, upon termination of their

employment or service.

Our Board of Directors has determined that the following directors qualify as “independent” under Rule 10A-3 of the Exchange Act and the Norwegian Code of Practice for

Corporate Governance: Erik Bartnes, Donald John Ridgway, Peter Graham Read and Su Yin Anand.

As a foreign private issuer, we are permitted to follow home country corporate governance practices subject to the NYSE corporate governance listing standards. We rely on home

country practice in Singapore and/or Norway to be exempted from certain of the corporate governance requirements of the NYSE. See “Item 16G. Corporate Governance – Foreign

Private Issuer Exemption”.

Committees

Audit Committee

We have established an audit committee (the “Audit Committee”) comprising two members: Peter Graham Read and Erik Bartnes. The Audit Committee is chaired by Peter Graham

Read. Neither of the members of the Audit Committee has been previous partners or directors of our external auditor KPMG within the last 12 months or hold, or have held, any financial

interest in KPMG within the last ten years.

The members of the Audit Committee are independent of Hafnia and shall serve while they remain on the Board of Directors or until the members of the Board of Directors decide

otherwise or the members wish to retire from their role as a member of the Audit Committee.

The Audit Committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.

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It was resolved by the shareholders at the 2024 annual general meeting that the annual fee to the chair of the Audit Committee for the period from the 2024 annual general meeting to

the 2025 annual general meeting is $15,000 and the annual fee for a member of the Audit Committee for the period from the 2024 annual general meeting to the 2025 annual general

meeting is $10,000. The total amount paid to members of the Audit Committee as remuneration for their work on our Audit Committee in 2024 was $19,795.

Remuneration Committee

We have established a remuneration committee (the “Remuneration Committee”) comprising two members: Andreas Sohmen-Pao and Erik Bartnes. The Remuneration Committee is

chaired by Andreas Sohmen-Pao.

The members of the Remuneration Committee shall serve while they remain on the Board of Directors, or until the members of the Board of Directors decide otherwise or wish to

retire from their role as a member of the Remuneration Committee.

The primary purpose of the Remuneration Committee is to assist the Board of Directors in discharging its duty relating to determining management’s compensation. The

Remuneration Committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations. Any

remuneration to be paid to the members of the Remuneration Committee is to be decided at the annual general meeting.

It was resolved by the shareholders at the 2024 annual general meeting that the annual fee to the chair of the Remuneration Committee for the period from the 2024 annual general

meeting to the 2025 annual general meeting is $10,000 and the annual fee for a member of the Remuneration Committee for the period from the 2024 annual general meeting to the 2025

annual general meeting is $5,000. The total amount paid to members of the Remuneration Committee as remuneration for their work on our Remuneration Committee in 2024 was $15,000.

Nomination Committee

We have established a nomination committee (the “Nomination Committee”) comprising three members: Sophie Smith, Bjarte Bøe and Elaine Yew Wen Suen. The Nomination

Committee is chaired by Sophie Smith.

Sophie Smith. Ms. Smith joined BW Group in August 2021 as the Chief Human Resources Officer. Prior to joining BW Group, she worked at Experian, where she most recently held

the role of HR Director, Asia Pacific. Originally from the UK, Ms. Smith started her career at Rolls-Royce and moved into HR leadership roles at 3i and Natwest. Ms. Smith graduated from

Durham University with a first class honours degree in Geography. She is a member of the Chartered Institute of Personnel and Development. Ms. Smith has been chair of the

Nomination Committee since May 2022.

Bjarte Bøe. Mr. Bøe has over 30 years of experience in the finance industry. He currently serves as a director of CMB Tech, a NYSE and Belgium listed shipping company. He also

serves as a director of Eika Group, a Norwegian savings bank group, as Chairman of Nordic Financial Regulation Group, as Chairman of Jøtul, a Norwegian wood oven manufacturer and

as Chairman of Merkantilbygg, a Norwegian real estate company. He has previously served on the following boards: Seadrill, (a US and Oslo listed drilling company), Hermitage Offshore

(a US offshore supply vessel company), Ellos group AB (a Swedish retail company), and Agera Venture (a Norwegian venture capital company). Mr. Bøe is a member of the Nomination

Committee of BW Offshore Limited since May 2014, and Hafnia Limited, BW LPG Limited and BW Energy Limited since May 2020. Mr. Bøe was chair of the Investment Committee at SEB

Venture Capital, a subsidiary of Skandinaviska Enskilda Banken AB (publ), a Nordic financial services group, where from 1995 to June 2019, he held a range of management positions.

Elaine Yew Wen Sue. Ms. Yew is a Senior Partner in Egon Zehnder, one of the world’s largest executive search and talent strategy firms. Ms. Yew is the Asia Lead of the firm’s

Global Board Advisory practice and her focus is on Boards, CEOs and other C-suite succession planning. Ms. Yew also advises clients on CEO development, top team effectiveness,

organizational culture and board effectiveness. Before joining the firm, Ms. Yew led an industry change program while at Global Freight Exchange, the world’s first Internet-based global

marketplace for air cargo. Prior to that, Ms. Yew was Executive Director with Goldman Sachs in the European Equities Division and was a Consultant with Monitor Company. Ms. Yew

started her career with the Singapore Economic Development Board, helping Singapore companies develop their presence in Indochina and Myanmar in the early 1990s. Ms. Yew is a

trained Coach and Fellow of the Institute of Coaching, McLean, affiliated to the Harvard Medical School. She is also a certified Mediator and uses some of the principles in helping

people work better together. Ms. Yew is an independent Non-Executive Director on the Board of SPH Media Holdings; and is also on the Board of MOH Holdings, the holding company

of Singapore’s public healthcare clusters, where she chairs the Human Resource Committee. She chairs the independent Nominating Committees of BW Offshore, BW Energy, BW LPG,

Hafnia and Cadeler AS, listed on the Norwegian Stock Exchange. She sits on the board of The Majurity Trust, a philanthropic foundation, on the board of Wild Rice Ltd, a not-for-profit

theatre company, and on the board of Capella Hotels Group. She is also a board member of the Singapore International Mediation Centre and is a Justice of the Peace. She had previously

served for nine years on the Board of Trustees of the National University of Singapore. Ms. Yew has a BA with Honours in English and Drama from the University of Kent and an MBA

from INSEAD in Fontainebleau, France. Ms. Yew has been a member of the Nomination Committee since May 2020.

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The members of our Nomination Committee are not members of the Board of Directors. The chair of the Nomination Committee is employed by BW Group and holds positions on

committees in other companies wherein BW Group has a significant ownership interest. The two other members are not employed by BW Group, but both hold positions on committees

in other companies wherein BW Group has a significant ownership interest.

The members of the Nomination Committee shall serve until the shareholders in an annual general meeting determines otherwise, or they wish to retire from their role as member of

the Nomination Committee.

The purpose of the Nomination Committee is for the committee to assist the Board of Directors in evaluation of operational effectiveness and suitability and to be responsible for

the Board of Directors’ succession plans by nominating candidates for the election as directors and as chair of the Board of Directors and for nominating members of the Nomination

Committee as well as coordinating with the Remuneration Committee to make recommendations for remuneration of these persons.

It was resolved by the shareholders at the 2024 annual general meeting that the annual fee to a member of the Nomination Committee for the period from the 2024 annual general

meeting to the 2025 annual general meeting is $2,500. The total amount paid to members of the Nomination Committee as remuneration for their work on our Nomination Committee in

2024 was $7,500.

Clawback Policy

In March 2024, our Board of Directors adopted a policy regarding the recovery of erroneously awarded compensation (“Clawback Policy”) in accordance with the applicable

standards of the NYSE and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. If we are required to prepare an accounting restatement of our financial

statements due to material noncompliance with any financial reporting requirements under U.S. securities laws, including any required accounting restatement to correct an error in

previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current

period or left uncorrected in the current period, we shall be entitled to recover reasonably promptly any excess incentive-based compensation received by any certain executives during

the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement.

Our Clawback Policy is administered by the Board of Directors or, if so designated by the Board of Directors, the Remuneration Committee of the Board of Directors, which has

discretion, in accordance with applicable laws, rules, and regulations, to interpret and implement recovery measures under the policy. The Committee may choose not to pursue recovery

if it determines that doing so would be impracticable. The full text of our Clawback Policy is filed as Exhibit 97.1 to this Annual Report.

D. Employees

As at December 31, 2024, we had a global headcount of 4,959 colleagues, consisting of 274 full-time onshore employees representing 29 nationalities of which 141 are based in

Singapore, 90 in Copenhagen, 18 in Houston, 12 in Dubai, 11 in Mumbai and 2 in Monaco; 2,358 seafarers representing 25 nationalities employed on internally managed Hafnia Vessels;

and 2,327 seafarers employed through external technical managers on externally managed Hafnia Vessels. Our seafarers are—directly through our subsidiaries or indirectly through

external technical managers—covered by a number of collective bargaining agreements which are renewed and renegotiated from time to time.

E. Share Ownership

See the above section in this Item 6: “B. Compensation. – Long-Term Incentive Plan” and “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders”.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

None.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table presents the beneficial ownership of our ordinary shares as at April 14, 2025, for:

• each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares;

• each of our executive officers and members of our Board of Directors; and

• all of our executive officers and members of our Board of Directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules,

beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Except as otherwise indicated, and subject to

community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment

power with respect to all ordinary shares shown as beneficially owned by them.

The percentage of beneficial ownership for the following table is based on 497,989,642 ordinary shares outstanding (excluding treasury shares) as at April 14, 2025. Options to

purchase shares that are exercisable within 60 days are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of

that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

Number of

Ordinary shares

Beneficially Owned

Percentage of

Ordinary shares

Beneficially Owned

Executive Officers and Board Members

Mikael Øpstun Skov, Chief Executive Officer * *

Petrus Wouter Van Echtelt, Chief Financial Officer * *

Andreas Sohmen-Pao, Chair 226,444,049 45%

Erik Bartnes, Director * *

Donald John Ridgway, Director — —

Peter Graham Read, Director — —

Su Yin Anand, Director — —

All Executive Officers and Board Members as a group (7 individuals) 229,205,128 46%

5% Shareholders

BW Group Limited 226,444,049 45%

Folketrygdfondet 31,072,071 6%

* Represents ownership of less than 1% of our outstanding ordinary shares.

BW Group Limited is controlled by corporate interests associated with the Sohmen family. Mr. Andreas Sohmen-Pao, the chair of our Board of Directors, is a member of the Sohmen

family. During the last three years, BW Group’s ownership stake has decreased from 53% (February 28, 2022) to 45% (April 14, 2025).

Folketrygdfondet manages the Government Pension Fund Norway on behalf of the Norwegian Ministry of Finance. Folketrygdfondet became the owner of more than 5% of shares

on April 29, 2024.

None of the above shareholders hold voting rights which are different from those that are held by Hafnia’s other shareholders.

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Our ordinary shares trade on Oslo Børs under the symbol HAFNI, and on the NYSE under the symbol HAFN. Since Hafnia is a Singapore company, a principal register of members

is maintained by Hafnia in Singapore. As at April 14, 2025, Cede & Co, a nominee of The Depository Trust Company, is the recorded holder of 512,523,532 ordinary shares and with

Hafnia Limited as recorded holder of 40,000 ordinary shares. As at April 14, 2025, approximately 88% of our ordinary shares were held through the VPS and traded on the Oslo Børs.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

B. Related Party Transactions

A director who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with our company is required to either (i) declare the nature of his

interest at a meeting of the directors of our Company; or (ii) send a written notice to our Company containing details on the nature, character and extent of such director’s interest in the

transaction or proposed transaction in accordance with the Singapore Companies Act. Following a declaration of interest and unless disqualified by the chair of the relevant board

meeting, such director may vote in respect of any contract, proposed contract, or arrangement that he or she has an interest in and may be counted in the quorum at any meeting of our

directors at which any such contract or proposed contract or arrangement is considered, except certain interested provisions as set out in the Constitution where such director may not

vote, be counted in the quorum or act as chair of the meeting.

Our largest shareholder is BW Group. BW Group is owned by a company controlled by corporate interests associated with the Sohmen family. The chair of our Board of Directors,

Andreas Sohmen-Pao, is a member of the Sohmen family.

We are not affiliated with any other entities in the shipping industry other than BW Group and affiliates of BW Group.

From time to time, we enter into agreements with BW Group Limited and affiliates of BW Group and other related parties. We may enter into transactions with BW Group Limited

and affiliates of BW Group and other related parties from time to time in the future.

We describe below transactions and series of similar transactions, currently in place or currently proposed, to which we were a party or will be a party, which are considered material

for our operations or where the amounts involved per annum exceed or will exceed $100,000. Other than as described below, there is not currently, nor are there any currently proposed,

transactions or series of similar transactions meeting these criteria to which we have been or will be a party.

Shareholder Rights Agreement

We have entered into a shareholder rights agreement (the “Shareholder Rights Agreement”) with BW Group, pursuant to which we have granted certain rights to BW Group and

their affiliates and certain of their transferees.

Pursuant to the Shareholder Rights Agreement, BW Group has the right to designate members to the Board of Directors in accordance with and for so long as BW Group meets

certain beneficial ownership thresholds. Further, pursuant to the terms of the Shareholder Rights Agreement, BW Group has agreed that it shall not, and shall cause its controlled

affiliates not to, transfer any shares of voting securities of Hafnia without the prior written consent of Hafnia to (i) any person or any shareholder group in an amount constituting 15%

or more of the voting securities of Hafnia then outstanding or (ii) any person or shareholder that, immediately following such transfer, would beneficially own in the aggregate 15% or

more of the voting securities of Hafnia then outstanding.

BW Group also has certain customary demand and piggyback registration rights with respect to Hafnia’s ordinary shares pursuant to the Shareholder Rights Agreement.

The Shareholder Rights Agreement will require Hafnia to provide a standard indemnity to BW Group and its controlled affiliates against any claims relating to any untrue statement

of a material fact (or omission of a material fact) in any registration statement or prospectus. The Shareholder Rights Agreement also requires BW Group and its controlled affiliates to

indemnify Hafnia with respect to any untrue statement of a material fact (or omission of a material fact) in any registration statement or prospectus, if such statement or omission was

made in reliance upon and in conformity with written information furnished to the Company by BW Group and its controlled affiliates specifically for the use therein.

The registration rights will be subject to customary restrictions such as the number of registrations, minimum offering sizes, blackout periods and, if a registration is underwritten,

any limitations on the number of shares to be included in the underwritten offering as advised by the managing underwriter.

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The Shareholder Rights Agreement will terminate, unless provided otherwise therein, on the earlier of the date that BW Group and its controlled affiliates collectively beneficially

own less than 10% of the total issued and outstanding ordinary shares of Hafnia or are free to sell their ordinary shares without restriction under Rule 144 of the Securities Act. The

foregoing summary of the Shareholder Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Shareholder Rights Agreement, attached as

Exhibit 2.1 to this Annual Report.

Corporate Services Agreement

We have entered into a corporate services agreement (the “Corporate Services Agreement”) with BW Maritime Pte. Ltd. (“BW Maritime”), a subsidiary of BW Group Limited. Under

this Corporate Services Agreement, BW Maritime provides certain services to us. These services include provision of rent of office space and facilities, communications and branding,

quality and risk management services, tax services, legal services, corporate secretarial services, information technology services, insurance agency services, and internal audit services.

Further, BW Group Limited is providing certain risk coverage services to us.

The Corporate Services Agreement may be terminated by either party serving notice during the required notice period as set forth in the respective area of service or if it is silent

not less than 180 days’ written notice.

The Corporate Services Agreement is renewed each year and has been renewed for services with effect from January 1, 2025.

Share lending agreements

In the past, we have from time to time entered into share lending agreements with BW Group. Shares borrowed by us under share lending agreements are classified as treasury

shares. We use such treasury shares, for example, to fulfil exercised options under our equity incentive plans. Subsequent to our borrowing of shares, we will re-issue new shares in the

same amount as borrowed, and these newly issued shares will be returned to the lender as redelivery of the borrowed shares.

During 2024, we entered into one share lending agreement with BW Group on May 27, 2024. This share lending agreement was entered into by us to ensure that we could promptly

deliver existing shares to employees exercising their vested options under LTIP 2022 and to employees with restricted share units under RSU 2022. As consideration for the loan of the

shares, BW Group received a fixed handling fee and a variable fee of 0.40% per cent per annum from the date of the share lending agreement until the day the borrowed shares were

redelivered by way of the issuance of new shares at a subscription price of $0.01 per share. These new shares were issued on June 27, 2024.

We may enter into similar share lending agreements with BW Group Limited or other shareholders in the future.

Loans to joint venture companies

From time to time, we have provided loans to our joint venture companies and companies in which we have minority ownership stake. See “Item 5. Operating and Financial Review

and Prospects – B. Liquidity and Capital Resources – Loans Receivable” for a description of these loan arrangements.

Directors and executive management

Remuneration of our directors and executive management is disclosed in “Item 6. Directors, Senior Management and Employees – B. Compensation of Directors and Executive

Officers”.

C. Interests of Experts and Counsel

Not applicable.

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ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Financial Statements

See “Item 17. Financial Statements” which contains our financial statements prepared in accordance with IFRS.

Legal Proceedings

See “Item 4. Information on the Company – B. Business Overview – Business – Legal Proceedings”.

Dividend Policy

Under our Constitution, our Board of Directors may declare cash dividends or distributions. We are subject to Singapore legal constraints that may affect our ability to pay

dividends on our ordinary shares and make other payments. Under Singapore law, a company may only declare and pay dividends out of its profits.

Since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends depends

on our subsidiaries distributing their earnings and cash flow to us. See “Item 3. Key Information – D. Risk Factors – Risks Related to Ownership of Our Ordinary Shares” for a

discussion of risks related to our ability to pay dividends.

We are domiciled in Singapore. There are no restrictions on our ability to transfer funds into or out of Singapore to pay dividends to U.S. residents who are holders of our ordinary

shares or other non-resident holders of our ordinary shares in currency other than Singapore Dollars.

Our paying agent for dividends to shareholders holding their shares through the NYSE is Broadridge Corporate Issuer Solutions, Inc. and our paying agent for dividends to

shareholders through the OSE is DNB Bank ASA.

Under our Constitution, each ordinary share is entitled to dividends if, as and when dividends are declared by our Board of Directors, subject to any preferred dividend right of the

holders of any preference shares.

We intend to pay dividends in amounts that will allow us to retain sufficient liquidity to fund our obligations as well as execute our business plan going forward. Furthermore, we

have in place a number of financing agreements which include covenants that would restrict our ability, without the prior consent of the lenders, to distribute dividends if we are not in

compliance with certain financial covenants or have existing events of default.

We updated our dividend policy in November 2022 to better align our dividend payout strategy with our overall financial performance. We further updated our dividend policy in

April 2024 to increase the dividend payout ratio compared to the dividend payout ratio under the dividend policy announced in November 2022.

Beginning Q1 of 2024, we target a quarterly payout ratio of net profit, adjusted for extraordinary items, as set forth in the following table:

Net loan to value Payout of net profit (%)

Above 40% 50

Above 30% but equal to or below 40% 60

Above 20% but equal to or below 30% 80

Equal to or below 20% 90

Net loan-to-value is calculated as vessel bank and finance lease debt (excluding debt for vessels sold but pending legal completion), debt from the pool borrowing base facilities

less cash at bank and on hand, divided by broker vessel values (100% owned vessels and asset held for sale).

The final amount of dividend is decided by the Board of Directors. In addition to cash dividends, we may buy back shares as part of our total distribution to shareholders.

In deciding whether to declare a dividend and determining the dividend amount, the Board of Directors will, in addition to the net loan-to-value, take into consideration our capital

structure and capital requirements, our liquidity position, financial condition, general business condition, any legal restrictions, our capital expenditure plans and market outlook.

Additionally, the Board of Directors will consider any restrictions under borrowing arrangements or other contractual arrangements in place at the time.

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There can be no assurance that a dividend will be declared in any given year. If a dividend is declared, there can be no assurance that the dividend amount or yield will be as

contemplated above.

The following table sets forth our dividend payout ratio for each quarter of the years ended December 31, 2021, 2022, 2023, and 2024 where we declared a dividend. We did not

declare any dividend in 2021 as we recorded a net loss in each quarter of 2021. For the periods where a dividend was declared, the Board of Directors did not find it necessary to make

any adjustments when determining the amounts of dividends to be paid out.

Financial period Net loan to value Payout Ratio (%)

Previous dividend policy applied

Q1 2022 64.0% 50%

Q2 2022 55.7% 50%

Q3 2022 43.0% 50%

Current dividend policy applied

Q4 2022 37.2% 60%

Q1 2023 31.4% 60%

Q2 2023 30.1% 60%

Q3 2023 27.4% 70%

Q4 2023 26.3% 70%

April 2024 increase in payout ratio

Q1 2024 24.2% 80%

Q2 2024 21.3% 80%

Q3 2024 19.1% 90%

Q4 2024 23.2% 80%

The amount utilized for the Share Buyback Program described in “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” will be deducted before

declaring future dividends. This ensures the combined total of dividends and share buybacks aligns to the Company’s payout ratio under its dividend policy. As an example, if the

Company achieves a net loan-to-value below 20% and a net profit of $100 million in a given quarter, the Company would target a 90% payout ratio based on the dividend policy,

corresponding to $90 million. However, if during the quarter, the company had utilized $30 million to repurchase shares as part of the Share Buyback Program, the $30 million will be

subtracted from total payout, resulting in $60 million in dividends declared for that quarter. In December 2024 and January 2025, we repurchased $49.1 million and $27.6 million,

respectively, in aggregate principal amount. The amount utilized in December 2024 has been deducted from the payout amount to be declared for Q4 2024, while the amount utilized in

January 2025 will be deducted from the dividend amount to be declared for Q1 2024, ensuring that the combined total of dividends and share buybacks aligns with the payout ratio.

B. Significant Changes

A discussion of the significant changes in our business can be found under “Item 4. Information on the Company – A. History and Development of the Company” and “Item 4.

Information on the Company – B. Business Overview”.

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ITEM 9. THE OFFER AND LISTING

A. Offering and Listing Details

See “Item 9. The Offer and Listing – C. Markets.”

B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares currently trade on Oslo Børs under the symbol HAFNI and on the NYSE under the symbol HAFN. As at March 31, 2025, we had 497,678,919 ordinary shares

issued and outstanding.

On April 5, 2024 and April 8, 2024, trading of our shares was suspended on the OSE to facilitate the commencement of the NYSE Listing.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Constitution

Our Constitution has been filed as Exhibit 1.1 to this Annual Report.

A description of the material terms of our Constitution and of the rights and restrictions attaching to our shares is included in “Description of Securities Registered Pursuant to

Section 12 of the Securities Exchange Act of 1934”, which has been filed as Exhibit 2.2 to this Annual Report and is incorporated by reference herein.

C. Material Contracts

Contracts that we consider to both material and outside the ordinary course of business and which are to be performed in whole or in part after the filing of this Annual Report are

attached as exhibits to this Annual Report.

See “Item 4. Information on the Company – A. History and Development of the Company”, “Item 4. Information on the Company – B. Business Overview”, “Item 5. Operating and

Financial Review and Prospects – B. Liquidity and Capital Resources”, and “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions” for a

discussion of material contracts entered into outside of the ordinary course of business in the preceding two years.

D. Exchange Controls

Generally, there are no exchange control restrictions in effect in Singapore.

E. Taxation

The following is a description of the material Singapore and U.S. federal income tax considerations relevant to an investment decision by a potential investor with respect to our

ordinary shares. This discussion does not address all of the tax consequences that may be relevant in light of the investor’s particular circumstances. Potential investors should

consult their tax advisers regarding the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our ordinary shares in their particular circumstances.

Singapore Tax Considerations

The following discussion is a summary of material Singapore income tax, goods and services tax (“GST”), and stamp duty considerations relevant to the purchase, ownership, and

disposition of our ordinary shares by an investor who is not tax resident or domiciled in Singapore and who does not carry on business or otherwise have a presence in Singapore. The

statements made herein regarding taxation are general in nature and based on certain aspects of the current tax laws of Singapore and administrative guidelines issued by the relevant

authorities in force as of the date hereof and are subject to any changes in such laws or administrative guidelines, or in the interpretation of those laws or guidelines, occurring after such

date, which changes could be made on a retroactive basis. The statements made herein do not describe all of the tax considerations that may be relevant to all our shareholders, some of

which (such as dealers in securities) may be subject to different rules. The statements are not intended to be and do not constitute legal or tax advice and no assurance can be given that

courts or fiscal authorities responsible for the administration of such laws will agree with the interpretation adopted herein. Each prospective investor should consult an independent tax

advisor regarding all Singapore income tax and other tax consequences applicable to them from owning or disposing of our ordinary shares in light of the investor’s particular

circumstances. The statements below are based upon the assumption that we are tax resident in Singapore for Singapore income tax purposes after the Redomiciliation and that we

(including our subsidiaries) do not own any Singapore residential properties. It is emphasized that neither we nor any other person involved in this document accepts responsibility for

any tax effects or liabilities resulting from the acquisition, holding or disposal of our shares.

Income Taxation Under Singapore Law

Dividend Distributions with Respect to Ordinary Shares

We are registered and tax resident in Singapore. Under the one-tier corporate tax system, dividends paid by a Singapore tax resident company will be exempt from Singapore tax in

the hands of a shareholder, whether or not the shareholder is an individual or a company, and whether or not the shareholder is a Singapore tax resident. Singapore does not impose

withholding tax on dividend distributions.

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Capital Gains upon Disposition of Ordinary Shares

Under current Singapore tax law, there is generally no tax on capital gains while gains of an income nature would be subject to tax at the prevailing income tax rate. As such, any

profits from the disposal of our ordinary shares would not ordinarily (where such decision to transact would have been made in Singapore) be taxable in Singapore unless the profits are

deemed to be income in nature. However, there are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. If the decision to

transact can be construed as having been made in Singapore and the gains from the disposal of ordinary shares can be construed to be of an income nature (the Inland Revenue

Authority of Singapore (“IRAS”) would look at various factors such as the motive, the holding period, the frequency of transactions, the nature of the subject matter, the circumstances

of realization, the mode of financing and other factors to determine the nature of the trade), the disposal profits would be taxable as income rather than capital gains. Such gains, even if

they do not arise from an activity in the ordinary course of trade or business or from an ordinary incident of some other business activity, may also be considered gains or profits of an

income nature if the investor had the intention or purpose of making a profit at the time of acquisition of the shares. As the circumstances of each prospective investor will vary from one

another, each prospective investor should consult an independent tax advisor on the Singapore income tax and other tax consequences that will apply to their individual circumstances.

Subject to certain conditions being satisfied, gains derived by a company from the disposal of our ordinary shares between the period of June 1, 2012 and December 31, 2027

(inclusive of both dates) will not be subject to Singapore income tax under section 13W of the Singapore Income Tax Act 1947, if the divesting company holds a minimum shareholding

of 20% of our ordinary shares and these shares have been held for a continuous minimum period of 24 months. This temporary safe harbour rule is only applicable if the divesting

company, at the time of lodgment of its income tax return in Singapore relating to the period in which the disposal of ordinary shares occurred, provides such information and

documentation as may be specified by the IRAS. The Singapore Minister for Finance has announced in Budget 2025 that, inter alia, the temporary safe harbour rule will be made

permanent by removing the sunset date of December 31, 2027, and that the assessment of the shareholding threshold condition will be allowed to be done “on a group basis” for

disposal gains derived on or after January 1, 2026.

In addition, pursuant to section 34A or 34AA of the Singapore Income Tax Act 1947, shareholders that apply, or that are required to apply, the Financial Reporting Standard 39

(“FRS 39”), Financial Reporting Standard 109 (“FRS 109”) or Singapore Financial Reporting Standard (International) 9 (Financial Instruments) (“SFRS(I) 9”) (as the case may be), for the

purposes of Singapore income tax may be required to recognize unrealised gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39,

FRS 109 or SFRS(I) 9 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of our ordinary shares has been made. Shareholders that

may be subject to such tax treatment should consult their own accounting and tax advisors regarding the Singapore income tax consequences of their acquisition, holding and disposal

of our ordinary shares arising from the adoption of FRS 39, FRS 109, or SFRS(I) 9.

Notwithstanding the above, foreign investors may potentially claim that gains from the disposition of our ordinary shares are not sourced or received in Singapore (so that such

gains will not be subject to Singapore income tax) if: (i) the foreign investor is not a tax resident in Singapore; (ii) the foreign investor does not maintain a permanent establishment in

Singapore, to which the disposition gains may be effectively connected; and (iii) the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.)

leading up to the actual acquisition and sale of our ordinary shares is performed outside of Singapore.

Shipping Income

All our shipping income (excluding income from our Joint Ventures) accrues in Singapore, where we exercise strategic or commercial management over our international shipping

activities. Therefore, we are impacted by Singapore income tax legislation. In Singapore, we are currently subject to preferential tax treatment under the Maritime Sector Incentive-

Shipping Enterprise (Singapore Registry of Ships)(“MSI-SRS”) scheme and the Maritime Sector Incentive-Approved International Shipping Enterprise (“MSI-AIS”) award. Under the

MSI-SRS scheme and MSI-AIS, income from international shipping operations is tax exempt. The MSI-SRS is applicable so long as a company owns and/or operates Singapore flagged

vessel(s) for international shipping operations, and requires no additional application or approval. Meanwhile, the MSI-AIS is a renewable award every ten years. Our current ten-year

period under the MSI-AIS award will expire on April 30, 2028 and we intend to apply for a further ten-year extension of the MSI-AIS award. Renewal of the MSI-AIS award is contingent

on various factors where we will be required to, for example, demonstrate a business plan on how our business can generate economic contributions in Singapore through business

spending, employment and ensuring that our strategic or commercial management is in Singapore.

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Global Minimum Tax under Pillar Two

Singapore has implemented the Income Inclusion Rule (“IIR”) and the Domestic Top-up Tax (“DTT”) under Pillar Two of the OECD BEPS 2.0 initiative through the enactment of the

Multinational Enterprise (Minimum Tax) Act 2024. The IIR imposes a top-up tax on a relevant Singapore parent entity of a multinational enterprise (“MNE”) group with respect to its

ownership interests in a low-taxed constituent entity that has an effective tax rate (determined for the MNE group on a jurisdictional basis) that is below 15%. The DTT tops up the

effective tax rate of in-scope MNE groups in respect of the profits of their group entities that are operating in Singapore to 15%. Both the DTT and the IIR will apply to business profits

of MNE groups with annual group revenue of at least €750 million, as reflected in the consolidated financial statements of the ultimate parent entity, for financial years starting on or after

January 1, 2025. The Singapore Ministry of Finance has reserved its position on the Undertaxed Profits Rule, and stated that this will be considered at a later stage as it focuses on

implementing the IIR and the DTT for the time being. We will be an in-scope MNE for 2025 and will be subject to IIR and DTT. However, as the majority of our profits arises from

international shipping and international shipping income and ancillary international shipping income are specifically excluded from the tax base, we do not envisage Pillar Two of the

OECD BEPS 2.0 initiative to have a material impact on us.

Stamp Duty

Where shares evidenced in certificated form are transferred and an instrument of transfer is executed (whether physically or in the form of an electronic instrument) in Singapore or

outside Singapore and which is received in Singapore, Singapore stamp duty is payable on the instrument of transfer for the sale of our ordinary shares at the rate of 0.2% of the

consideration for, or market value of, the transferred shares, whichever is higher. The Singapore stamp duty is borne by the purchaser unless there is an agreement to the contrary.

Where the instrument of transfer is executed outside of Singapore and is received in Singapore, Singapore stamp duty must be paid within 30 days of receipt of the instrument of transfer

in Singapore. Electronic instruments that are executed outside Singapore are treated as received in Singapore if: (a) it is retrieved or accessed by a person in Singapore; (b) an electronic

copy of it is stored on a device (including a computer) and brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore. Where the instrument of transfer

is executed in Singapore, Singapore stamp duty must be paid within 14 days of the execution of the instrument of transfer.

Goods and Services Tax

The issuance or transfer of our ordinary shares to investors belonging in Singapore is exempt from Singapore GST, while such issuance or transfer to investors belonging outside

Singapore is zero-rated (i.e., charged at 0%). Hence, investors should not incur any GST on the subscription or subsequent transfer of our ordinary shares.

The sale of our ordinary shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply. Any input

GST incurred by the GST-registered investor in making the exempt supply is generally not recoverable.

Where our ordinary shares are sold by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit

of a person belonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a zero-rated supply. Subject to the normal rules for input

tax claims, any input GST incurred by the GST-registered investor in making such a supply in the course of or furtherance of a business carried out by such investor may be fully

recoverable.

Each prospective investor should consult an independent tax advisor on the recoverability of input GST incurred on expenses in connection with the purchase and sale of our

ordinary shares if applicable.

Services consisting of arranging, brokering, underwriting, or advising on the issue, allotment or transfer of ownership of our ordinary shares rendered by a GST-registered person to

an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, holding, or transfer of our ordinary shares will be subject to GST at the current

standard rate of 9%. Similar services rendered by a GST-registered person contractually to and for the direct benefit of an investor belonging outside Singapore should generally, subject

to the satisfaction of certain conditions, be zero-rated (i.e., charged at 0% GST).

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Tax Treaties Regarding Withholding Taxes

There is currently no comprehensive avoidance of double taxation agreement between the United States and Singapore which applies to withholding taxes on dividends or capital

gains.

U.S. Federal Income Tax Considerations

The following discussion is a summary of the material U.S. federal income tax consequences to us of our activities and, subject to the limitations described below, to U.S. Holders

(as defined below) of owning and disposing of our ordinary shares, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular

person’s decision to acquire our ordinary shares.

This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury regulations, all as of the date hereof, any of

which is subject to change, possibly with retroactive effect.

The discussion below is based, in part, on the description of our business as described in this Annual Report and, unless otherwise stated, assumes that we conduct, and will

continue to conduct, our business as described herein.

U.S. Federal Income Taxation of Our Shipping Income

We anticipate that we will earn substantially all our income from the chartering of vessels for use on a time or voyage charter basis, including through participation in a commercial

pool, or from the performance of services directly related to those uses, all of which we refer to as “shipping income”.

Unless we qualify for an exemption from U.S. federal income taxation under the rules of Section 883 as discussed below, we will be subject to U.S. federal income taxation on our

U.S.-source gross shipping income. For this purpose, “shipping income” includes income that is derived from, or in connection with (i) the use of vessels, (ii) the hiring or leasing for use

of vessels, (iii) the performance of services directly related to the use of vessels, and (iv) the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint

venture that directly or indirectly generates income described in (i) through (iii). For U.S. federal income tax purposes, U.S.-source shipping income includes 50% of shipping income that

is attributable to transportation that begins or ends, but that does not both begin and end, in the United States and 100% of shipping income attributable to transportation exclusively

between U.S. ports. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the U.S. and not

subject to any U.S. federal income tax. We do not expect to engage in transportation that produces income that is considered to be 100% U.S.-source shipping income.

Under Section 883 and the applicable Treasury regulations, a non-U.S. corporation will be exempt from U.S. federal income tax on its U.S.-source shipping income if:

(1) it is organised in a “qualified foreign country”, which is a country that grants an “equivalent exemption” from tax to corporations organised in the United States in respect of

each category of shipping income for which exemption is being claimed under Section 883; and

(2) either

(a) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders”, which as defined includes, among others, individuals

who are “residents” of a qualified foreign country;

(b) its shares are “primarily traded and regularly traded on an established securities market” in a qualified foreign country or in the United States; or

(c) it is a “controlled foreign corporation” and one or more qualified U.S. persons generally own more than 50 percent of the total value of all the outstanding stock.

Following the Redomiciliation, we are tax resident in Singapore, which is a qualified foreign country that currently grants the requisite equivalent exemption from tax in respect of

each category of shipping income we expect to earn in the future. Therefore, we would be exempt from U.S. federal income taxation with respect to our U.S.-source shipping income if we

are able to satisfy any of the ownership tests described above. As discussed further below, as at the date of this Annual Report, it is not clear whether we will be able to satisfy any of

these tests for any taxable year.

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Under Treasury regulations promulgated under Section 883, stock of a non-U.S. corporation will be “primarily traded” on an established securities market in a given country for a

particular taxable year if, with respect to the class or classes of stock relied upon to meet the “regularly traded” requirement discussed in the next sentence, the number of shares of each

such class that are traded during such taxable year on all established securities markets in that country exceeds the number of shares in such class that are traded during such taxable

year on established securities markets in any other country. The stock of a non-U.S. corporation generally will be considered to be “regularly traded” on an established securities market

for any taxable year during which one or more classes of stock that, in the aggregate, represent more than 50% of the vote and value of the outstanding stock in such non-U.S.

corporation satisfy certain listing and trading volume requirements. However, a class of stock will not satisfy the “regularly traded” requirement for any taxable year during which 50% or

more of the vote and value of the outstanding shares of such class is owned, actually or constructively under specified attribution rules, on more than half the days during the taxable

year by persons who each own 5% or more of the vote and value of such class of outstanding shares (“5% Override Rule”). In the event the 5% Override Rule is met, the Treasury

regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that within the group of 5% shareholders, there are sufficient qualified shareholders for

purposes of Section 883 to preclude non-qualified shareholders in such group from owning 50% or more of the total value of our ordinary shares for more than half the number of days

during the taxable year. In order to benefit from this exception to the 5% Override Rule, the Company must satisfy certain substantiation requirements with respect to the identity of its

shareholders.

Whether we continue to qualify for the exemption under Section 883 may, in certain circumstances, depend on a specified percentage of our ordinary shares being owned, directly

or indirectly, by shareholders who meet certain tests, including being resident in the United States or certain foreign countries. In such circumstances, we would be required to satisfy

certain substantiation and reporting requirements to establish that we so qualify, which in turn would require such shareholders (and certain intermediaries through which they indirectly

own our ordinary shares) to provide us with certain documentation. The ownership of our ordinary shares may not allow us to so qualify for the exemption under Section 883, or, even if

the ownership of our ordinary shares would allow us to so qualify, we may not be able to satisfy the substantiation and reporting requirements that we would need to meet to establish

that we so qualify. As a result, although we expect to use reasonable efforts to determine whether we can qualify for the exemption under Section 883, we cannot provide any assurance

that we will qualify for the exemption under Section 883 for 2025 or any subsequent taxable year. If the benefits of Section 883 are unavailable, our U.S.-source shipping income would be

subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, to the extent that such income is not considered to be “effectively

connected” with the conduct of a U.S. trade or business, as described below. Because we expect that no more than 50% of our shipping income would be treated as U.S.-source shipping

income under the sourcing rules described above, we expect that the maximum effective rate of U.S. federal income tax on our shipping income would not exceed 2% under the 4% gross

basis tax rules. The imposition of this tax could have a negative effect on our business and could decrease our earnings available for distribution to our shareholders.

If the exception under Section 883 were unavailable, and any of our U.S.-source shipping income were considered to be “effectively connected” with the conduct of a U.S. trade or

business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to U.S. federal income tax, currently

imposed at a rate of 21%. In addition, we would generally be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as

determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

• we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S.-source shipping income; and

• substantially all of our U.S.-source shipping income was attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule

with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not intend to have, or permit circumstances that would result in us having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the

foregoing and on the expected mode of our shipping operations and other activities, it is anticipated that none of our U.S.-source shipping income will be “effectively connected” with

the conduct of a U.S. trade or business.

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U.S. Federal Income Taxation of Gain on Sale of Assets

Regardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income tax with respect to gains realised on a sale of a vessel, provided the

sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for

this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. To the extent circumstances permit, we intend to structure any

sale of vessels in such a manner, including effecting the sale and delivery of vessels outside of the United States.

U.S. Federal Income Taxation of U.S. Holders

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of our ordinary shares and is (i) a citizen or resident of the United States; (ii) a

corporation, or other entity taxable as a corporation, created or organised in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust

the income of which is subject to U.S. federal income taxation regardless of its source.

The following discussion applies only to a U.S. Holder that holds our ordinary shares as capital assets for U.S. federal income tax purposes. In addition, the following discussion

does not describe all of the tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax and Medicare contribution tax

consequences, as well as the tax consequences applicable to U.S. Holders subject to special rules, such as:

• certain financial institutions;

• dealers or traders in securities who use a mark-to-market method of tax accounting;

• persons holding our ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a

constructive sale with respect to our ordinary shares;

• persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

• entities classified as partnerships for U.S. federal income tax purposes;

• tax-exempt entities;

• persons holding ordinary shares in accounts that offer certain tax advantages, including an “individual retirement account” or “Roth IRA”;

• persons that own or are deemed to own 10 percent or more of our shares by vote or value; or

• persons holding ordinary shares in connection with a trade or business conducted outside of the United States.

If an entity that is classified as a partnership for U.S. federal income tax purposes owns our ordinary shares, the U.S. federal income tax treatment of a partner will generally depend

on the status of the partner and the activities of the partnership. Partnerships owning our ordinary shares and partners in such partnerships should consult their tax advisers as to the

particular U.S. federal income tax consequences of owning and disposing of our ordinary shares.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our ordinary shares in their

particular circumstances.

Distributions

Subject to the PFIC rules described below, distributions paid on our ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as

dividends to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because the Company does not

maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions to U.S. Holders generally will be reported as dividends. The

amount of the dividend generally will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to

U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.

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Subject to applicable limitations, including a holding period requirement, dividends paid on our ordinary shares to certain non-corporate U.S. Holders will generally be treated as

“qualified dividend income” that is taxable to such U.S. Holders at preferential tax rates provided that (i) our ordinary shares are readily tradable on an established securities market in the

U.S. (such as the NYSE, on which our ordinary shares are expected to be traded); and (ii) we are not a PFIC for the taxable year during which the dividend is paid or the immediately

preceding taxable year (which, as discussed below, we do not believe that we are, were for our 2024 taxable year, or will be for any future taxable years). Any dividends paid by us which

are not eligible for these preferential rates will be taxed as ordinary income to a non-corporate U.S. Holder. U.S. Holders should consult their tax advisers regarding the availability of the

preferential tax rates on dividends in their particular circumstances.

Sale or Other Disposition of Our Ordinary shares

Subject to the PFIC rules described below, gain or loss realised on the sale or other disposition of our ordinary shares will be capital gain or loss, and will be long-term capital gain

or loss if the U.S. Holder held our ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ordinary

shares disposed of and the amount realised on the disposition. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit limitation purposes. A U.S. Holder’s

ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Rules

In general, a non-U.S. corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the

average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation

that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received

directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and capital gains, other than rents and

royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of

services generally does not constitute passive income.

We believe that we were not a PFIC for our 2024 taxable year. Based on our current and expected operations, we believe that we will not be a PFIC with respect to our 2025 taxable

year and do not expect to become a PFIC in the foreseeable future. We intend to treat our income from our time charters and voyage charters, including through commercial pools, as

services income, and not as rental income, for purposes of applying these rules. Accordingly, we believe that our income from our time charters and voyage charters, including through

commercial pools, does not constitute passive income for purposes of determining whether we are a PFIC, and, consequently, the assets that we own and operate in connection with the

production of that income do not constitute passive assets. While there is no authority under the PFIC rules that directly addresses the treatment of income derived from time charters

and voyage charters, including through commercial pools, as passive or nonpassive income, there is substantial legal authority supporting the treatment of such income as not

constituting passive income for other tax purposes. However, there is also authority which characterises income from time charters as rental income rather than services income for other

tax purposes. Accordingly, the IRS or a court might not accept our position, and there is a risk that the IRS or a court may determine that we are a PFIC. Moreover, no assurance can be

given that we would not become a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were successful in asserting that we have been a PFIC for any taxable year during which a U.S. Holder held our ordinary shares, a U.S. Holder could be subject to certain

adverse tax consequences. Unless the U.S. Holder were to make a timely “mark-to-market” election, as discussed below, gain recognised on a sale or other disposition (including certain

pledges) of our ordinary shares would be allocated rateably over the U.S. Holder’s holding period of the ordinary shares. The amounts allocated to the taxable year of disposition and to

the years before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that

taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amounts. Further, to the extent that any

distribution received by a U.S. Holder on its ordinary shares exceeded 125% of the average of the annual distributions on the ordinary shares received during the preceding three years

or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. In addition, generally

we would continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder held our ordinary shares, even if we ceased to meet the

threshold requirements for PFIC status. If we were treated as a PFIC for the taxable year in which we paid a dividend or the prior taxable year, the dividend would not constitute “qualified

dividend income” and the preferential tax rates discussed above (under “ – Distributions”) would not apply.

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In addition, if we were treated as a PFIC, certain of our corporate subsidiaries may also be treated as PFICs (any such subsidiaries which are PFICs, “Lower-tier PFICs”). Under

attribution rules, if we were treated as a PFIC, U.S. Holders will be deemed to own their proportionate shares of our Lower-tier PFICs and will be subject to U.S. federal income tax

according to the rules described herein on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each case as if the U.S. Holder held such

shares directly, even though holders have not received the proceeds of those distributions or dispositions directly.

If we were to be treated as a PFIC for any taxable year and our ordinary shares were “regularly traded” on a “qualified exchange”, a U.S. Holder could make a mark-to-market election

that would result in tax treatment different from the general tax treatment for PFICs described above. Our ordinary shares will be treated as “regularly traded” in any calendar year in

which more than a de minimis quantity of the ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. The NYSE, on which our ordinary

shares are expected to be listed, is a qualified exchange for this purpose. Even if the mark-to-market election is available with respect to our ordinary shares, such election will generally

not be available with respect to any of our subsidiaries that are Lower-tier PFICs. U.S. Holders should consult their tax advisers regarding the availability and advisability of making a

mark-to-market election in their particular circumstances.

If a U.S. Holder were to make the mark-to-market election, such U.S. Holder generally would recognise as ordinary income any excess of the fair market value of our ordinary shares

at the end of each taxable year over its adjusted tax basis, and would recognise an ordinary loss in respect of any excess of the adjusted tax basis of our ordinary shares over their fair

market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder were to

make the election, the U.S. Holder’s tax basis in the ordinary shares would be adjusted to reflect the income or loss amounts recognised. Any gain recognised on the sale or other

disposition of our ordinary shares in a year when we are a PFIC would be treated as ordinary income and any loss would be treated as an ordinary loss (but only to the extent of the net

amount of income previously included as a result of the mark-to-market election). Dividends paid on our ordinary shares would not constitute “qualified dividend income” and the

preferential tax rates discussed above (under “– Distributions”) would not apply.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which if available could result in a further alternative treatment.

If a U.S. Holder owns our ordinary shares during any year in which we are treated as a PFIC, the U.S. Holder generally must file an annual report on an IRS Form 8621(or any

successor form) with the U.S. Holder’s federal income tax return for that year.

Backup Withholding and Information Reporting

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information

reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder

provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund,

provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals or entities closely held by individuals may be required to report information relating to securities of non-U.S. companies, such as our

ordinary shares, subject to certain exceptions (including an exception for securities held in accounts maintained by financial institutions, in which case the accounts themselves may be

reportable if maintained by non-U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to our ordinary shares.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

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H. Documents on Display

We are subject to the public reporting requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports

on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we file

electronically with the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive

officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will

not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered

under the Exchange Act.

However, we will file with the SEC, within four months after the end of each financial year, or such applicable time as required by the SEC, an annual report on Form 20-F containing

financial statements audited by an independent registered public accounting firm. We also intend to voluntarily file with the SEC current reports on Form 6-K that include quarterly

financial statements.

In addition, since our ordinary shares are traded on the Oslo Børs, we have filed periodic and immediate reports with, and furnish information to, the Oslo Børs.

We will send the transfer agent a copy of all notices of shareholders’ meetings and other reports, communications and information that are made generally available to shareholders.

The transfer agent has agreed to mail to all shareholders all notices of shareholders’ meetings and a notice containing the information (or a summary of the information) contained in any

notice of a meeting of our shareholders received by the transfer agent and to make available to all shareholders such notices and all such other reports and communications received by

the transfer agent.

I. Subsidiary Information

Not Applicable.

J. Annual Report to Security Holders

If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic

format in accordance with the EDGAR Filer Manual.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk.

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect our income or the value of our holdings of financial

instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

We buy and sell derivatives, and also incur financial liabilities, in order to manage market risks. All such transactions are conducted within the guidelines set by us. Generally, we

seek to apply hedge accounting in order to manage volatility in profit or loss.

Price Risk.

Our revenue is primarily derived from voyages carried out by the Hafnia Vessels and the TC Vessels. This makes us exposed to considerable volatility, particularly for those of our

Hafnia Vessels and TC Vessels which operate on voyage charters in the spot market, or which operate in our spot market-oriented Pools. We have mitigated some of this volatility by

employing some of our Hafnia Vessels and TC Vessels on 0–24-month time charters or long-term time charters for our newbuilds which provide an income stream that is not affected to

the same extent by fluctuations in freight rates. In 2024, approximately 5% (2023: 5%, 2022: 4%) of our shipping revenue was derived from vessels under fixed income charters (comprising

time charters).

We have additionally entered into freight forward agreements to manage our exposure to volatile freight rates. As at December 31, 2024, we had outstanding positions with a

notional amount of $79.7 million (2023: $69.7 million, 2022: $7.3 million) which will mature in the 12 months from December 31, 2024.

If the spot rates for all of our vessel classes had increased or decreased by $1,000, our TCE income would be lower/higher by $37.1 million (2023: $37.1 million, 2022: $40.8 million) as

a result of higher/lower spot rates.

Our Hafnia Vessels and TC Vessels primarily consume fuel oil, referred to in the shipping industry as bunkers, and we are therefore exposed to the risk of variations in fuel oil costs.

The price of bunkers is affected by the global political and economic environment and can be unpredictable.

Historically, fuel expenses have been our most significant expense. Under a time charter, the charterer is responsible for fuel costs and therefore, fixed-income time charters reduce

our exposure to fuel price fluctuations. We are exposed to fluctuations in bunker prices which are not reflected in the freight rates achieved by us. To reduce this exposure, we hedge our

bunker exposure with oil product instruments to the extent the bunker element in the freight rates achieved is considered fixed.

In 2024, fuel oil consumed by Hafnia Vessels and TC Vessels amounted to $357.5 million (2023: $349.1 million, 2022: $388.5 million). If the price of fuel had increased/decreased by $1

per metric ton with all other variables including tax rate being held constant, the net results would be lower/higher by $891,737 (2023: $801,249, 2022: $470,881) as a result of higher/lower

fuel consumption expense.

We own vessels and lease vessels on sale and lease-back arrangements and therefore we are exposed to risks associated with changes in the value of the vessels, which can vary

considerably during their useful lives, including as a result of fluctuations in freight rates. As at December 31, 2024, the carrying value of our Hafnia Vessels was $2,588.2 million (2023:

$2,742.1 million, 2022: $2,807.5 million). Based on broker valuations, our Hafnia Vessels had a market value of $3,907.0 million as at December 31, 2024 (2023: $4,214.4 million, 2022: $3,967.5

million).

Currency Risk.

The functional currency of most of our Group entities is U.S. dollars. Our operating revenue, and the majority of our interest-bearing debt and contractual obligations for vessels

under construction are denominated in U.S. dollars. Our Hafnia Vessels are also valued in U.S. dollars when trading in the second-hand market. We are exposed to foreign currency

exchange risks for administrative expenses incurred by offices or agents globally, predominantly in Monaco, Denmark and Singapore. Further, we are required to pay port charges in

currencies other than U.S. dollars; however, foreign currency exposure in port charges is minimal as any increase is usually compensated by a corresponding increase in freight,

particularly in the tanker sector through industry-wide increases in Worldscale flat rates. As at the date of this Annual Report, we have cash and cash equivalents denominated in U.S.

dollars, NOK, DKK, SGD, AED (United Arab Emirates dirham) and EUR. At December 31, 2024, 2023 and 2022, we have assessed that we have insignificant exposure to foreign currency

risks. However, we have entered into foreign exchange contracts to hedge its general and administrative costs to avoid short term volatility.

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Interest Rate Risk.

We adopt a policy of ensuring that between 40% and 75% of our interest rate risk exposure is at a fixed rate or limited to a certain threshold. This is achieved partly by entering into

fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to interest rate risk. We apply a hedge

ratio of 1:1. We determine the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and

maturities and the notional or par amounts. We assess whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of

the hedged item using the hypothetical derivative method. In these hedge relationships, the main sources of ineffectiveness are: (1) the effect of the counterparty and our own credit risk

on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in interest rates; and (2) differences in repricing

dates between the swaps and the borrowings. We have interest-bearing financial liabilities in the form of borrowings from external financial institutions at variable rates. We manage our

cashflow interest rate risks by swapping a portion of our floating rate interest payments to fixed rate payments using interest rate swaps. A fundamental reform of major interest rate

benchmarks has been undertaken globally to replace or reform IBOR with alternative nearly risk-free rates (referred to as “IBOR reform”). We had significant exposure to IBORs on our

financial instruments which has been replaced or reformed as a part of the IBOR reform. Generally, U.S. LIBOR has been replaced by U.S. SOFR. We no longer have any instruments,

including any hedging relationships, subject to IBOR rates.

We hold derivatives for risk management purposes. These derivatives have floated legs that are indexed to U.S. dollar SOFR. Our derivative instruments are governed by contracts

based on the ISDA master agreements.

If the interest rates had increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/higher by $2.8 million

(2023: $1.8 million, 2022: $1.5 million) as a result of higher/lower interest expense on the portion of the borrowings that is not covered by the interest rate swap instruments. If the interest

rates had increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/higher by approximately US$4.8 million

(2023: $5.8 million, 2022: US$4.9 million) as a result of higher/lower interest expense on borrowings; had no hedging been in place. Total equity would have been higher/lower by $6.3

million (2023: $13.7 million, 2022: $14.4 million) mainly as a result of fair value gain/loss from the interest rate swaps assuming these swaps remain effective.

Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk

that the value of a financial instrument will fluctuate due to changes in market interest rates. We entered into interest rate agreements to limit exposure to interest rate fluctuations. As at

December 31, 2024, the notional principal amount of these interest rate swaps represents 45% (2023: 80%, 2022: 55%) of our borrowings on floating interest rates.

Credit risk.

Our credit risk is primarily attributable to trade and other receivables, cash and cash equivalents and loan receivables from joint ventures. The maximum exposure is represented by

the carrying value of each financial asset on the balance sheet.

We perform periodic credit evaluations of our charterers. We have implemented policies to ensure cash funds are deposited and derivatives are entered into with banks and

internationally recognised financial institutions with a good credit rating and that our Hafnia Vessels and TC Vessels are fixed to charterers with an appropriate credit rating who can

provide sufficient guarantees. There is no class of financial assets that is past due and/or impaired.

We apply the simplified lifetime approach and use a provision matrix to determine the ECLs of trade receivables and contract assets. It is based on our historical observed default

rates and is adjusted by a current and forward-looking estimate based on current economic conditions.

Credit risk is concentrated on several charterers. We adopt the policy of dealing only with customers with appropriate credit history. Derivative counterparties and cash

transactions are limited to high credit quality financial institutions. We have policies that limit the amount of credit exposure to any financial institution.

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Liquidity risk.

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet operating

and capital expenditure needs. To address the inherent unpredictability of short-term liquidity requirements, we maintain sufficient cash for our daily operations in short-term cash

deposits with banks, have access to the unutilised portions of revolving credit facilities and enter into trade receivables factoring agreement (with limited recourse to us) with financial

institutions.

Capital Risk.

Our objectives when managing capital are to safeguard our ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholders’ value.

In order to maintain or achieve an optimal capital structure, we may adjust the amount of dividends paid, return capital to shareholders, obtain new borrowings or sell assets to reduce

borrowings. We are in compliance with all externally imposed capital requirements.

Inflation risk.

Inflation has a significant impact on operating or other expenses; however, our contracts do not generally contain inflation-adjustment mechanisms and we are subject to risks

related to inflation.

We consider inflation to be a significant risk to costs in the current and foreseeable future economic environment. Should the world economy continue to be affected by inflationary

pressures this could result in increased operating and financing costs.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See the “Notice of Scheme meeting and Explanatory Statement in relation to Hafnia Limited’s redomiciliation to Singapore”, attached as Exhibit 99.2 to Hafnia’s Form 6-K

furnished to the SEC on August 19, 2024, for a discussion of the modifications to the rights of Hafnia’s security holders that resulted from Hafnia’s redomiciliation from Bermuda to

Singapore and Hafnia’s common shares, par value $0.01 per share, becoming ordinary shares, no par value.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be

disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such

information is accumulated and communicated to our senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow

timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as there are inherent

limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and

procedures.

We evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our CEO and CFO have concluded that, as

of such date, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below.

In connection with the NYSE Listing and the preparation of our 2024 Registration Statement, we identified three material weaknesses in the internal control over financial reporting.

The Public Company Accounting Oversight Board defines a “material weakness” as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that

there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. The material

weaknesses identified relate to:

(i) not having a sufficient number of personnel with an appropriate level of IFRS accounting skills, SEC reporting knowledge and experience and training in internal controls

over financial reporting;

(ii) not having sufficient information technology controls and documentation; and

(iii) the review process over assumptions and inputs used in several key accounting estimates.

In 2024, with the support of advisors and under supervision of the CFO and the Audit Committee, we have implemented a plan to remediate the aforementioned material weakness.

The plan to remediate these material weaknesses includes:

(i) establishing a formal process to evaluate the design and implementation of the internal controls over financial reporting,

(ii) designing and implementing controls based on that evaluation, and

(iii) recruiting more qualified personnels, performing skills gap analysis and training within our existing finance organisation to strengthen the financial reporting function.

To strengthen our capabilities in IFRS, SEC reporting, and internal controls over financial reporting, we have expanded our team by hiring additional qualified personnel as of the

date of this Annual Report. We are also in the process of establishing a disclosure committee dedicated to the oversight of disclosure controls and procedures.

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With respect to our information technology controls and documentation, as of December 31, 2024 we are formalizing existing and implementing additional internal control

procedures and policies to improve the information technology process, including but not limited to enhancing and centralizing our user access management by implementing an access

matrix. This approach establishes a secured, structured and efficient method for granting system access. Additionally, the integration of the ServiceNow application will support proper

logging and documentation, further strengthening access controls and compliance.

We have also established a formal process to govern the review of assumptions and key inputs used in our key accounting estimates. This process includes the formal

documentation of the underlying assumptions and methodologies, as well as structured quarterly reviews with the CFO and the Audit Committee to assess the appropriateness and

consistency of these estimates.

The material weaknesses will not be considered fully remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded,

through testing, that these controls are operating effectively.

Please see “Item 3. Key Information – D. Risk Factors – We have previously identified material weaknesses in our internal control over financial reporting that could, if not

remediated, result in material misstatements in our financial statements. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to

accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business

and the trading price of our ordinary shares”.

B. Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the

Securities and Exchange Commission for newly public companies.

C. Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and

Exchange Commission for newly public companies.

D. Changes in Internal Control Over Financial Reporting

During the period covered by this Annual Report and as described above, there were changes to our internal controls over financial reporting that materially affected, or are

reasonably likely to materially affect, internal control over financial reporting. As we continue to evaluate and work to improve the internal control over financial reporting, we may take

additional measures to address control deficiencies, or may modify certain remediation measures until the applicable remediated controls operate for a sufficient period of time and

management has concluded, through testing, that these controls are operating effectively.

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ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that Mr. Erik Bartnes and Mr. Peter Read are independent directors and audit committee financial experts in accordance with SEC Rule 10a-3

pursuant to Section 10A of the Exchange Act.

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics, which we refer to as our Code of Conduct, which applies to all of our employees (both on-shore and offshore), directors and officers.

A copy of our Code of Conduct can be found on our website at www.hafnia.com. This website is provided as an inactive textual reference only. None of the information contained

on this website is incorporated into or forms a part of this Annual Report.

We intend to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountant for the financial years ended December 31, 2024, and December 31, 2023 was KPMG LLP (PCAOB ID: 1051).

The following table sets forth, for the two most recent financial years, the aggregate fees billed for professional services rendered by our principal accountant for the audit of our

annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings and engagements:

For the financial year ended December 31,

(in thousands of $)* 2024 2023

Audit Fees (a) 1,995 2,799

Audit-Related Fees (b) 36 49

Total 2,031 2,848

* Figures presented in the above table are basis accrued expenses for the year.

Our Audit Committee approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors.

(a) Audit Fees

Audit Fees are the aggregate fees billed for professional services rendered for the audit of our annual financial statements, the review of interim financial statements and audit

services related to the NYSE Listing, including services related to the review of documents filed with the SEC.

(b) Audit-Related Fees

Audit-related fees consisted of assurance and related services rendered by the principal accountant related to the performance of the audit of our financial statements which have

not been reported under Audit Fees above.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

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ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Period

Total number of

ordinary shares

purchased

Average price paid per

(in U.S. dollars)

Total number of

shares purchased as

part of publicly

announced plans or

programs

Maximum amount

that may yet be purchased

December 2024

(December 2 – December 31, 2024)

9,136,698 5.37 9,136,698 $ 50,917,019

Total 9,136,698 5.37 9,136,698 $ 50,917,019

2024 $100 million Shares Buyback Program

In November 27, 2024, our Board of Directors authorized a share buyback program (the “Share Buyback Program”), to purchase up to 18,000,000 shares for a total amount of up to

USD 100,000,000 during the period from December 2, 2024 until no later than January 27, 2025. Repurchases were made through open market transactions on the NYSE in accordance with

U.S. securities laws and regulations, including compliance with the safe harbour provided by Rule 10b-18 and 10b5-1 promulgated by the U.S. Securities and Exchange Commission under

the U.S. Securities Exchange Act of 1934, as amended.

In December 2024 and January 2025, we repurchased $49.1 million and $27.6 million, respectively, in aggregate principal amount. Please see “Item 8. Financial Information – A.

Consolidated Statements and Other Financial Information – Dividend Policy” for a description of the interaction of the Share Buyback Program with our dividend policy. On January

28, 2025, we announced the end of the Share Buyback Program.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate

governance practices instead of the corporate governance practices of the NYSE, subject to certain exceptions. Accordingly, we intend to follow certain corporate governance practices

of our home country, Singapore and/or Norway, as applicable, in lieu of certain of the corporate governance requirements of the NYSE.

We have aligned our corporate governance practices with the Norwegian Code of Practice for Corporate Governance dated October 14, 2021 issued by the Norwegian Corporate

Governance Board (the “Code of Practice”).

A report on our compliance with the Code of Practice is attached to this Annual Report as Exhibit 15.3.

For a summary of any significant ways in which our corporate governance practices differ from those followed by US domestic companies under NYSE rules, please see “– Foreign

Private Issuer Exemption” below.

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Foreign Private Issuer Exemption

In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate

governance practices instead of the corporate governance practices of the NYSE, subject to certain exceptions. Accordingly, we intend to follow certain corporate governance practices

of our home country, Singapore, and the jurisdiction of our principal listing, Norway, in lieu of certain of the corporate governance requirements of the NYSE. A brief summary of those

differences is provided below.

Independence of directors. The NYSE requires that a listed U.S. company maintain a majority of independent directors. As permitted under Singapore law and our Constitution, our

Board of Directors is composed of five members, of whom four qualify as “independent” under the listing standards of the NYSE.

Audit committee. The NYSE requires, among other things, that a listed NYSE U.S. company have an audit committee of at least three members all of whom must be independent in

accordance with Rule 10A-3 under the Exchange Act and an audit committee charter specifying certain specific duties and obligations of the audit committee. Consistent with our status

as a foreign private issuer and the jurisdiction of our domicile (Singapore), our Audit Committee consists of two members (who are independent under the NYSE listing standards and

U.S. securities laws relating to audit committees) and we will rely on home country practice in Singapore to be exempt from certain of the corporate governance requirements of the NYSE,

including the requirement to have three audit committee members.

Compensation committee. The NYSE requires that a listed NYSE U.S. company have a compensation committee of independent directors and a compensation committee charter

specifying the purpose, duties and evaluation procedures of the compensation committee. We will rely on home country practice in Singapore to be exempted from certain of the

corporate governance requirements of the NYSE, such that we will not be amending the composition of our current Remuneration Committee.

Nominating and governance committee. The NYSE requires that a listed NYSE U.S. company have a nominating/corporate governance committee of independent directors and a

committee charter specifying the purpose, duties and evaluation procedures of the committee. We will rely on home country practice in Singapore to be exempted from certain of the

corporate governance requirements of the NYSE, although we currently have a Nomination Committee responsible for the Board of Directors succession plans by nominating candidates

for the election as directors and as chair of the Board of Directors and for nominating members of the Nomination Committee, as well as making recommendations for remuneration of

these persons.

Shareholder Approval. The NYSE requires that a NYSE-listed company obtain shareholder approval for, among other things, the issuance of shares (i) in connection with the

acquisition of stock or assets of another company; (ii) when it would result in a change of control; (iii) when a share option or purchase plan is to be established or materially amended or

other equity compensation arrangement made or materially amended, pursuant to which shares may be acquired by officers, directors, employees, or consultants; or (iv) in connection

with a transaction (other than a public offering) involving the sale, issuance or potential issuance of shares at a price less than market value. Our Constitution, consistent with our status

as a foreign private issuer and the jurisdiction of our domicile (Singapore), will require shareholder approval for issuances of shares.

Corporate governance guidelines. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things,

director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education,

management succession and an annual performance evaluation. We are not required to adopt such guidelines under Singapore law and we have not adopted such guidelines. We have

adopted a corporate governance policy, a copy of which can be found on our website at www.hafnia.com. This website is provided as an inactive textual reference only. None of the

information contained on this website is incorporated into or forms a part of this Annual Report. As stated above, we have aligned our corporate governance practices with the Code of

Practice.

If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our Board of Directors will be required to take all action

necessary to comply with the NYSE corporate governance rules.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections

afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See Exhibit 2.2 “Description of Securities Registered Pursuant to Section 12 of

the Securities Exchange Act of 1934” for additional description of our ordinary shares.

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In addition, as a foreign private issuer, we will not be subject to the following requirements under U.S. securities laws applicable to domestic issuers:

• The requirement to file quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of

shareholders.

• The requirement to file reports on Form 8-K disclosing significant events within four business days of their occurrence.

• The disclosure requirements of Regulation FD.

• Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange

Act.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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ITEM 16J. INSIDER TRADING POLICIES

Our Board of Directors has adopted an insider policy governing the purchase, sale and other dispositions of our ordinary shares by our directors, executive officers and employees.

A copy of our insider policy is included as Exhibit 11.3 to this Annual Report.

ITEM 16K. CYBERSECURITY

Risk management and strategy

We recognize the critical importance of cybersecurity in protecting our operations, IT infrastructure, and business continuity. Our IT systems support essential functions,

including vessel operations, financial reporting, regulatory compliance, and stakeholder communications. To safeguard these systems, we have established a comprehensive

cybersecurity framework based on industry standards and best practices.

Hafnia’s IT infrastructure is fully hosted in Azure Enterprise Scale Landing Zones, which provides a secure cloud environment with built-in security controls. We have also

outsourced first-level 24/7 cybersecurity surveillance to a third-party security operations center (“SOC”), which follows ISO 27000 standards and utilizes 900+ detection rules, a library of

custom automation, and hands-on keyboard responses to detect, halt and eradicate threats including, but not limited to, ransomware, compromised credentials, malicious insider actions,

malware, zero-days, non-malware attacks, multi-vector attacks, and malicious links in emails and other communication tools. The digital forensics and incident response provided by the

SOC includes forensics, root cause investigation, analysis and reporting to stakeholders, with evidence processed in Azure with a chain of custody, legal support and expert witness

testimony. ISO 27000 refers to a series of standards for information security management systems for information published by the International Organization for Standardization (“ISO”)

and the International Electrotechnical Commission.

Our cybersecurity risk management strategy aligns with regulatory frameworks, including the NIS2 Directive, SEC disclosure requirements (Item 16K), and IMO cybersecurity

guidelines.

Our cybersecurity strategy includes the following key components:

• Continuous Security Monitoring: Our IT systems are monitored 24/7 by the SOC to detect and mitigate threats.

• Quarterly Automated Penetration Testing: We conduct automated penetration testing to identify vulnerabilities proactively.

• Ongoing Cybersecurity Awareness Training: Employees undergo continuous security awareness and phishing training through a third-party platform that automatically

delivers personalized, gamified training.

• Regular Risk Assessments & Audits: Cyber risk assessments are conducted quarterly to identify vulnerabilities and implement controls.

• Regulatory Compliance: We adhere to NIS2, SEC 16K, IMO, and GDPR cybersecurity standards.

IT Security Policies

Hafnia’s IT Security Policy is based on industry-leading frameworks, including ISO 27001 and NIST standards, ensuring the confidentiality, integrity, and availability of our IT systems

and data. Our policy applies to all employees and stakeholders, establishing clear protocols for incident response, access management, and risk mitigation.

Additionally, we utilize key security controls including:

• Identity and Access Management (IAM): Enforcing multi-factor authentication (MFA) and role-based access control.

• Advanced Threat Protection: Leveraging Microsoft Azure security features, including threat intelligence and endpoint protection.

• Incident Response Framework: A structured approach to identifying, containing, and remediating cyber threats.

• Regular Security Audits: Ensuring compliance with ISO 27000, NIS2, and maritime cybersecurity regulations.

Governance

Hafnia’s cybersecurity governance structure ensures clear accountability and oversight at the highest levels of the organization.

The Chief Information Officer (CIO), who is ISO 27000 certified, is responsible for overseeing cybersecurity risk management and reports directly to senior leadership and the

Board of Directors. Our CIO has more than 25 years of designing, implementing and managing enterprise grade IT infrastructures and has worked with multiple international companies

on designing secure and complex infrastructures. In his work experience, our CIO has designed, developed and advised on cybersecurity and cybersecurity strategies.

Key governance measures include:

• Quarterly Cybersecurity Reporting: The CIO provides quarterly cybersecurity updates to the Audit Committee of the Board of Directors.

• Executive Oversight: The management team reviews cybersecurity risks regularly to ensure alignment with business strategy.

• Continuous Risk Monitoring: The IT team conducts ongoing assessments of cyber threats and presents findings to senior leadership.

Cybersecurity Testing and Awareness

To enhance cyber resilience, Hafnia has implemented a proactive cybersecurity testing and awareness program, which includes:

• Quarterly automated penetration testing to simulate attacks and identify security vulnerabilities.

• Ongoing cybersecurity awareness training using third-party platform that automatically delivers personalized, gamified training to enhance employee security awareness and

phishing detection skills.

• Regular security drills and audits to validate our security posture and ensure compliance with regulatory frameworks.

Cybersecurity Threats and Incident Disclosure

For the year ended December 31, 2024, through the date of this report, to our knowledge we have not experienced any material cybersecurity incidents. Despite this, we acknowledge the

evolving nature of cybersecurity threats, including ransomware attacks, phishing, data breaches, and supply chain vulnerabilities.

Hafnia remains committed to enhancing cybersecurity resilience through continuous investments in security technologies, monitoring, and training. While no system is entirely immune

to cyber threats, our structured approach to cybersecurity ensures that we are well-prepared to mitigate and respond to potential risks.

Please also see ”Item 3. Key Information - D. Risk Factors - Breakdowns in our information technology, including as a result of cyberattacks, disruptions, failures, or security

breaches may negatively impact our business, including our ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash

flows and financial position”.

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PART III

ITEM 17. FINANCIAL STATEMENTS

Financial Statements are filed as part of this Annual Report, beginning on page F-1.

ITEM 18. FINANCIAL STATEMENTS

We have responded to Item 17 in lieu of this item.

ITEM 19. EXHIBITS

The following documents are filed as part of this Annual Report.

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EXHIBIT INDEX

Incorporation by Reference

Exhibit No. Description Form File No. Exhibit Filing Date

1.1** Constitution of Hafnia Limited

1.2* Certificate of Incorporation of BW Pacific Limited, Certificate of Incorporation on

Change of Name to BW Tankers Limited, Certificate of Incorporation on Change of

Name to Hafnia Limited and Certificate of Merger of Hafnia Limited with BW Tankers

Corporation

20-F 001-41996 1.3 March 27, 2024

1.3** Certificate Confirming Registration by Transfer of Company

2.1* Shareholder Rights Agreement 6-K 001-41996 99.2 July 12, 2024

2.2** Description of Securities Registered Pursuant to Section 12 of the Securities Exchange

Act of 1934

4.1** Corporate Services Agreement for 2025

8.1** List of subsidiaries

11.3** Insider Policy

12.1** Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley

Act of 2002

12.2** Certification of the Chief Finance Officer under Section 302 of the Sarbanes-Oxley Act

of 2002

13.1** Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley

Act of 2002

13.2** Certification of the Chief Finance Officer under Section 906 of the Sarbanes-Oxley Act

of 2002

15.1** Consent of KPMG LLP

15.2** Consent of Clarksons

15.3** Corporate Governance Report

97.1** Policy for the Recovery of Erroneously Rewarded Compensation

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101.INS** Inline XBRL Instance Document (the instance document does not appear in the

Interactive Data File because its XBRL tags are embedded within the Inline XBRL

document).

101.SCH** Inline XBRL Taxonomy Extension Schema Document

101.CAL** Inline XBRL Taxonomy Extension Schema Document

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document

104.1** Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit

101)

* Previously filed and incorporated by reference herein.

** Filed herewith.

*** To be filed by amendment.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on

its behalf.

Date: April 30, 2025 Hafnia Limited

By:

/s/ Mikael Øpstun Skov

Name: Mikael Øpstun Skov

Title: Chief Executive Officer

By:

/s/ Petrus Wouter Van Echtelt

Name: Petrus Wouter Van Echtelt

Title: Chief Financial Officer

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HAFNIA LIMITED

(The Company was incorporated in Bermuda and re-domiciled in Singapore on 1 October 2024, Registration Number: 202440137E)

AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

For the financial years ended 31 December 2024, 2023 and 2022

Contents

Page

Consolidated financial statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 1051) F-2

Consolidated Statement of Comprehensive Income F-3

Consolidated Balance Sheet F-4

Consolidated Statement of Changes in Equity F-5

Consolidated Statement of Cash Flows F-6

Notes to the Consolidated Financial Statements F-9

F-1

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Report of Independent Registered Public Accounting Firm

/s/ KPMG LLP

We have served as the Group’s auditor since 2018.

Singapore

April 30, 2025

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HAFNIA LIMITED

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 31 December 2024

Note

2024

US$’000

2023

US$’000

2022

US$’000

Revenue (Hafnia Vessels and TC Vessels) 4 1,935,596 1,915,472 1,926,551

Revenue (External Vessels in Disponent-Owner Pools)

4 933,051 756,234 —

Voyage expenses (Hafnia Vessels and TC Vessels) 5 (544,317) (548,865) (579,855)

Voyage expenses (External Vessels in Disponent-Owner Pools)

5 (332,802) (279,749) —

Pool distributions for External Vessels in Disponent-Owner Pools

(600,249) (476,485) —

1,391,279 1,366,607 1,346,696

Other operating income 35,195 44,984 40,461

Vessel operating expenses 5 (278,041) (268,869) (263,903)

Technical management expenses (28,173) (25,692) (23,627)

Charter hire expenses (48,496) (34,571) (33,154)

Other expenses 5 (79,446) (69,571) (59,524)

992,318 1,012,888 1,006,949

Gain on disposal of assets 9 28,520 56,087 25,483

Depreciation charge of property, plant and equipment 9 (214,308) (209,727) (207,989)

Amortisation charge of intangible assets 10 (803) (1,300) (1,230)

Operating profit 805,727 857,948 823,213

Interest income 16,317 17,629 6,977

Interest expense (52,375) (77,385) (91,094)

Capitalised financing fees written off (2,069) (5,894) (2,465)

Other finance expense (9,662) (11,845) (2,516)

Finance expense – net (47,789) (77,495) (89,098)

Share of profit of equity-accounted investees, net of tax 14 20,515 19,073 24,152

Profit before income tax 778,453 799,526 758,267

Income tax expense 7 (4,418) (6,251) (6,678)

Profit for the financial year 774,035 793,275 751,589

Other comprehensive (loss)/income:

Items that may be subsequently reclassified to profit or loss

Foreign operations - foreign currency translation differences (135) (92) 64

Cash flow hedges - effective portion of changes in fair value 14,522 13,378 73,516

Cash flow hedges - reclassified to profit or loss (33,129) (42,524) (5,406)

(18,742) (29,238) 68,174

Item that will not be subsequently reclassified to profit or loss

Equity investments at FVOCI – net change in fair value 1,186 9,720 —

Total other comprehensive (loss)/income, net of tax (17,556) (19,518) 68,174

Total comprehensive income for the year 756,479 773,757 819,763

Earnings per share attributable to the equity holders of the Company

(expressed in US$ per share)

Basic earnings per share 8 1.52 1.57 1.57

Diluted earnings per share 8 1.50 1.56 1.54

“TC Vessels” are vessels that have been time chartered-in to the Group.“External Vessels in Disponent-Owner Pools” means vessels that are commercially managed by the Group in

the Disponent-Owner Pool arrangements that are not Hafnia Vessels or TC Vessels. See Note 2.3(a) for details on the accounting for pool arrangements.

The accompanying notes form an integral part of these consolidated financial statements.

F-3

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HAFNIA LIMITED

AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

As at 31 December 2024

Note

2024

US$’000

2023

US$’000

Vessels 9 2,521,223 2,673,938

Dry docking and scrubbers 9 66,945 68,159

Right-of-use assets - Vessels 9 18,661 34,561

Other property, plant and equipment 9 733 964

Total property, plant and equipment 2,607,562 2,777,622

Intangible assets 10 510 1,290

Total intangible assets 510 1,290

Other investments 11 23,069 23,953

Derivative financial instruments 12 12,024 35,023

Deferred tax assets — 36

Restricted cash 17 13,542 13,381

Loans receivable from joint ventures 13 64,133 69,626

Joint ventures 14 81,371 60,172

Total other non-current assets 194,139 202,191

Total non-current assets 2,802,211 2,981,103

Intangible assets 10 5,919 —

Total intangible assets 5,919 —

Inventories 15 94,155 107,704

Trade and other receivables, and prepayments 16 503,836 589,710

Derivative financial instruments 12 12,601 12,902

Cash at bank and on hand 17 195,271 141,621

Cash retained in the commercial pools 17 88,297 80,900

Total other current assets 894,160 932,837

Total current assets 900,079 932,837

Total assets 3,702,290 3,913,940

Share capital 18 1,093,055 5,069

Share premium 18 — 1,044,849

Contributed surplus 18 — 537,112

Other reserves 19 517,713 27,620

Treasury shares 18 (53,439) (17,951)

Retained earnings 705,177 631,025

Total shareholders’ equity 2,262,506 2,227,724

Borrowings 20 785,954 1,025,023

Total non-current liabilities 785,954 1,025,023

Borrowings 20 336,295 267,328

Derivative financial instruments 12 1,939 276

Current income tax liabilities 2,757 8,111

Trade and other payables 21 312,839 385,478

Total current liabilities 653,830 661,193

Total liabilities 1,439,784 1,686,216

Total shareholders’ equity and liabilities 3,702,290 3,913,940

The accompanying notes form an integral part of these consolidated financial statements.

F-4

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HAFNIA LIMITED

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2024

Note

capital

US$’000

premium

US$’000

Contributed

surplus

US$’000

Translation

reserve

US$’000

Hedging

reserve

US$’000

Treasury

US$’000

Capital

reserve

US$’000

Share-

based

payment

reserve

US$’000

Fair

value

reserves

US$’000

Retained

earnings

US$’000

Total

US$’000

Balance at 1 January 2024 5,069 1,044,849 537,112 (63) 39,312 (17,951) (25,137) 3,788 9,720 631,025 2,227,724

Transactions with owners

Equity-settled share-based payment — — — — — — — 2,960 — — 2,960

Share options exercised — — — — — 33,358 (29,593) (2,830) — — 935

Purchase of treasury shares and issuance of

shares 18 57 43,080 — — — (68,846) — — — — (25,709)

Dividends paid 27 — — — — — — — — — (699,883) (699,883)

Total transactions with owners 57 43,080 - — — (35,488) (29,593) 130 — (699,883) (721,697)

Other transactions

Effect of re-domiciliation 18 1,087,929 (1,087,929) (537,112) — — — 537,112 — — — —

Total other transactions 1,087,929 (1,087,929) (537,112) — — — 537,112 — — — —

Total comprehensive income

Profit for the financial year — — — — — — — — — 774,035 774,035

Other comprehensive (loss)/income — — — (135) (18,607) — — — 1,186 — (17,556)

Total comprehensive income for the year — — — (135) (18,607) — — — 1,186 774,035 756,479

Balance at 31 December 2024 1,093,055 — — (198) 20,705 (53,439) 482,382 3,918 10,906 705,177 2,262,506

Note

capital

US$’000

premium

US$’000

Contributed

surplus

US$’000

Translation

reserve

US$’000

Hedging

reserve

US$’000

Treasury

US$’000

Capital

reserve

US$’000

Share-

based

payment

reserve

US$’000

Fair

value

reserves

US$’000

Retained

earnings

US$’000

Total

US$’000

Balance at 1 January 2023 5,035 1,023,996 537,112 29 68,458 (12,675) (710) 5,873 — 381,886 2,009,004

Transactions with owners

Equity-settled share-based payment — — — — — — — 2,822 — — 2,822

Share options exercised — — — — — 39,063 (24,427) (4,907) — — 9,729

Purchase of treasury shares and issuance of

shares 18 34 20,853 — — — (44,339) — — — — (23,452)

Dividends paid 27 — — — — — — — — — (544,136) (544,136)

Total transactions with owners 34 20,853 — — — (5,276) (24,427) (2,085) — (544,136) (555,037)

Total comprehensive income

Profit for the financial year — — — — — — — — — 793,275 793,275

Other comprehensive (loss)/income — — — (92) (29,146) — — — 9,720 — (19,518)

Total comprehensive income for the year — — — (92) (29,146) — — — 9,720 793,275 773,757

Balance at 31 December 2023 5,069 1,044,849 537,112 (63) 39,312 (17,951) (25,137) 3,788 9,720 631,025 2,227,724

Note

capital

US$’000

premium

US$’000

Contributed

surplus

US$’000

Translation

reserve

US$’000

Hedging

reserve

US$’000

Treasury

US$’000

Capital

reserve

US$’000

Share-

based

payment

reserve

US$’000

Retained

earnings/

(accumulated

losses)

US$’000

Total

US$’000

Balance at 1 January 2022 3,703 704,834 537,112 (35) 348 (12,832) — 4,837 (125,955) 1,112,012

Transactions with owners

Issue of common shares (net of capitalised

equity raise costs) 18 376 97,170 — — — — — — — 97,546

Acquisition of assets 3 921 206,459 — — — 12,832 — — — 220,212

Equity-settled share-based payment — — — — — — — 1,760 — 1,760

Share options exercised — — — — — 2,893 (710) (724) — 1,459

Purchase of treasury shares and issuance of

shares 18 35 15,533 — — — (15,568) — — — —

Dividends paid 27 — — — — — — — — (243,748) (243,748)

Total transactions with owners 1,332 319,162 — — — 157 (710) 1,036 (243,748) 77,229

Total comprehensive income

Profit for the financial year — — — — — — — — 751,589 751,589

Other comprehensive income — — — 64 68,110 — — — — 68,174

Total comprehensive income for the year — — — 64 68,110 — — — 751,589 819,763

Balance at 31 December 2022 5,035 1,023,996 537,112 29 68,458 (12,675) (710) 5,873 381,886 2,009,004

The accompanying notes form an integral part of these consolidated financial statements.

F-5

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HAFNIA LIMITED

AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the financial year ended 31 December 2024

Note

2024

US$’000

2023

US$’000

2022

US$’000

Cash flows from operating activities

Profit for the financial year 774,035 793,275 751,589

Adjustments for:

- income tax expense 4,418 6,251 6,678

- depreciation and amortisation charges 215,111 211,027 209,219

- gain on disposal of property plant and equipment and other investments (28,520) (56,087) (25,483)

- interest income (16,317) (17,629) (6,977)

- finance expense 64,106 95,124 96,075

- share of profit of equity-accounted investees, net of tax (20,515) (19,073) (24,152)

- equity-settled share-based payment transactions

2,960 2,822 1,760

Operating cash flow before working capital changes 995,278 1,015,710 1,008,709

Changes in working capital:

- intangible assets (5,919) — —

- inventories 13,549 (17,773) (16,091)

- trade and other receivables, and prepayments 86,140 (139,166) (259,619)

- trade and other payables

(49,170) 205,663 42,874

Cash generated from operations 1,039,878 1,064,434 775,873

Income tax paid

(9,514) (3,628) (4,986)

Net cash provided by operating activities 1,030,364 1,060,806 770,887

Cash flows from investing activities

Interest income received 12,459 13,583 4,172

Loan to joint ventures 14 (13,207) (15,488) (11,500)

Acquisition of assets, net of cash acquired 3 — — 4,195

Acquisition of other investments 11 (861) (10,408) (324)

Equity investment in joint venture 14 (2,217) (2,240) (1,814)

Return of investment in joint venture 1,360 — —

Purchase of intangible assets 10 (23) — (248)

Proceeds from disposal of property, plant and equipment 9 57,098 142,793 255,809

Proceeds from disposal of assets 9 — — 15,882

Proceeds from disposal of other investments 11 2,343 — —

Repayment of loan by joint venture company 13 22,540 23,975 —

Dividend received from joint venture 14 — 500 —

Dividend received from associated company 14 — — 1,825

Purchase of property, plant and equipment 9 (49,600) (184,392) (447,128)

Net cash provided by/(used in) investing activities 29,892 (31,677) (179,131)

Cash flows from financing activities

Proceeds from borrowings from external financial institutions 110,000 247,030 440,257

Proceeds from borrowings from a related corporation — — 3,750

Repayment of borrowings to external financial institutions (109,136) (309,064) (415,901)

Repayment of borrowings to a related corporation — — (22,500)

Repayment of borrowings to non-related parties — (5,429) (558)

Repayment of lease liabilities (201,191) (390,153) (231,086)

Payment of financing fees (1,085) (3,997) (1,990)

Interest paid to external financial institutions (41,683) (73,634) (87,843)

Interest paid to a third party — (5,707) (24)

Proceeds from exercise of employee share options 935 9,286 1,459

Proceeds from equity raise — — 97,780

Payment of equity raise costs — — (1,170)

Dividends paid 27 (699,883) (544,136) (243,748)

Repurchase of treasury shares 18 (49,161) — —

Other finance expense paid (8,005) (11,129) (3,558)

Net cash used in financing activities (999,209) (1,086,933) (465,132)

Net increase/(decrease) in cash and cash equivalents 61,047 (57,804) 126,624

Cash and cash equivalents at beginning of the financial year 222,521 280,325 153,701

Cash and cash equivalents at end of the financial year 17 283,568 222,521 280,325

Cash and cash equivalents at end of the financial year comprises of:

Cash at bank and on hand 195,271 141,621 174,440

Cash retained in the commercial pools 88,297 80,900 105,885

283,568 222,521 280,325

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Significant non-cash transactions

On 2 January 2024, the Company settled borrowed shares from BW Group, amounting to US$23.4 million, through the issuance of 3,431,577 new ordinary shares.

On 27 January 2022, the Group acquired 32 vessels from Oaktree through acquiring the vessel owning companies Chemical Tankers Inc and its subsidiaries (“CTI”) by way of issuance of

new shares of the Company together with the Company’s existing treasury shares. The fair value of the net assets of CTI acquired amounted to US$221.1 million. Refer to Note 3.

In the financial year ended 2022, two of the Chemical-Stainless vessels, Hafnia Spark and Hafnia Stellar, were deemed to be sold (refer to Note 9) even though physical title over the

vessels has not been transferred; as the Group has assessed that control over the vessels has been transferred to the buyers. These vessels were financed by sale-and-leaseback

arrangements and the liabilities remained on the Group’s balance sheet along with a corresponding receivable from the buyer that will be used to repay the liabilities. In the financial year

ended 2023, physical title was transferred to the buyer and the liabilities were extinguished against the receivables in the Group’s balance sheet. This is a non-cash transaction as the

buyer paid the funds to extinguish the liabilities directly to the leasing house.

The accompanying notes form an integral part of these consolidated financial statements.

Reconciliation of liabilities arising from financing activities

Non-cash changes

US$’000

1 January

2024

US$’000

Financial

cash

flows (i)

US$’000

Additional

leases

capitalised

during the

financial year

Interest

Expense

Fair value

changes on

cash flow

hedges

Capitalised

financing fees

written off

31 December

2024

US$’000

Bank borrowings 572,511 (36,604) — 39,469 — — 575,376

Finance and other lease

liabilities 719,840 (244,044) 22,806 46,202 — 2,069 546,873

Derivative financial

instruments (45,964) 37,551 — — (14,522) — (22,935)

Non-cash changes

US$’000

1 January

2023

US$’000

Financial

cash

flows (i)

US$’000

Extinguishment

of finance lease

liability against

receivables

Additional

leases

capitalised

during the

financial year

Interest

Expense

Fair value

changes on

cash flow

hedges

Capitalised

financing fees

written off

31 December

2023

US$’000

Bank borrowings 726,376 (201,957) — — 46,213 — 1,879 572,511

Loan from non-related parties 5,429 (11,136) — — 5,707 — — —

Finance and other lease liabilities 1,043,482 (362,310) (44,600) 11,852 67,401 — 4,015 719,840

Derivative financial instruments (69,136) 35,963 — — — (12,791) — (45,964)

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Non-cash changes

US$’000

1 January

2022

US$’000

Financial

cash

flows (i)

US$’000

Additional

leases

capitalised

during the

financial year

Acquisition

of assets

Disposal

assets

Interest

expense

Other

finance

expense

Capitalised

financing fees

written off

Fair value

changes on

cash flow

hedges

31 December

2022

US$’000

Bank borrowings 1,112,912 (421,349) — — — 34,813 — — — 726,376

Loan from a related corporation 18,750 (19,453) — — — 703 — — — —

Loan from non-related parties 4,391 (582) — — — 1,620 — — — 5,429

Finance and other lease liabilities 195,150 128,789 1,895 702,423 (46,604) 56,940 2,424 2,465 — 1,043,482

Derivative financial instruments (327) 4,707 — — — — — — (73,516) (69,136)

(i) The cash flows make up the net amount of proceeds from borrowings, repayments of borrowings, interest paid/received and financing fees paid as reported in the consolidated

statement of cash flows.

The accompanying notes form an integral part of these consolidated financial statements.

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HAFNIA LIMITED

AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the financial year ended 31 December 2024

These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.

1 General information

Hafnia Limited (the “Company”) is listed on the Oslo and New York Stock Exchanges. It was incorporated and domiciled in Bermuda, but was redomiciled to Singapore on 1

October 2024, with its registered office located at 10 Pasir Panjang Road, #18-01 Mapletree Business City, Singapore 117438.

The principal activity of the Company (together with its subsidiaries, the “Group”) relates to the provision of global maritime services in the product tankers market.

2. Material accounting policies

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards Accounting Standards (“IFRS”) as issued by the

International Accounting Standards Board (“IASB”), and have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

2.2 Changes in material accounting policies

New standards and amendments to published standards, effective in 2024 and subsequent financial years

The Group has applied the following amendments to IFRS for the first time for the annual period beginning on 1 January 2024:

Amendments:

- Amendments to IAS 1 Presentation of Financial Statements:

a. Non-current Liabilities with Covenants

b. Classification of Liabilities as Current or Non-current

- Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback

- Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

None of the new standards effective in 2024 have a material effect on the financial statements.

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2. Material accounting policies (continued)

2.2 Changes in material accounting policies (continued)

Accounting standards issued and not yet effective

A number of new standards, interpretations, and amendments to standards will become effective for the first time in annual periods beginning after 1 January 2024, and early

adoption is permitted. In preparing these consolidated financial statements, the Group has not early adopted any new or amended standards or interpretations.

IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements, applies for annual reporting periods beginning on or after 1

January 2027. The new standard introduces the following key new requirements:

- Entities are requried to classify all income and expensed into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued

operations and income tax categories. Entities are also required to present a newly defined operating profit subtotal.

- Management defined performance measures (MPMs) are disclosed in a single note in the financial statements.

- Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the

indirect method.

The Group intends to adopt these new and amended standards and interpretations, when they become effective. At the date of authorization of the consolidated financial

statements, the Group continues to assess and evaluate the impact to its financials on the initial adoption of these new accounting standards and interpretations and its related

applicable period.

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2. Material accounting policies (continued)

2.3 Critical accounting judgements and estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting

policies. It also requires the use of certain critical accounting estimates and assumptions discussed below.

Certain amounts included in or affecting the consolidated financial statements and related disclosures are estimated, requiring the Group to make assumptions with respect to

values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared. A critical accounting estimate or assumption is one

which is both important to the portrayal of the Group’s financial condition and results and requires management’s most difficult, subjective or complex judgements, often as a

result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such estimates on an ongoing basis, using historical

results and experience, consideration of relevant trends, consultation with experts and other methods considered reasonable in the particular circumstances.

(a) Critical judgements in applying the Group’s accounting policies

The following are the critical judgements, apart from those involving estimations (Note 2.3(b)), that management has made in the process of applying the Group’s

accounting policies and which have the most significant effect on the amounts recognised in the financial statements.

Accounting for pool arrangements

The Group is involved in three types of commercial pool arrangements: 1) pool arrangements that are managed by the Group under the “agent-to-owner” model, and 2)

pool arrangements that are managed by the Group under the “disponent-owner” model (“Disponent-Owner Pools”) and 3) pool arrangements operated by third parties in

which the Group’s owned vessels are placed.

For pool arrangements that are managed by the Group, Hafnia operates as a pool manager for ten (2023: nine, 2022: five) commercial pools:

(1) Long Range I (“LR1”) Pool

(2) Panamax Pool

(3) Long Range II (“LR2”) Pool

(4) Medium range (“MR”) Pool

(5) Handy size (“Handy”) Pool

(6) Chemical handy size (“Chemical-Handy”) Pool

(7) Chemical medium range (“Chemical-MR”) Pool

(8) Small, Intermediate and City tankers (“Specialised”) Pools

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2. Material accounting policies (continued)

The Panamax Pool commenced operations only during the financial year ended 31 December 2024.

The pools are managed by Hafnia through its pool management companies that are wholly owned subsidiaries, as the pool manager. There are separate pool agreements

entered into between the pool manager and the relevant pool participants. The pool manager negotiates charters with customers primarily in the spot market, however it

may also arrange short duration time charters.

The objective of the commercial pool set up is to facilitate the commercial operation, employment, and marketing of the pool’s vessels. This is achieved via the optimal

utilisation of the pool vessels due to improved scheduling to reduce ballast legs and bulk purchase of goods and services for voyage expenses, thus creating economies

of scale, improved flexibility, efficiency and price competitiveness. Shipowners contribute their vessels to the pool and the pool is managed by the pool manager under

the authority of the Pool Board.

For pool arrangements under the “agent-to-owner” model, management has performed a key assessment to determine who is the principal and agent in these pool

arrangements. Indicators that the Group, as the pool manager, is an agent in a pool arrangement are:

• Based on the pool agreements under the “agent-to-owner” model, the decisions over the relevant activities of the pool that are determined to significantly

affect the pool’s returns are made by the respective Pool Boards, which are represented by pool participants;

• Although the pool manager makes decisions over the day-to-day operations of the pool, the pool manager only acts within the pre-defined mandates and

authority limits set by the Pool Board, for which the pool board’s approving rights are substantive;

• The decisions of the pool manager are not for the relevant activities of the pool and the pool manager has limited discretion over pricing as the prices are

highly dependent on the market published price for charter contracts;

• The pool manager is only given authority to decide on the prices with the objective of efficient pool management; and

• The Pool Board’s decisions have practical ability to prevent the pool manager from directing the pool’s relevant activities and exercising power on its own

behalf.

The Group has evaluated that it has limited control as the pool manager and is hence an agent in the respective commercial pool arrangements. In such arrangements, the

Group as the pool manager does not consolidate the pools. Instead, the Group only recognises the pool management fees as other operating income. On the balance

sheet, the Group recognises the pool’s assets and liabilities over which the Group, as pool manager, has legal rights and obligations respectively. This includes all cash

balances of the pool as the pool bank accounts are opened in the name of the pool manager; and trade payables (other than those relating to fuel oil) for which contracts

are entered into in the name of the pool manager.

As the shipowner that places its own vessels in the pools, the Group recognises the gross revenue and voyage expenses earned pertaining to its vessels placed in the

pools; and adjustments due to pool allocations recognised separately as “pool allocation”. These adjustments relate to revenue from voyage charters less voyage

expenses comprising primarily brokers’ commission, fuel oil and port charges. On the balance sheet, the Group recognises the assets and liabilities over which the Group,

as shipowners, has legal rights and obligations respectively. This includes the trade receivables from end charterers for which the contracts are entered into in its own

name as shipowners; and fuel oil as inventory and its corresponding payables, as the pool manager purchases fuel oil as an agent on behalf of shipowners based on the

contractual terms of the pool agreements under the “agent-to-owner” model and the shipowner having the primary responsibility for the fuel oil obligations.

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2. Material accounting policies (continued)

During the financial year ended 31 December 2023, the Group changed the Handy Pool, MR Pool, LR1 Pool and LR2 Pool from the “agent-to-owner” model to the

“disponent-owner” model, with the agreement of all pool participants in the respective pool arrangements, as management and the pool participants believe that it would

lead to an improvement in operating efficiency and access to working capital facilities.

For pool arrangements under the “disponent-owner” model (“Disponent-Owner Pools”), the key changes in the pool agreements from the “agent-to-owner” model are:

• Establishing a time-charter arrangement for the vessels in the Disponent-Owner Pools between the pool participants and the pool manager;

• The pool manager, as the “disponent-owner” of the vessels, has the right to obtain substantially all of the economic benefits from the use of the vessels in

the Disponent-Owner Pools, as the pool manager is the contractual and legal entity who charters in vessels from the pool participants and subsequently

charters out the vessels to the external charterers under its own name as the “disponent-owner”;

• The pool manager, as the “disponent-owner” of the vessels, also has the right to direct the use of the vessels in the Disponent-Owner Pools, including

having the right to direct how and for what purpose the vessels will be used.

The Group has evaluated that the time-charter arrangement constitutes a lease under IFRS 16 – Leases to the pool manager of the Disponent-Owner Pools. Management

has assessed that the rights conferred from the pool agreements under the “disponent-owner” model provided the pool manager with the control of a right to a service to

be performed using the vessels in the Disponent-Owner Pools for which it has control over, for the end charterers. Hence, management has assessed that this allows the

pool manager to recognise the revenue as a principal in line with IFRS 15 - Revenue from Contracts with Customers.

In such arrangements, the Group as the pool manager recognises the gross revenue and voyage expenses earned pertaining to the vessels placed by the Group in the

Disponent-Owner Pools as “Revenue (Hafnia Vessels and TC Vessels)” and “Voyage expenses (Hafnia Vessels and TC Vessels)” respectively, and adjustments due to

pool allocations recognised separately as “pool allocation”; the gross revenue and voyage expenses earned pertaining to the external vessels placed by pool participants

other than the Group as “Revenue (External Vessels in Disponent-Owner Pools)” and “Voyage expenses (External Vessels in Disponent-Owner Pools)” respectively; and

expenses relating to pool distributions to external pool participants other than the Group separately as “Pool distributions for External Vessels in Disponent-Owner

Pools”.

On the balance sheet, the Group recognises the pool’s assets and liabilities over which the Group, as pool manager, has legal rights and obligations respectively. This

includes all cash balances of the pool as the pool bank accounts are opened in the name of the pool manager; all trade receivables from end charterers for which

contracts are entered into in the name of the pool manager as the “disponent-owner”; the trade payables for which contracts are entered into in the name of the pool

manager; and fuel oil as inventory and its corresponding payables, as the pool manager purchases fuel oil as the “disponent owner” of the vessels based on the

contractual terms of the Pool Agreements under the “disponent-owner” model.

For pool arrangements operated by third parties in which the Group’s owned vessels are placed, management has performed an assessment to determine if the Group as a

pool participant has control over the pools in such arrangements. Indicators that the Group, as a pool participant, does not have control in the pool arrangements are:

• Based on the pool agreements for these pool arrangements operated by the third-party pool managers, the decisions over the relevant activities of the pool

that are determined to significantly affect the pool’s returns are made by the commercial pool managers. The pool managers of the respective pool

arrangements hold the power to make all significant economic decisions that affect the pools;

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2. Material accounting policies (continued)

• The Pool Board’s power is limited to approval of total costs for each vessel in the respective pools, and approval of any additional working capital financing

arrangements required from pool participants;

• The Pool Boards for these pool arrangements do not have the ability to prevent the pool manager from directing the pool’s relevant activities and exercising

power on its own behalf;

• The Group, as a pool participant in these pool arrangements, does not hold a majority of either the Pool Board of these pool arrangements or composition of

the respective pools.

The Group has evaluated that it does not have control over the pools in the pool arrangements operated by third parties as a pool participant, and is hence not the

principal of these pool arrangements. The Group recognises revenue from these pool arrangements as income based on its portion of the pool income reported by the

relevant pool, which represents the net voyage revenue of the vessel after adjusting for pool earnings points, pool management fees and deducting voyage expenses.

For the financial year ended 31 December 2024 and 2023, the Group no longer places its owned vessels in pool arrangements operated by third parties.

Identification of cash-generating units

The Group organizes the commercial management of the fleet of vessels into ten (2023: nine, 2022: five) individual commercial pools. For the financial years ended 31

December 2024, 2023 and 2022, there are no Hafnia Vessels or TC Vessels in the Specialised Pools. The Group has assessed that each individual commercial pool

constitutes a separate cash-generating unit (“CGU”). This is due to 1) the vessels in each individual pool generating cashflows that are largely interdependent with each

other, as the pool arrangements create operational dependencies between vessels in each segment as the pool manager has the right and ability to direct and deploy all

the vessels to gain efficiencies for the entire fleet of vessels in the pool; 2) the decisions of the pool manager are made solely for the benefit of the entire commercial pool

and not for individual vessels; and 3) each individual pool is managed on a portfolio basis to optimise performance and for internal and external management reporting.

Time-chartered in vessels which are recognised as ROU assets by the Group and subsequently deployed in the commercial pools are included as part of the respective

commercial pool CGUs based on the above assessment. For vessels outside the commercial pools and deployed on a time-charter basis, each of these vessels constitutes

a separate CGU.

(b) Critical accounting estimates

The key assumptions concerning the future and other critical accounting estimates at the end of the balance sheet date that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.

Impairment of non-financial assets

Property, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

The recoverable amount of an asset, and where applicable, a cash-generating unit (“CGU”), is determined based on the higher of fair value less costs to sell and value-in-

use calculations prepared on the basis of management’s assumptions and estimates.

All impairment calculations demand a high degree of estimation, which include assessments of the expected cash flows arising from such assets under various modes of

deployment, and the selection of discount rates. Changes to these estimates may significantly impact the impairment charges recognised, and future changes may lead to

reversals of any previously recognised impairment charges. The Group views that the forecast of future freight rates, representing the main driver of recoverable amounts

of the Group’s vessels to be inherently difficult to estimate. This is further complicated by the volatility in oil prices caused by geopolitics and macroeconomic forces,

together with the cyclical nature of freight rates prevailing in the tankers market.

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2. Material accounting policies (continued)

Changes to these brokers’ estimates may significantly impact the impairment charges recognised and future changes may lead to reversals of any previously recognised

impairment charges.

Vessel life and residual value

The Group depreciates the vessels on a straight-line basis after deduction of residual values over the ship’s estimated useful life of 25 years, from the date the ship was

originally delivered from the shipyard. Dry docking costs are generally depreciated over 2.5 to 5 years depending on the age and serviceability of the vessels. Residual

value is estimated as the lightweight tonnage of each vessel multiplied by the scrap value less costs of scrapping. The residual values of the vessels are reassessed by

management at the end of each balance sheet date based on the prevailing steel prices.

The useful life and residual value are critical accounting estimates as they directly impact the amount of depreciation expense to be presented in the financial statements.

Due to the size of the Group’s fleet of owned vessels, the impact could be material depending on the estimates adopted by Management.

2.4 Revenue and income recognition

Revenue comprises the fair value of consideration received or receivable for the rendering of services in the ordinary course of the Group’s activities, net of rebates, discounts

and off-hire charges, and after eliminating sales within the Group.

(a) Revenue

The Group’s source of revenue is vessel revenue, comprising of time charter hire, voyage charter hire and demurrage revenue. Revenue is recognized when or as

performance obligations are satisfied by transferring services to the customer, i.e. over time, provided that the stage of completion can be measured reliably. Revenue is

measured as the consideration that the Group expects to be entitled to. Vessel revenue (including time charter hire, voyage charter hire and demurrage revenue) are

recognised in the Consolidated Statement of Comprehensive Income according to the entered charter parties from the date of load to the date of delivery of the cargo

(discharge). The recognition is determined using the load-to-discharge method based on the percentage of the estimated duration of the voyage completed at the balance

sheet date because the customer receives the benefit during the voyage as it is provided.

Time charter hire - The Group earns time charter revenue as a lessor by placing its vessels on time charter arrangements with end charterers. Revenue generated from

time charter hire is accounted for as revenue earned under operating leases and is therefore within the scope of IFRS 16 – Leases, as issued by the International

Accounting Standards Board. We have determined that our existing time charter arrangements meet the definition of leases under IFRS 16, with the Group as lessor, on

the basis that the charterer manages the vessels in order to enter into transportation contracts with their customers, and thereby enjoys the economic benefits derived

from such arrangements.

Furthermore, the charterer can direct the use of a vessel (subject to certain limitations in the charter arrangement) throughout the period of use.

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2. Material accounting policies (continued)

Moreover, under IFRS 16, we are also required to identify the lease and non-lease components of revenue and account for each component in accordance with the

applicable accounting standard. In the time charter arrangements, we have determined that the lease component is the vessel, and the non-lease component is the

technical management services provided to operate the vessel. These components are accounted for as follows:

• All fixed lease revenue earned under these time charter arrangements is recognized on a straight-line basis over the term of the lease.

• The non-lease component is accounted for as services revenue under IFRS 15 - Revenue from Contracts with Customers. This revenue is recognized “over

time” as the customer (i.e. the charterer) is simultaneously receiving and consuming the benefits of the service. The performance obligations in a time charter

contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to us.

Voyage charter hire - The Group earns voyage charter revenue primarily by commercially managing vessels in commercial pool arrangements and by trading them in the

spot market. Revenue generated from voyage charter hires and pools is within the scope of IFRS 15 - Revenue from Contracts with Customers, as issued by the

International Accounting Standards Board.

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2. Material accounting policies (continued)

Demurrage revenue – Voyage charter contracts contain conditions regarding the amount of time available for loading and discharging of the vessel. If these conditions

are breached, the Group is compensated for the additional time incurred in the form of demurrage revenue. Demurrage revenue is recognized in accordance with the terms

and conditions of the charter parties. Upon completion of the voyage, the Group assesses the time spent in port, and a demurrage claim based on the relevant contractual

conditions is submitted to the charterers. The claim will often be met by counterclaims due to differences in the interpretation of the agreement compared to the

actual circumstances of the additional time used. Based on previous experience, 95% of the demurrage claim submitted is recognized as demurrage revenue upon initial

recognition. Demurrage is not treated as a separate performance obligation as the promise under the voyage charter contract to the charterer remains the same and there

are no distinct goods and services provided along with the demurrage charges. The additional time required to execute the charterer’s orders does not provide a distinct

service but it is part of the single performance obligation of making the vessel available to execute the charterer’s orders. Therefore, demurrage revenue will be allocated

entirely to the single performance obligation in the voyage charter contract and recognition will follow the revenue recognition pattern for voyage charter revenue on

load-to-discharge basis.

The Group receives the demurrage payment upon reaching final agreement on the amount, which can be a substantial period after the original demurrage claim was

submitted. Any adjustments to the final agreement are recognized as demurrage revenue.

Revenue from chemical tankers freight voyage charter is recognised under the load to discharge method on individual contract basis.

(b) Pool management fees

The Group in its capacity as the pool manager, recognises commission income from external pool participants earned from pool arrangements managed by the Group

under the “disponent-owner” and “agent-to-owner” models. They are recognised as other income over time based on the period of the services provided.

Other income from the provision of management and commercial support services is recognised over time based on the period of services provided.

(d) Interest income

Interest income is recognised on an accrual basis using the effective interest method.

2.5 Group accounting

(a) Subsidiaries

(1) Consolidation

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated from the date that control ceases.

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2. Material accounting policies (continued)

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated.

Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been aligned

where necessary to ensure consistency with the policies adopted by the Group.

(2) Acquisitions

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the

equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of

any pre-existing equity interest in the subsidiary.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-

measured to fair value at the acquisition date, and any gains or losses arising from such re-measurement are recognised in profit or loss.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair

values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the

non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree, and the acquisition-date fair value of any previous

equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired, is recorded as goodwill.

The excess of (i) fair value of the net identifiable assets acquired over the (ii) consideration transferred; the amount of any non-controlling interest in the acquiree;

and the acquisition-date fair value of any previous equity interest in the acquiree; is recorded in profit or loss during the period when it occurs.

The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business.

The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of

similar identifiable assets.

In case the Group acquires an asset or a group of assets (including any liabilities assumed) that does not constitute a business, then the transaction is outside the

scope of IFRS 3 because it cannot meet the definition of a business combination. Such transactions are accounted for as asset acquisitions in which the cost of

acquisition is generally allocated between the individual identifiable assets and liabilities in the Group based on their relative fair values at the date of acquisition.

Transactions for assets acquisition do not give rise to goodwill or a gain on a bargain purchase.

(3) Disposals

When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary

including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or

loss or transferred directly to retained earnings if required by a specific standard.

Any retained interest in the entity is re-measured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost

and its fair value is recognised in profit or loss.

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2. Material accounting policies (continued)

(b) Joint ventures

Joint ventures are entities over which the Group has joint control as a result of contractual arrangements and rights to the net assets of the entities.

Investments in joint ventures are accounted for in the consolidated financial statements using the equity method of accounting (net of accumulated impairment losses).

The acquisition method of accounting is used to account for new and incremental acquisitions in joint ventures. Investments in joint ventures are initially recognised at

cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus

costs directly attributable to the acquisition. Goodwill on joint ventures represents the excess of the cost of acquisition of the joint ventures over the Group’s share of

the fair value of the identifiable net assets of the joint ventures and is included in the carrying amount of the investments.

Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is recognised in profit or loss

during the period when it occurs.

In applying the equity method of accounting, the Group’s share of its joint ventures’ post-acquisition profits or losses is recognised in profit or loss and its share of

post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from joint

ventures are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the associated

company or joint venture including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has incurred obligations or has

made payments on behalf of the joint venture.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are

also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of

joint ventures to ensure consistency of accounting policies with those of the Group.

Investments in joint ventures are derecognised when the Group loses significant influence or joint control. Any retained interest in the equity is remeasured at its fair

value. The difference between the carrying amount of the retained investment at the date when joint control is lost and its fair value is recognised in profit or loss.

Gains and losses arising from partial disposals or dilutions in investments in joint ventures in which joint control is retained are recognised in profit or loss.

2.6 Property, plant and equipment

(a) Measurement

(1) Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(2) The cost of an item of property, plant and equipment initially recognised includes expenditure that is directly attributable to the acquisition of the item.

Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or

restoration is incurred as a consequence of acquiring the asset.

(3) The acquisition cost capitalised to a vessel under construction is the sum of the instalments paid plus other directly attributable costs incurred during the

construction period including borrowing costs. Vessels under construction are not depreciated and reclassified as vessels until upon delivery from the yard.

(4) If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of property, plant and

equipment.

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2. Material accounting policies (continued)

(b) Depreciation

(1) Depreciation is calculated using a straight-line method to allocate the depreciable amounts of property, plant and equipment, after taking into account the residual

values, over their estimated useful lives. The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and

adjusted as appropriate, at least annually. The effects of any revision are recognised in profit or loss when the changes arise. The estimated useful lives are as

follows:

Vessels
- Tankers	25 years
- Scrubbers	5 years
- Dry docking	2.5 to 5 years
Others
- Other PPE	5 years

A proportion of the price paid for new vessels is capitalised as dry docking. These costs are depreciated over the period to the next scheduled dry docking, which

is generally 2.5 to 5 years. At the commencement of new dry docking, the remaining carrying amount of the previous dry docking will be written off to profit or

loss.

(2) Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is

depreciated separately. The remaining carrying amount of the old component as a result of a replacement will be written off to profit or loss.

Subsequent expenditure relating to property, plant and equipment, including scrubbers and dry docking that has already been recognised, is added to the carrying

amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured

reliably. All other repair and maintenance expense is recognised in profit or loss when incurred.

On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in profit or loss.

(d) Disposal

2.7 Intangible assets

The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are

recognised in profit or loss when the changes arise.

IT infrastructure and customer contracts

IT infrastructure and customer contracts acquired through business combinations are initially recognised at fair value. These intangibles are subsequently carried at amortised

cost less accumulated impairment losses using the straight-line method over their individual estimated useful lives of 5 years.

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2. Material accounting policies (continued)

Carbon credits

The Group recognises carbon credits that it procures as intangible assets. Carbon credits are initially measured at cost, which is determined based on the cost of carbon credits

purchased at that date. Subsequent to the initial recognition, the carbon credits are measured at cost less any accumulated amortization and impairment losses. No amortisation

expense is recognised as the condition of the carbon credits does not change over time and the residual value is the same as its cost. Therefore, the carbon credits have no

depreciable value.

2.8 Non-derivative financial assets

(a) Recognition and initial measurement

Trade receivables are initially recognised when they are originated. Other financial assets are recognised when the Group becomes a party to the contractual provisions

of the instrument.

Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss (FVTPL), which are recognised at

fair value. Transaction costs for financial assets at FVTPL are recognised immediately as expenses.

(b) Classification

The Group classifies its non-derivative financial assets at amortised cost, at fair value through other comprehensive income (“FVOCI”) and at FVTPL. The classification

depends on the business model in which a financial asset is managed and its contractual cash flows characteristics. Management determines the classification of its non-

derivative financial assets at initial recognition. Non-derivative financial assets are not reclassified subsequent to their initial recognition unless the Group changes its

business model for managing financial assets, in which case all affected non-derivative financial assets are reclassified on the first day of the first reporting period

following the change in the business model. The Group holds the following classes of financial assets:

(1) Non-derivative financial assets at amortised cost

A non-derivative financial asset is classified as measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

They are classified as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are classified as non-current

assets. They are presented as “trade and other receivables, and prepayments” (Note 16), “loans receivable from joint ventures” (Note 13) and “cash at bank and

on hand, cash retained in the commercial pools and restricted cash” (Note 17) in the consolidated balance sheet.

(2) Equity investments at FVOCI

On initial recognition of an equity investment that is not held-for-trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair

value in other comprehensive income. This election is made on an investment-by-investment basis.

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2. Material accounting policies (continued)

The Group has presented its equity investments as non-current assets on the balance sheet which will be reclassified to current assets in the event management

intends to dispose the assets within 12 months after the balance sheet date. All the equity investments have been irrevocably elected to be classified as FVOCI

and are presented as other investments. Further details are described in Note 11.

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is

managed and information is provided to management. The information considered includes:

- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning

contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or

expected cash outflows or realising cash flows through the sale of the assets;

- the stated policies and objectives for the portfolio and the operation of those policies in practice;

- how the performance of the portfolio is evaluated and reported to the Group’s management;

- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

- how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows

collected; and

- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s

continuing recognition of the assets.

(d) Subsequent measurement

Financial assets at FVTPL and FVOCI are subsequently carried at fair value. Financial assets at amortised cost are subsequently carried at amortised cost using the

effective interest method.

Changes in the fair values of financial assets at FVTPL including the effects of currency translation are recognised in profit or loss while changes in the fair values of

financial assets at FVOCI are recognised in other comprehensive income.

(e) Derecognition of financial assets

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual

cashflows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither retains

substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

(f) Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet, when there is a legally enforceable right to offset the recognised

amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

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2. Material accounting policies (continued)

(g) Impairment

For financial assets measured at amortised cost and contract assets, the Group assesses at each balance sheet date whether there is objective evidence that a financial

asset or a group of financial assets is impaired and recognises an allowance for expected credit loss (ECL) at an amount equal to the lifetime expected credit loss if there

has been a significant increase in credit risk since initial recognition. If the credit risk has not increased significantly since initial recognition, the Group recognises an

allowance for ECL at an amount equal to 12-month ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that results from default events that are possible within the 12 months after the balance sheet date (or a shorter period if the

expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

For trade receivables and contract assets, the Group applied the simplified approach permitted by IFRS 9, which requires the loss allowance to be measured at an amount

equal to lifetime ECLs.

The Group applies the general approach to provide for ECLs on all other financial instruments. Under the general approach, the loss allowance is measured at an amount

equal to 12-month ECLs at initial recognition.

At each balance sheet date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has

increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.

Measurement of ECLs

ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows

due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial

asset.

Credit-impaired financial assets

At each balance sheet date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or

more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

- significant financial difficulty of the debtor;

- a breach of contract such as a default or being more than 90 days past due;

- the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;

- it is probable that the debtor will enter bankruptcy or other financial reorganisation; or

- the disappearance of an active market for a security because of financial difficulties.

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2. Material accounting policies (continued)

Presentation of allowance for ECLs in the balance sheet

Loss allowances for financial assets measured at amortised cost and contract assets are deducted from the gross carrying amount of these assets.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers

reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and

analysis, based on the Group’s historical experience, informed credit assessment and other forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if the debtor is under significant financial difficulties, or when there is default or

significant delay in payments. The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without

recourse by the Group to actions such as realising security (if any is held).

When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against

the same line item in profit or loss.

The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of ECL decreases and the related decrease can be

objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost

had no impairment been recognised in prior periods.

2.9 Non-derivative financial liabilities

Non-derivative financial liabilities, primarily comprising borrowings (refer to 2.11), trade payables and other payables (refer to 2.13) are initially measured at fair value less

directly attributable transaction costs. They are subsequently measured at amortised cost under the effective interest method. Interest expense and foreign exchange gains and

losses are recognised in profit or loss.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a financial liability when its

terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair

value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or

liabilities assumed) is recognised in profit or loss.

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2. Material accounting policies (continued)

2.10 Impairment of non-financial assets

Property, plant and equipment are tested for impairment whenever there is objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely

independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The impairment is then allocated to each single vessel on a pro-rata basis, based on the carrying amount of each vessel in the CGU with the limit of the higher of fair value less

cost of disposal and value in use. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset (or CGU) other than goodwill is reversed if, and only if, there has been a change in the estimate of the asset’s (or CGU’s) recoverable amount

since the last impairment loss was recognised. The carrying amount of the asset (or CGU) is increased to its revised recoverable amount, provided that this amount does not

exceed the carrying amount that would have been determined (net of any accumulated amortisation and depreciation) had no impairment loss been recognised for the asset (or

CGU) in prior years. A reversal of impairment loss for an asset (or CGU) other than goodwill is recognised in profit or loss.

The Group conducts an impairment review of its non-financial assets annually.

2.11 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds

(net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case

they are presented as non-current liabilities.

The Group derecognises a borrowing when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a borrowing when its terms are

modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a borrowing, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities

assumed) is recognised in profit or loss.

2.12 Borrowing costs

Borrowing costs are recognised in profit or loss using the effective interest method.

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2. Material accounting policies (continued)

2.13 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business including pool distributions payable to

third party pool participants. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current

liabilities.

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method, and are derecognised when the

Group’s obligation has been discharged or cancelled or expired.

2.14 Derivative financial instruments and hedging activities

A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The fair value of

derivative financial instruments represents the amount estimated by management with input from the Group’s banks or brokers that the Group will receive or pay to terminate the

derivatives at the balance sheet date.

For derivative financial instruments that are not designated or do not qualify for hedge accounting, any fair value gains or losses are recognised in profit or loss as a finance

item or under time charter equivalent (“TCE”).

The Group designates certain financial instruments in qualifying hedging relationships and documents at the inception of the transaction the relationship between the hedging

instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedging transactions.

The Group also documents its assessment, both at hedge inception and on a periodic basis, of whether the derivatives designated as hedging instruments are highly effective

in offsetting changes in fair value or cash flows of the hedged items prospectively.

The Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item and no hedge ineffectiveness is

deemed to exist. In circumstances when the terms of the hedged item do not match exactly the critical terms of the hedging instrument, the Group uses the hypothetical

derivative method to assess effectiveness of hedging relationship.

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2. Material accounting policies (continued)

Cash flow hedges – Interest rate derivatives

The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to

receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus enabling the

Group to raise borrowings at floating rates and swap them into fixed rates. For the purpose of hedge accounting, management may designate a portion of, or the full nominal

value of loans to be hedged by the total notional value of the interest rate swaps available; for portfolio hedging or for one-to-one hedging. There is no imbalance that would

create ineffectiveness and cause the relationship to be inconsistent with the purpose of hedge accounting.

The fair value changes on the effective portion of interest rate derivatives designated as cash flow hedges are recognised in other comprehensive income, accumulated in the

hedging reserve and reclassified to profit or loss when the hedged interest expense on the borrowings is recognised in profit or loss. The fair value changes on the ineffective

portion of these interest rate derivatives are recognised immediately in profit or loss.

Since the financial year ended 31 December 2023, the Group has fully transitioned its interest rate swaps from LIBOR to SOFR.

2.15 Freight forward agreements and foreign exchange contracts

The Group has entered into freight forward agreements (“FFA”) and foreign exchange contracts to manage its exposure to freight rates and foreign exchange risk respectively.

The Group does not apply hedge accounting for the derivatives mentioned above and therefore all changes in fair values of forward freight agreements and foreign exchange

contracts used as economic hedges are recognised in profit or loss under TCE income and other finance expense or income respectively.

Further details of the Group’s other derivative financial instruments that are not hedge accounted for are disclosed in Note 12.

2.16 Fair value estimation of financial assets and liabilities

The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at

the balance sheet date. The quoted market prices used for financial assets are the current bid prices and the quoted market prices for financial liabilities are the current asking

prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques such as market approach. The Group uses a variety

of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for

similar instruments are used.

The fair value of forward freight derivatives are determined using quoted market prices for similar contracts on an exchange.

The fair value of interest rate derivatives is calculated as the present value of the estimated future cash flows, discounted at actively quoted interest rates. The fair value of

forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date.

The carrying amounts of current financial assets and liabilities, measured at amortised cost, approximate their fair values, due to the short term nature of the balances. The

carrying amounts of the non-current loans receivable approximate their fair values since the interest rates are repriceable at three-month intervals. The fair values of financial

liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at current market interest rates, determined as those that are available to the

Group at balance sheet date for similar financial instruments.

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2. Material accounting policies (continued)

2.17 Leases

(a) When a group company is the lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the

use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the

Group uses the definition of a lease in IFRS 16.

For leases of vessels, the Group allocates the consideration in the contract to each non-lease component on the basis of its stand-alone price. The lease component is

then allocated based on the residual amount of the lease consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the

initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of

costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.

The right-of-use asset is subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated using a straight-line

method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term

or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of

the underlying asset, which is determined on the same basis as those of property and equipment.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit

in the lease or, if that rate cannot be readily determined, the applicable incremental borrowing rate. Generally, the Group uses the incremental borrowing rates as the

discount rates. The Group determines the incremental borrowing rates by obtaining interest rates from various external financing sources.

Lease payments included in the measurement of the lease liability comprise the following:

- fixed payments, including in-substance fixed payments;

- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

- amounts expected to be payable under a residual value guarantee;

- exercise price under a purchase option that the Group is reasonably certain to exercise;

- lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and

- payment of penalties for early termination of a lease unless the Group is reasonably certain that it will not terminate early.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when:

- there is a change in future lease payments arising from a change in an index or rate;

- there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

- there is a change in the Group’s assessment of whether it will exercise a purchase, extension or termination option.

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2. Material accounting policies (continued)

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognised in profit or loss if

the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets as a part of total property, plant and equipment and lease liabilities in ‘borrowings’ in the consolidated balance sheet.

Short-term and low value leases

The Group has elected not to recognise right-of-use assets and lease liabilities for leases with lease terms that are less than 12 months and other low-value assets. Lease

payments associated with these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term.

(b) When a group company is the lessor

The Group determines at lease inception whether each lease is a finance lease or an operating lease. The Group currently only has operating leases for which it is the

lessor.

Operating leases

Leases of assets in which the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Assets leased out under

operating leases are included in property, plant and equipment. Rental income (net of any incentives given to lessee) is recognised on a straight-line basis over the lease

term.

A sale and leaseback transaction is where the Group transfers an asset to another entity (the buyer-lessor) and leases that asset back from the buyer-lessor.

Where the buyer-lessor obtains control of the transferred asset, the Group measures the right-of-use asset arising from the leaseback at the proportion of the previous

carrying amount of the asset that relates to the right-of-use retained by the Group.

Where the buyer-lessor does not obtain control of the transferred asset, the Group continues to recognise the transferred asset and recognises a financial liability equal

to the transfer proceeds. The financial liability is recognised initially at fair value, net of transaction costs incurred. The financial liability is subsequently stated at

amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the financial

liability using the effective interest method.

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2. Material accounting policies (continued)

2.18 Inventories

Inventories comprise mainly fuel and lubricating oils which are used for operation of vessels.

The cost of inventories includes purchase costs, as well as any other costs incurred in bringing inventory on board the vessel. Inventories are accounted for on a first-in, first-

out basis, and stated at lower of cost and net realisable value. Consumption of inventories is recognised as an expense in profit or loss when the usage occurs.

2.19 Income taxes

The tax expense for the period comprises current and deferred taxes. Tax is recognised as income or expense in profit or loss, except to the extent that it relates to items

recognised in other comprehensive income in which case the tax is also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates

and generates taxable income. Positions taken in tax returns are evaluated periodically, with respect to situations in which applicable tax regulations are subject to interpretation,

and provisions are established where appropriate, on the basis of amounts expected to be paid to the tax authorities. In relation to accounting for tax uncertainties, where it is

more likely than not that the final tax outcome would be favourable to the Group, no tax provision is recognised until payment to the tax authorities is required, and upon which

a tax asset, measured at the expected recoverable amount, is recognised.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in

the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination

that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that

have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income

tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is recognised on temporary differences arising on income earned from investments in subsidiaries, except where the timing of the reversal of the temporary

difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred

income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to

settle the balances on a net basis.

2.20 Employee benefits

Employee benefits are recognised as an expense, unless the cost qualifies to be classified as asset.

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2. Material accounting policies (continued)

Employee leave entitlement

Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of

services rendered by employees up to the balance sheet date.

2.21 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates

(the “functional currency”). The consolidated financial statements are presented in United States Dollars, which is the Company’s functional currency. All financial

information presented in US dollars has been rounded to the nearest thousand, unless otherwise stated.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the

date of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and

liabilities denominated in foreign currencies at the closing rates at the balance sheet date, are recognised in profit or loss.

2.22 Cash and cash equivalents, Cash retained in the commercial pools, and Restricted cash

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand and deposits held at call with financial

institutions, which are subject to an insignificant risk of change in value, and cash retained in the commercial pools. The restricted cash represents amounts placed in FFA

collateral accounts and debt service reserve accounts for sale and leaseback financing.

2.23 Share capital and treasury shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new equity instruments are taken to equity as a deduction, net of tax, from the

proceeds.

When any entity within the Group purchases the Company’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly

attributable transaction cost is presented as a component within equity attributable to the Company’s equity holders, until they are cancelled, sold, or reissued.

When treasury shares are subsequently sold or reissued pursuant to an employee share option scheme, the cost of treasury shares is reversed from the treasury share account

and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs, is recognised in the capital reserve.

2.24 Dividends

Interim dividends are recognised in the financial year in which they are declared payable and final dividends are recognised when the dividends are approved for payment by

the directors and shareholders respectively.

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2. Material accounting policies (continued)

2.25 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation whereby as a result of past events, it is more likely than not that an outflow of

resources will be required to settle the obligation and a reliable estimate of the settlement amount can be made. When the Group expects a provision to be reimbursed, the

reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised for future operating losses.

2.26 Segment reporting

Operating segments are reported in a manner consistent with reporting provided to the Group’s Chief Executive Officer (“CEO”), who is the Group’s chief operating decision

maker (“CODM”). The CODM is responsible for allocating resources and assessing performance of the operating segments; namely LR1, LR2, MR (including IMO II MR) and

Handy (including IMO II Handy) for the financial year ended 31 December 2024.

2.27 Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary

shareholders of the Company by the weighted-average number of ordinary shares outstanding during the financial year, adjusted for own shares held. Diluted earnings per

share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding for own shares held

and the effects of all dilutive potential ordinary shares, which comprise share options and restricted share units granted to employees.

3. Acquisition of assets

On 27 January 2022, the Group completed the acquisition of 32 vessels from Chemical Tankers Inc and its subsidiaries (“CTI”), in exchange for the Company’s equity

instruments (“Acquisition of CTI fleet”). The acquisition was accounted for as an asset acquisition that did not constitute a business and which was satisfied by way of

issuance of new shares of the Company together with the Company’s existing treasury shares.

In exchange for all outstanding shares in CTI, CTI’s shareholders received a total of 99,199,394 common shares in the Company, consisting of 92,112,691 newly issued shares

and 7,086,703 of treasury shares. Since the consideration for the acquisition was satisfied by way of issuance of the Company’s equity instruments, the accounting of the fair

value of the consideration settled follows the guidance of IFRS 2 Share-based Payment. At the acquisition date, ordinary shares and the existing treasury shares of the

Company were issued to CTI’s shareholders, and the fair value of issued shares was deemed to be the fair value of the CTI’s net assets acquired.

The fair value of CTI’s net assets acquired was assessed at US$221.1 million. Equity settlement of the transaction resulted in an increase in share capital of US$0.9 million and

share premium of US$207.4 million, while reducing balance of treasury shares by US$12.8 million. The effects of CTI acquisition resulted in increases in the Group’s assets,

liabilities and equity by US$943.0 million, US$721.9 million and US$221.1 million respectively.

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3. Acquisition of assets (continued)

(a) Assets acquired and liabilities assumed

A summary of the acquired assets and liabilities of CTI is presented below.

	CTI balances acquired at
	fair values
	2022
	US$’000
Property, plant and equipment	893,009
Restricted cash	6,050
Cash and cash equivalents	4,195
Inventories	3,168
Trade and other receivables, and prepayments	36,584
Trade and other payables	(19,435)
Borrowings	(702,423)
Total net assets acquired	221,148

(b) Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred.

	US$’000
Common shares issued	208,316
Treasury shares transferred	12,832
Less: Cost of issuing new common shares	(936)
Net consideration transferred in the form of issued common shares and treasury shares	220,212

The fair value of acquired vessels was estimated based on an independent third-party valuation report close to the acquisition date, which made reference to comparable

transaction prices of similar vessels.

The carrying values of acquired borrowings approximate their fair values as the bank borrowings bear floating interest rates and were re-priceable at three-month intervals.

Other acquired items represent working capital items whose carrying values approximate fair values due to short period of maturity.

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4. Revenue

	2024	2023	2022
	US$’000	US$’000	US$’000
Hafnia Vessels and TC Vessels
Revenue from time charter	132,505	134,436	73,824
Revenue from voyage charter	1,803,091	1,781,036	1,852,727
	1,935,596	1,915,472	1,926,551
External Vessels in Disponent-Owner Pools
Revenue from voyage charter	933,051	756,234	—
	2,868,647	2,671,706	1,926,551

IFRS 16 Lease Revenue

The following table summarizes the lease and non-lease components of revenue from time charters during the financial years ended 31 December 2024, 2023 and 2022. These

figures are not readily quantifiable as the Group’s contracts under time charter arrangements do not separate these components. The Group has estimated these amounts by

reference to an approximation of the fair market value of vessel operating expenses for the non-lease component.

	2024	2023	2022
	US$’000	US$’000	US$’000
Lease component of revenue from time charter	92,180	94,078	48,322
Non-lease component of revenue from time charter	40,325	40,358	25,502
Total revenue	132,505	134,436	73,824

IFRS 15 Revenue from Contracts with Customers

For vessels employed in the commercial pool arrangements and traded in the spot market, we recognize revenue ‘over time’ as the customer (i.e. the charterer) is simultaneously

receiving and consuming the benefits of the vessel. Under IFRS 15, the performance obligation has been identified as the transportation of cargo from one point to another.

Therefore, in a spot market voyage charter under IFRS 15, revenue is recognized on a pro-rata basis commencing on the date that the cargo is loaded and concluding on the

date of discharge. The Group also considers short-term time charters (with initial terms of less than one year) as spot market voyage charters. These voyages are accounted for

under IFRS 16 – Leases (given the contractual nature of the agreements) but are disclosed as spot market voyages in the table above given their short term nature, and greater

exposure to spot market volatility.

Payments for trade receivables generally are due immediately or within 7 days from the invoice date. Information about trade receivables from contracts with customers and

contract assets is presented in Note 16.

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5. Expenses by nature

	2024	2023	2022
	US$’000	US$’000	US$’000
Hafnia Vessels and TC Vessels
Fuel oil consumed	357,532	349,081	388,497
Port costs	150,806	158,967	122,331
Brokers’ commission expenses	26,245	26,451	27,080
Other voyage expenses	8,809	2,633	10,096
Pool allocation	925	11,733	31,851
Voyage expenses	544,317	548,865	579,855
External Vessels in Disponent-Owner Pools
Fuel oil consumed	190,064	161,820	—
Port costs	71,231	62,691	—
Brokers’ commission expenses	51,386	48,500	—
Other voyage expenses	18,369	14,532	—
Pool allocation	1,752	(7,794)	—
Voyage expenses	332,802	279,749	—

	2024	2023	2022
	US$’000	US$’000	US$’000
Employee benefits (Note 6)	167,275	163,462	167,098
Maintenance and repair expenses	79,716	76,994	70,584
Insurance expenses	13,143	12,234	11,832
Other vessel operating expenses	17,907	16,179	14,389
Vessel operating expenses	278,041	268,869	263,903
Corporate support service fee	2,730	5,090	4,191
Employee benefits (Note 6)	50,605	42,816	37,766
Other operating expenses	26,111	21,665	17,567
Other expenses	79,446	69,571	59,524

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6. Employee benefits

	2024	2023	2022
	US$’000	US$’000	US$’000
Seafaring crew	167,275	163,462	167,098
Shore-based staff	50,605	42,816	37,766
	217,880	206,278	204,864

7. Income taxes

Based on the tax laws in the jurisdictions in which the Group and its subsidiaries operate, qualifying international shipping profits are exempted from income tax. Non-shipping

profits may be taxable at the prevailing tax rate of each tax jurisdiction where the profit is earned.

Certain of the Group’s vessels are subject to the tonnage tax regime in Denmark, whose effect is not significant.

Income tax expense

	2024	2023	2022
	US$’000	US$’000	US$’000
Tax expense attributable to profit is made up of:
Current income tax	5,849	6,540	5,785
Others	(1,431)	(289)	893
	4,418	6,251	6,678

There is currently no income, withholding, capital gain or capital transfer taxes payable in Bermuda. Pursuant to the Group’s re-domiciliation exercise to Singapore in 2024, the

Group no longer maintains significant presence in Bermuda and is not expected to have income which would be taxable under the proposed Bermuda corporate income system

or Pillar 2 rules.

The majority of the Group’s international shipping income accrues in Singapore, where the Group exercises strategic and commercial control over its international shipping

activities. As such, the majority of the Group’s tax bases is subject to Singapore tax legislation. The Group enjoys the Maritime Sector Incentive – Singapore Registry of Ships

(“MSI-SRS”), and also has been awarded the Maritime Sector Incentive – Approved International Shipping Enterprise Award (“MSI-AIS”) by the Maritime and Port Authority

of Singapore. The MSI-SRS incentive generally applies to Singapore-flagged vessels and does not entail a separate application to the MPA. On the other hand, the MSI-AIS

(which is effective till 30 April 2028) is on an application basis, and subsequently renewable, subject to the Group satisfying all relevant qualifying conditions such as minimum

business spending in Singapore. The Group has satisfied such conditions to date and will expect to do so. Under the MSI-AIS Award, profits arising from qualifying

international shipping activities are tax exempt in Singapore.

Corporate income tax is levied as appropriate on the Group’s non-international shipping activities which mainly comprise of pool management activities conducted in Singapore

and Denmark.

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7. Income taxes (continued)

The income tax expense reconciliation of the Group is as follows:

	2024	2023	2022
Reconciliation of effective tax rate	US$’000	US$’000	US$’000
Profit before income tax	778,453	799,526	758,267
Tax calculated at a tax rate of 0% (2023: 0%, 2022: 0%)	—	—	—
Effect of:
- Tax on non-shipping income	5,849	6,540	5,785
- Changes in estimates related to prior years	(1,431)	(289)	893
Income tax expense	4,418	6,251	6,678

The Group operates in several countries which have enacted new legislations to implement the global minimum top-up tax (Pillar 2 of BEPS 2.0) in 2024. The Group’s main

sources of revenue are from international shipping. Under Pillar 2, international shipping income is specifically exempted from minimum top-up taxes. The Group generates non-

shipping income mainly from its pool and bunker management activities. However, the Group is incurring effective tax rate of more than 15% in the jurisdictions with such

activities (e.g. Denmark). Hence, the Group does not have material Pillar 2 exposures for 2024 and will continue to monitor the potential impact of top-up taxes and the

legislations and tax rules worldwide as Pillar 2 develops.

The Group has applied the temporary mandatory relief from deferred tax accounting for the impact of global minimum top-up tax and will account for it as a current tax when it is

incurred.

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8. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding

during the financial year.

	2024	2023	2022
	US$’000	US$’000	US$’000
Net profit attributable to equity holders of the Company	774,035	793,275	751,589

(a) Basic earnings per share

	2024	2023	2022
Number of shares
Issued common shares at 1 January	506,820,170	503,388,593	370,244,325
Effect of share options exercised satisfied from treasury shares	10,849,214	5,308,923	66,374
Effect of shares issued for acquisition of CTI	—	—	83,736,555
Effect of new shares issued	4,609,675	2,876,884	25,551,838
Effect of treasury shares purchased	(12,181,501)	(6,430,681)	(1,708,209)
Weighted-average number of ordinary shares at 31 December	510,097,558	505,143,719	477,890,883
Basic earnings per share (US$ per share)	1.52	1.57	1.57

(b) Diluted earnings per share

	2024	2023	2022
Number of shares
Weighted-average number of ordinary shares (basic)	510,097,558	505,143,719	477,890,883
Effect of share options on issue	5,010,957	3,544,217	11,185,991
Weighted-average number of ordinary shares at 31 December	515,108,515	508,687,936	489,076,874
Diluted earnings per share (US$ per share)	1.50	1.56	1.54

Diluted earnings per share is determined by adjusting profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,

adjusted for own shares held, and the effects of all dilutive potential ordinary shares, which comprise share options and restricted share units granted to employees.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during

which the options were outstanding.

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9. Property, plant and equipment

		Dry	Right-of-
		docking	use
		and	assets –
	Vessels	scrubbers	Vessels	Others	Total
	US$’000	US$’000	US$’000	US$’000	US$’000
Cost
At 1 January 2024	3,573,265	143,375	199,582	1,495	3,917,717
Additions (Note 9(a))	12,514	36,230	23,411	83	72,238
Disposal of vessels (Note 9(a))	(75,400)	(3,555)	(1,280)	—	(80,235)
Write off on completion of dry docking cycle	—	(19,206)	—	—	(19,206)
At 31 December 2024	3,510,379	156,844	221,713	1,578	3,890,514
Accumulated depreciation and impairment charges
At 1 January 2024	899,327	75,216	165,021	531	1,140,095
Depreciation charge	139,048	35,635	39,311	314	214,308
Disposal of vessels (Note 9(a))	(49,219)	(1,746)	(1,280)	—	(52,245)
Write off on completion of dry docking cycle	—	(19,206)	—	—	(19,206)
At 31 December 2024	989,156	89,899	203,052	845	1,282,952
Net book value
At 31 December 2024	2,521,223	66,945	18,661	733	2,607,562
Cost
At 1 January 2023	3,698,658	138,001	187,730	1,369	4,025,758
Additions (Note 9 (a))	158,435	25,831	11,852	126	196,244
Disposal of vessels (Note 9(a))	(283,828)	(12,517)	—	—	(296,345)
Write off on completion of dry docking cycle	—	(7,940)	—	—	(7,940)
At 31 December 2023	3,573,265	143,375	199,582	1,495	3,917,717
Accumulated depreciation and impairment charges
At 1 January 2023	970,339	58,791	119,826	239	1,149,195
Depreciation charge	135,469	28,771	45,195	292	209,727
Disposal of vessels (Note 9(a))	(206,481)	(4,406)	—	—	(210,887)
Write off on completion of dry docking cycle	—	(7,940)	—	—	(7,940)
At 31 December 2023	899,327	75,216	165,021	531	1,140,095
Net book value
At 31 December 2023	2,673,938	68,159	34,561	964	2,777,622

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9. Property, plant and equipment (continued)

(a) For the financial year ended 2023:

Acquisition:

i. The Group acquired two IMO II Handy, one IMO II MR and one LR1 vessel from external parties. The newly acquired IMO II Handy vessels were financed under

the US$303 million revolving credit facility, for which there were no drawdowns in the financial year ended 31 December 2023. The remaining vessels are

unencumbered.

Disposal:

i. The Group disposed of six LR1 vessels.

For the financial year ended 2024:

The Group’s LR1 vessel, Hafnia Nile, was involved in a collision with another vessel, resulting in extensive damage. As a result of the collision, the vessel was unable to resume

operations until the necessary salvage operations and repairs were completed. The Group has incurred salvage and repair costs as at the balance sheet date but has insurance

contracts under which it can make claims for compensation.

The Group will simultaneously record a compensation receivable from the insurer when salvage costs are initially recognised as a provision, as the Group has determined that a

reimbursement right exists. For repair costs, which were recognized as separate loss events when incurred, the Group will simultaneously record a compensation receivable from

the insurer as the Group has determined that it has a right to exert a claim for compensation for the loss events.

As at 31 December 2024, the Group has recognized US$16.2 million and US$13.7 million in insurance receivables in relation to salvage and repair costs respectively.

Disposal:

i. The Group disposed of one LR1 vessel and one MR vessel.

(b) As at 31 December 2024, 2023 and 2022, the Group assessed whether its vessels had indicators of impairment by reference to internal and external factors according to its

stated policy set out in Note 2.3(b).

The Group obtained valuation reports from independent ship brokers to assess whether the fair value of vessels, as per valuation reports exceeded their carrying values at the

balance sheet date. These valuations (which are considered a Level 2 measure of fair value) of the Group’s vessels exceeded their respective carrying amounts. After

considering the macroeconomic and geopolitical factors affecting the product and chemical tanker businesses at the balance sheet date, the Group concluded that there were no

indicators of impairment for the vessels owned and leased by the Group.

(c) The Group has mortgaged vessels with a total carrying amount of US$2,332.6 million (2023: US$2,491.8 million, 2022: US$2,807.5 million) as security over the Group’s

borrowings.

10. Intangible assets

	Carbon	Customer	IT
	credits	contracts	infrastructure	Total
	US$’000	US$’000	US$’000	US$’000
Cost
At 1 January 2024	—	3,893	2,520	6,413
Additions	10,874	—	23	10,897
Transfer of carbon credits	(4,955)	—	—	(4,955)
At 31 December 2024	5,919	3,893	2,543	12,355
Accumulated amortisation charge
At 1 January 2024	—	3,531	1,592	5,123
Amortisation charge	—	362	441	803
At 31 December 2024	—	3,893	2,033	5,926
Net book value
At 31 December 2024	5,919	—	510	6,429
Cost
At 1 January 2023	—	3,728	2,685	6,413
Reclassification of balances	—	165	(165)	—
At 31 December 2023	—	3,893	2,520	6,413
Accumulated amortisation charge
At 1 January 2023	—	2,663	1,160	3,823
Amortisation charge	—	868	432	1,300
At 31 December 2023	—	3,531	1,592	5,123
Net book value
At 31 December 2023	—	362	928	1,290

11. Other investments

The Group’s investments in equity instruments are long term and strategic in nature and are not held for the purpose of trading. The Group has elected to designate these other

investments at FVOCI. The fair value of the Group’s investments in equity instruments are as follows:

	2024	2023	2022
	US$’000	US$’000	US$’000
Investment in ZeroNorth A/S (formerly known as Alpha Ori Technology Holdings Pte Ltd “Alpha Ori”)	2,344	3,428	3,269
Investment in Diginex Solutions (HK) Limited (“Diginex”)	525	525	501
Investment in Clean Hydrogen Works, LA-1, LLC (“CHW-LA1”)	20,000	20,000	55
Investment in Vanguard Tech, Inc. (“Vanguard”)	200	-	-
	23,069	23,953	3,825

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11. Other investments (continued)

The Group does not hold more than 20% equity interest in these other investments. They are equity instruments without readily determinable fair values and over which the

Group has neither significant influence nor control through investments in common stock or in-substance common stock. Therefore, it is precluded from applying the equity

method of accounting.

CHW-LA1

In 2023, the Group acquired additional minority ordinary shares of CHW-LA1 with total consideration of US$10 million. A fair value gain of US$9.9 million was also recognised in

the other comprehensive income (Note 24 (f)) due to the observable price change, in relation to the ordinary shares of CHW-LA1 held by the Group prior to this additional

investment during the financial year 2023.

Diginex

In 2023, the Group injected additional working capital in Diginex, in the form of a convertible loan note of US$0.25 million. A fair value loss of US$0.22 million was also

recognised in the other comprehensive income (Note 24 (f)) due to observable price change, in relation to the Group’s investment in the ordinary shares of Diginex.

ZeroNorth (formerly known as Alpha Ori)

On 30 October 2023, the Group, along with other Alpha Ori’s shareholders, entered into a Share Purchase Agreement with ZeroNorth A/S to sell its entire stake in Alpha Ori to

ZeroNorth A/S in exchange for newly issued shares in ZeroNorth A/S. The transaction was completed in February 2024, with the Group subsequently becoming shareholders of

ZeroNorth A/S.

On 26 January 2024, the Group entered into a pre-merger promissory loan note agreement with Alpha Ori of US$0.4 million, to be repaid on completion of the merger. After the

completion of the merger, the pre-merger promissory loan note was converted into equity.

Following the merger completion on 19 February 2024, the Group disposed of half its shareholdings in ZeroNorth, and recognised an immediate loss of US$0.6 million in profit or

loss. For the financial year ended 31 December 2024, the Group remeasured its investment in ZeroNorth and recorded a net fair value change of US$1.2 million in other

comprehensive income (Note 24(f)), based on the observable price change related to the share disposal on 19 February 2024.

On 10 April 2024, the Group injected additional working capital in ZeroNorth in the form of a convertible note of US$0.3 million.

Vanguard

On 15 November 2024, the Group acquired ordinary shares of Vanguard with total consideration of US$0.2 million.

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12. Derivative financial instruments

	2024		2023
	US$’000		US$’000
	Assets	Liabilities	Assets	Liabilities
Cash flow hedges
- Interest rate swaps	22,935	—	45,964	—
Non-hedging instruments
- Forward freight agreements	1,690	891	1,512	276
- Forward foreign exchange contracts	—	1,048	449	—
	24,625	1,939	47,925	276
Analysed as:
Non-current	12,024	—	35,023	—
Current	12,601	1,939	12,902	276
	24,625	1,939	47,925	276

Cash flow hedges

Interest rate derivatives

The Group has entered into interest rate swap contracts that qualify for hedge accounting. The Group pays interest at fixed rates varying from 0.46% to 3.02% (2023: 0.46% to

3.10%) per annum and receives interest at a floating rate based on compounded SOFR with a credit adjustment spread; after gradually transitioning throughout the financial

year ended 31 December 2023 from the three-month US$ LIBOR as a result of the IBOR reform.

The notional principal amount of these outstanding interest rate swaps as at 31 December 2024 amounted to US$446.1 million (2023: US$1,005.6 million). Of these, US$38.9

million matures within one year, US$332.2 million matures within two to five years, and US$75.0 million matures after five years. The notional amount of the hedging instruments

directly impacted by IBOR reform as at 31 December 2023 amounted to US$1,005.6 million.

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12. Derivative financial instruments (continued)

Non-hedging instruments

Forward foreign exchange contracts

The Group has entered into forward foreign exchange contracts to swap United States Dollars for Singapore Dollars and Danish Kroner with an external financial institution.

The notional principal amounts of the outstanding forward foreign exchange contracts as at 31 December 2024 and 2023 comprise the following:

	2024		2023
	US$’000		US$’000
	Notional		Notional
	amounts in		amounts in
	local	US$	local	US$
Currency	currency	equivalent	currency	equivalent
Singapore Dollars	27,648	21,039	31,268	23,381
Danish Kroner	60,000	8,818	—	—

As at 31 December 2024, these forward foreign exchange contracts will mature within 12 (2023: 12) months from the balance sheet date. No hedge accounting is adopted and the

fair value changes of these forward exchange contracts are recorded in profit or loss.

Freight forward agreements

The Group has entered into a number of forward freight agreements in order to hedge its spot voyage exposure for its vessels trading in the pools. As at 31 December 2024, the

Group has outstanding positions with a notional amount of US$79.7 million (2023: US$69.7 million), which will mature in the next one year. No hedge accounting is adopted and

the fair value changes of these freight forward agreements are recorded in profit or loss.

13. Loans receivable from joint ventures

The Group and CSSC (Hong Kong) Shipping Company Limited (“CSSC Shipping”) are joint venture partners in Vista Shipping Pte. Ltd., which builds and operates LR1 and LR2

product tanker vessels.

In the financial year ended 31 December 2023, the Group entered into an agreement with SOCATRA, to be joint venture partners in Ecomar Shipholding S.A.S (“Ecomar”).

As part of financing for the newbuilds under the respective joint ventures, each joint venture partner provides to the joint venture a shareholder’s loan to finance 50% of the

initial payment instalments for the product tanker vessels.

In 2023, four orders for IMO II MR vessels were made through the Ecomar joint venture. As part of financing for the MR newbuilds under the joint venture, each joint venture

partner contributed a shareholder’s loan to finance the pre-delivery instalments for the four IMO II MR newbuilds.

In 2024, the Group provided financing of US$13.2 million (2023: US$15.5 million) to the joint ventures.

The loans receivable from the joint ventures are unsecured, bear interest based on daily SOFR with a credit adjustment spread (previously US$ three-month LIBOR plus 3%

margin before IBOR transition) and have no fixed terms of repayment.

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13. Loans receivable from joint ventures (continued)

As the Group does not expect the joint venture to settle the loans within the next 12 months, the loans receivable are classified as “non-current” receivables. In substance, the

Group considers these loans receivable as an extension of the Group’s investments in joint ventures. The carrying amounts of the loans receivable approximate their fair values

since the interest rates are re-priceable at three-month intervals.

	2024	2023
	US$’000	US$’000
Loans receivable from joint ventures	64,133	69,626

14. Joint ventures

	2024	2023
	US$’000	US$’000
Interest in joint ventures	81,371	60,172

Interest in joint ventures

The following are the main joint ventures of the Group, all of which are equity-accounted. The details of these investments are outlined below:

(1) Vista Shipping Pte. Ltd. (“Vista Shipping”) is a joint venture in which the Group has joint control and 50% ownership interest. Vista Shipping is domiciled in Singapore and

structured as a separate vehicle in shipowning, with the Group having residual interest in its net assets. Accordingly, the Group has classified its interest in Vista Shipping

as a joint venture. In accordance with the agreement under which Vista Shipping was established, the Group and the other investor in the joint venture have agreed to

provide shareholders’ loans in proportion to their interests to finance the newbuild programme as described in Note 13.

During the financial year ended 2024, Hafnia took delivery of one (2023: three) LR2 vessel through its Vista joint venture.

The following table summarises the financial information of Vista Shipping as included in its own consolidated financial statements. The table also reconciles the summarised

financial information to the carrying amount of the Group’s interest in Vista Shipping.

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14. Joint ventures (continued)

	2024	2023
	US$’000	US$’000
Percentage ownership interest	50%	50%
Non-current assets	427,959	397,965
Current assets	63,657	54,092
Non-current liabilities	(317,722)	(336,598)
Current liabilities	(45,350)	(28,564)
Net assets (100%)	128,544	86,895
Group’s share of net assets (50%)	64,272	43,448
Revenue	112,907	91,191
Other income	2,623	1,963
Expenses	(73,951)	(56,914)
Profit and total comprehensive income (100%)	41,579	36,240
Profit and total comprehensive income (50%)	20,790	18,120
Adjustment to previously recognised share of profit/(loss) from prior year	35	(170)
Group’s share of total comprehensive income (50%)	20,825	17,950

(2) In July 2021, the Group and Andromeda Shipholdings Ltd (“Andromeda Shipholdings”) entered into a joint venture, H&A Shipping Pte. Ltd. (“H&A Shipping”) in which

the Group has joint control and 50% ownership interest. H&A Shipping is domiciled in Singapore and structured as a separate vehicle in shipowning, with the Group

having residual interest in its net assets. Accordingly, the Group has classified its interest in H&A Shipping Pte Ltd. as a joint venture. In accordance with the agreement

under which H&A Shipping was established, the Group and the other investor in the joint venture have agreed to provide equity in proportion to their interests to finance

the newbuild programme.

The following table summarises the financial information of H&A Shipping as included in its own consolidated financial statements. The table also reconciles the summarised

financial information to the carrying amount of the Group’s interest in H&A Shipping.

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14. Joint ventures (continued)

	2024	2023
	US$’000	US$’000
Percentage ownership interest	50%	50%
Non-current assets	59,892	62,990
Current assets	5,388	5,308
Non-current liabilities	(46,093)	(52,038)
Current liabilities	(4,940)	(4,548)
Net assets (100%)	14,247	11,712
Group’s share of net assets (50%)	7,124	5,856
Shareholder’s loans	6,308	7,668
Alignment of accounting policies	1,153	1,006
Carrying amount of interest in joint venture	14,585	14,530
	11,459	11,438
Revenue
Other income	1,866	1,458
Expenses	(10,791)	(10,857)
Profit and total comprehensive income (100%)	2,534	2,039
Profit and total comprehensive income (50%)	1,267	1,019
Alignment of accounting policies	147	147
Group’s share of total comprehensive income (50%)	1,414	1,166

(3) In June 2023, the Group and SOCATRA entered into a joint venture, Ecomar Shipholding S.A.S (“Ecomar”), in which the Group has joint control and 50% ownership

interest. Ecomar is incorporated in France and structured as a separate vehicle in shipowning, with the Group having residual interest in its net assets. Accordingly, the

Group has classified its interest in Ecomar as a joint venture. In accordance with the agreement under which Ecomar was established, the Group and the other investor in

the joint venture have agreed to provide shareholders’ loans in proportion to their interests to finance the newbuild programme.

The following table summarises the financial information of Ecomar as included in its own consolidated financial statements. The table also reconciles the summarised financial

information to the carrying amount of the Group’s interest in Ecomar.

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14. Joint ventures (continued)

	2024	2023
	US$’000	US$’000
Percentage ownership interest	50%	50%
Non-current assets	68,964	31,873
Current assets	4,928	—
Non-current liabilities	(77,032)	(31,849)
Net (liabilities)/assets (100%)	(3,140)	24
Group’s share of net assets (50%)	(1,570)	12
Unrecognised share of losses	1,633	—
Translation reserve	(63)	—
Carrying amount of interest in joint venture	—	12
Revenue	—	—
Other income	32	1
Expenses	(3,321)	(87)
Loss and total comprehensive loss (100%)	(3,289)	(86)
Loss and total comprehensive loss (50%)	(1,645)	(43)
Unrecognised share of losses	1,633	—
Group’s share of total comprehensive loss (50%)	(12)	(43)

15. Inventories

	2024	2023
	US$’000	US$’000
Fuel oil	84,984	99,714
Lubricating oils	9,171	7,990
	94,155	107,704

The cost of inventories recognised as expenses included in “voyage expenses (Hafnia Vessels and TC Vessels)” amounted to US$357.5 million (2023: US$349.1 million); and

included in “voyage expenses (External Vessels in Disponent-Owner Pools)” amounted to US$190.1 million (2023: US$161.8 million). There was no write down of inventory to net

realisable values as at the respective financial years ended 2023 and 2024.

16. Trade and other receivables, and prepayments

		2024	2023
	Note	US$’000	US$’000
Trade receivables
-non-related parties		323,175	389,384
Contract assets
-non-related parties		80,838	118,460
Less: Allowance made for trade receivables and contract assets
-non-related parties	24(b)	—	—
Trade receivables – net		404,013	507,844
Prepayments		16,159	21,274
Other receivables
- non-related parties		83,664	60,592
		503,836	589,710

The carrying amounts of trade and other receivables, and prepayments, principally denominated in United States Dollars, approximate their fair values due to the short period to

maturity.

Included within trade and other receivables, and prepayments as at the financial years ended 2024 and 2023 are contract assets. These contract assets relate to the Group’s

rights to consideration for proportional performance from voyage charters in progress at the balance sheet date. These contract assets are transferred to trade receivables when

the rights to such consideration become unconditional, typically when the Group has satisfied its performance obligations upon completion of the voyage. As voyage charters

in progress have an expected duration of less than one year, the Group applies the practical expedient available under IFRS 15 and does not disclose information about

remaining performance obligations as at balance sheet date. There were no impairment losses recognised on contract assets (2023: US$Nil).

17. Cash and cash equivalents including restricted cash

	2024	2023
	US$’000	US$’000
Cash at bank and on hand	195,271	141,621
Cash retained in the commercial pools	88,297	80,900
Restricted cash	13,542	13,381
	297,110	235,902
Less: Restricted cash	(13,542)	(13,381)
Cash and cash equivalents	283,568	222,521

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17. Cash and cash equivalents including restricted cash (continued)

Cash at bank and on hand includes fixed deposits placed in various financial institutions, which bear interest from 4.00% to 5.48% (2023: 3.05% to 5.56%), with varying periods

to maturity.

For the financial years ended 2024 and 2023, the restricted cash represents amounts placed in debt service reserve accounts for sale and leaseback financing, as well as cash

from FFA collateral accounts. This restricted cash is not available to finance the Group’s day to day operations.

The cash retained in the commercial pools represents cash in the pool bank accounts that are opened in the name of the Group’s pool management company and can only be

used for the operation of vessels within the commercial pools.

18. Share capital

	Number of	Share	Share
	outstanding	capital	premium	Total
	shares	US$’000	US$’000	US$’000
At 1 January 2024	506,820,170	5,069	1,044,849	1,049,918
Issuance of shares	5,743,362	57	43,080	43,137
Effect of re-domiciliation1	-	1,087,929	(1,087,929)	-
At 31 December 2024	512,563,532	1,093,055	-	1,093,055
At 1 January 2023	503,388,593	5,035	1,023,996	1,029,031
Issuance of shares	3,431,577	34	20,853	20,887
At 31 December 2023	506,820,170	5,069	1,044,849	1,049,918
At 1 January 2022	370,244,325	3,703	704,834	708,537
Shares issued for acquisition of CTI assets	92,112,691	921	206,459	207,380
New shares issued	37,600,000	376	97,170	97,546
Issuance of shares	3,431,577	35	15,533	15,568
At 31 December 2022	503,388,593	5,035	1,023,996	1,029,031

Subsequent to the re-domiciliation of the Company to Singapore, the issued common shares no longer have any par value and the share premium recognised in the current

reporting period has been subsequently reclassed to share capital.

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18. Share capital (continued)

(a) Issued and fully paid share capital

As at 31 December 2024, the Company has 512,563,532 issued shares, of which 9,639,056 are treasury shares. All issued common shares are fully paid with no par value. The

newly issued ordinary shares rank pari passu with the existing shares.

On 1 October 2024, the Company redomiciled from Bermuda to Singapore and all common shares of the Company became ordinary shares of the Company.

On 27 June 2024, the Company settled borrowed shares from BW Group by way of issuing 2,311,785 new common shares. Following the issuance of the new common

shares, there are 512,563,532 issued shares in the Company, each with a nominal value of USD 0.01, all of which have been validly and legally issued and fully paid.

On 29 May 2024, the Company entered into another share lending agreement with BW Group whereby BW Group lent 2,311,785 shares of the Company. The borrowed

shares would be redelivered by way of the Company issuing new shares to BW Group at a subscription price of USD 0.01 per share. This allowed the Company to promptly

deliver existing shares held in treasury to employees who exercise their vested options under the Long-Term Incentive Plan (LTIP) 2022 and those entitled to receive shares

under the Restricted Share Units (RSU) program.

On 2 January 2024, the Company settled borrowed shares from BW Group by way of issuing 3,431,577 new common shares. Following the issuance of the new common

shares, there were 510,251,747 issued shares in the Company, each with a nominal value of USD 0.01, all of which have been validly and legally issued and fully paid.

On 20 December 2023, the Company entered into another share lending agreement with BW Group, whereby BW Group lent 3,431,577 shares of the Company. Following

this transaction, the Company had 3,431,577 treasury shares. The borrowed shares were redelivered by way of the Company issuing new shares to BW Group at a

subscription price of US$0.01 per share. The share issuance was only completed on 2 January 2024. This allowed the Company to promptly deliver existing shares held in

treasury to employees who exercise their vested options under the LTIP 2021.

On 1 March 2023, the Company settled these borrowed shares by way of issuing 3,431,577 new common shares to BW Group. Following the issuance of the new common

shares, there were 506,820,170 issued shares in the Company, each with a nominal value of US$0.01, all of which have been validly and legally issued and fully paid.

On 28 February 2023, the Company entered into a share lending agreement with BW Group Limited (“BW Group”), whereby BW Group lent 3,431,577 shares of the

Company. The borrowed shares were redelivered by way of the Company issuing new shares to BW Group at a subscription price of US$0.01 per share. Following this

transaction, the Company had 3,431,577 newly issued shares and 3,431,577 treasury shares. This allowed the Company to promptly deliver existing shares held in treasury

to employees who exercise their vested options under the LTIP 2020.

On 26 August 2022, the Company entered into a share lending agreement with BW Group Limited, whereby BW Group lent 3,431,577 shares of the Company. The borrowed

shares were redelivered by way of the Company issuing new shares to BW Group at a subscription price of US$0.01 per share. Following this transaction, the Company had

3,431,577 newly issued shares and 3,431,577 treasury shares. This allowed the Company to promptly deliver existing shares held in treasury to employees who exercise their

vested options under the share options granted to management personnel in 2019 for Tranche 1, Tranche 2, Tranche 3 and Tranche 4.

On 9 May 2022, the Company issued 37,600,000 new common shares at a private placement at subscription price of NOK 25.0 per share, raising net proceeds of US$97.5

million.

On 27 January 2022, the Company issued 92,112,691 new common shares in the Company, as part of the purchase consideration for the acquisition of CTI assets. Refer to

Note 3.

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18. Share capital (continued)

(b) Treasury shares

The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Group. As at 31 December 2024, the Group held 9,639,056 of the

Company’s shares (2023: 2,626,651, 2022: 2,793,797).

The capital reserve comprises of reversal of the cost of the treasury shares acquired, recorded in the treasury shares account against the option price on those shares upon

exercise of employees share options during the financial year.

During the financial year ended 31 December 2024, the contributed surplus amounted to US$537.1 million was reclassified to capital reserve, following the Company’s re-

domiciliation from Bermuda to Singapore on 1 October 2024.

(d) Translation reserve

The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional

currencies are different from that of the Group’s presentation currency.

(e) Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of equity investments which were accounted as FVOCI.

(f) Share-based payment reserve

The Company operates seven equity-settled share-based compensation plans, namely the LTIP and RSU. As at 31 December 2024, the LTIP 2019, 2020, 2021 and 2022 have

been fully awarded. Under the LTIP 2023, at the end of the vesting periods between 2023 and 2026, common shares of 1,849,428 may be acquired by employees of the

Company at a predetermined strike price. Under the LTIP 2024, at the end of the vesting periods between 2024 and 2027, common shares of 2,032,414 may be acquired by

employees of the Company at a predetermined strike price. Under the RSU, at the end of the vesting periods between 2022 and 2025, RSUs of 462,356 may be awarded to

certain employees of the Company.

19. Other reserves

	2024	2023	2022
	US$’000	US$’000	US$’000
(a) Composition:
Share-based payment reserve	3,918	3,788	5,873
Hedging reserve	20,705	39,312	68,458
Capital reserve	482,382	(25,137)	(710)
Translation reserve	(198)	(63)	29
Fair value reserve	10,906	9,720	—
	517,713	27,620	73,650

	2024	2023	2022
	US$’000	US$’000	US$’000
(b) Movements of the reserves
Hedging reserve
At beginning of the financial year	39,312	68,458	348
Fair value gains on cash flow hedges	14,522	13,378	73,516
Reclassification to profit or loss	(33,129)	(42,524)	(5,406)
At end of the financial year	20,705	39,312	68,458

More information about derivatives used as hedges is disclosed in Note 12.

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20. Borrowings

	2024	2023
	US$’000	US$’000
Current
Bank borrowings	252,556	174,004
Sales and leaseback liabilities (accounted for as financing transaction)	64,506	57,305
Other lease liabilities	19,233	36,019
	336,295	267,328
Non-current
Loans from non-related parties	—	—
Bank borrowings	322,820	398,507
Sales and leaseback liabilities (accounted for as financing transaction)	461,924	622,174
Other lease liabilities	1,210	4,342
	785,954	1,025,023
Total borrowings	1,122,249	1,292,351

Bank borrowings

As at 31 December 2024, bank borrowings consist of ten credit facilities from external financial institutions, amounting to US$473 million, US$374 million, US$216 million, US$84

million (DSF), US$84 million, US$39 million, US$40 million, US$303 million and two borrowing base facilities respectively (2023: US$473 million, US$374 million, US$216 million,

US$106 million, US$84 million, US$39 million, US$40 million, US$ 303 million and two borrowing base facilities respectively). The table below summarises key information of the

bank borrowings:

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20. Borrowings (continued)

	Outstanding
	amount
Facility amount	US$’000	Maturity date
US$473 million facility	87,098
- US$413 million term loan		2026
- US$60 million revolving credit facility		2026
US$374 million facility	—
- US$100 million revolving credit facility		2028
US$216 million facility	131,250	2026
US$84 million facility (DSF)	79,683	2029
US$84 million facility	49,855
- US$68 million term loan		2026
- US$16 million revolving credit facility		2026
US$39 million facility	15,464
-US$30 million term loan		2025
-US$9 million revolving credit facility		2025
Up to US$175 million borrowing base facility	40,500	2025
Up to US$175 million borrowing base facility (with an accordion option of up to US$75 million)	58,500	2025
US$40 million facility	35,881	2029
US$303 million facility	80,000
- US$303 million revolving credit facility	—	2029

The Group’s revolving credit facilities will be available for utilisation if there is no event of default or default which is continuing or would result from the proposed utilisation or

under the existing utilisations; and relevant conditions are met. The Group pays commitment fees to have these revolving credit facilities which are between 35-40% of the

facilities’ margin.

On 11 July 2024, the Group refinanced its US$106 million facility into a US$84 million facility.

On 14 November 2023, the Group cancelled its US$70 million revolving credit facility, which was part of the upsized US$216 million facility.

On 30 August 2023, the Group entered into a US$303 million revolving credit facility.

On 18 July 2023, the Group entered into a US$40 million senior secured term loan facility.

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20. Borrowings (continued)

Sales and leaseback liabilities (accounted for as financing transaction)

As of 31 December 2024, the sales and leaseback liabilities (accounted for as financing transaction) consist of various facilities provided by external leasing houses under sale-

and-leaseback contracts. Under these contracts, the vessels were legally sold to external leasing houses and leased back by Hafnia. The sale of vessels under these sales and

leaseback arrangements did not meet the criteria for sale as prescribed by IFRS 15 Revenue with customers as the Group has assessed that there was no transfer of control of

the vessels. The Group still has the present right to direct the use of the vessels and to obtain the remaining economic benefits from the vessels. The Group also has the

option/obligation to repurchase the vessels from the leasing houses. As a result of the assessment performed, the vessels were not derecognised from the Group’s balance

sheet. These transactions were treated as financing arrangements since lease inception, with the proceeds received from the external leasing houses reflected as sales and

leaseback liabilities, which were accounted for as financing transactions.

During the financial year ended 2024, The Group also exercised the purchase options on six of its existing sales and leaseback financings with Jiangsu Financial Lease Co

Limited and CSSC (Hong Kong) Shipping Company Limited. These transactions were accounted for as an extinguishment of existing sales and leaseback liabilities (accounted

for as financing transaction).

During the financial year ended 2023, as a part of the Group’s ongoing refinancing exercise to refinance the debt that was acquired as a part of the CTI acquisition into lower-

priced financing facilities, the Group refinanced five IMO II Handy vessels via sale and leaseback financing with CMB Financial leasing. These transactions were accounted for

as an extinguishment of existing sales and leaseback liabilities (accounted for as financing transaction) and the recognition of new sales and leaseback liabilities (accounted for

as financing transaction) based on the new borrowing terms. The Group also exercised the purchase options on nine of its existing sales and leaseback financings with AVIC

International Leasing, SPDB Financial Leasing, ICBC Financial Leasing and Ocean Yield Limited. These transactions were accounted for as an extinguishment of existing sales

and leaseback liabilities (accounted for as financing transaction).

	Outstanding
	amount
Facility amount	US$’000	Maturity date
US$414 million SLB facility	324,788	2032
CTI vessels facilities	157,905	2023 – 2031
Hafnia Tankers finance leases	43,737	2025 – 2030

Interest rates

The weighted average effective interest rates per annum of total borrowings at the balance sheet date are as follows:

	2024	2023
Bank borrowings	6.8%	6.7%
Sales and leaseback liabilities (accounted for as financing transaction)	6.9%	7.4%

The exposure of borrowings to interest rate risk is disclosed in Note 24.

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20. Borrowings (continued)

Maturity of borrowings

The non-current borrowings have the following maturity:

	2024	2023
	US$’000	US$’000
Later than one year and not later than five years	517,013	649,710
Later than five years	268,941	375,313
	785,954	1,025,023

Carrying amounts and fair values

The carrying values of the bank borrowings and sales and leaseback liabilities (accounted for as financing transaction) approximate their fair values as they bear floating

interest rates and are re-priceable at one-to-three-month intervals.

Financial and non-financial covenants

The Group has bank borrowings and sales and leaseback liabilities (accounted for as financing transaction) that contain financial and non-financial covenants. Any breach of

covenants will result in bank borrowings and sales and leaseback liabilities becoming payable on demand. If the Group continues with its financial position as at the end of the

reporting date and there is no significant decrease in the fair values of the vessels, the Group expects to comply with the quarterly reporting covenants for the next 12 months.

The Group was in compliance with financial and non-financial covenants as at 31 December 2024 and 31 December 2023.

21. Trade and other payables

	2024	2023
	US$’000	US$’000
Trade payables
- related parties(1)	27,046	22,045
- non-related parties(1)	166,384	223,536
Accrued operating expenses	118,153	114,801
Other payables
- related corporations(1)	32	23,567
- non-related parties(1)	1,224	1,529
	312,839	385,478
Analysed as:
Current	312,839	385,478
	312,839	385,478

(1)Certain balances have been revised for immaterial errors in prior year classifications of trade payables and other payables. US$19.4 million has been reclassified to trade

payables - non-related parties from other payables - non-related parties and US$22.0 million has been reclassified to trade payables - related parties, comprising US$15.8

million from trade payables - non-related parties and US$6.2 million from other payables - related corporations.

The carrying amounts of trade and other payables, principally denominated in United States Dollars, approximate their fair values due to the short period to maturity.

The other payables due to related corporations are unsecured and interest-free.

Information about the Group’s exposure to currency and liquidity risks is included in Note 24.

22. Leases – as lessee

Leases as lessee under IFRS 16

The Group leases vessels, office spaces, and other equipment from external parties under non-cancellable operating lease agreements. The leases have varying terms including

options to extend and options to purchase.

Information about leases for which the Group is a lessee is presented below.

(1) Right-of-use assets - Vessels

	US$’000
Cost
At 1 January 2023	187,730
Additions	11,852
At 31 December 2023	199,582
Additions	22,131
At 31 December 2024	221,713
Accumulated depreciation
At 1 January 2023	119,826
Depreciation charge	45,195
At 31 December 2023	165,021

Depreciation charge	38,031
At 31 December 2024	203,052
Net book value
At 31 December 2023	34,561
At 31 December 2024	18,661

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22. Leases – as lessee (continued)

(2) Amounts recognised in profit or loss

	2024	2023	2022
	US$’000	US$’000	US$’000
Interest expense on lease liabilities	1,469	2,178	3,768
Expenses relating to short-term leases for vessels, included in charter hire expenses	19,997	5,594	1,040
Expenses relating to short-term leases for offices, included in rental expenses	1,984	1,988	1,613

(3) Amounts recognised in statement of cash flows

	2024	2023	2022
	US$’000	US$’000	US$’000
Total cash outflow for leases	44,192	45,969	48,643

(4) Extension options

Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable, the Group seeks

to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group

assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise

the options if there is a significant event or significant changes in circumstances within its control. In the financial year ended 2024 and 2023, the Group exercised options

on certain leases to extend their charter period for a duration of one year and recognised additional lease liabilities with a corresponding increase in ROU assets.

The Group has estimated that the potential future lease payments, should it exercise the extension options, would result in an increase in lease liability of US$89.2 million.

23. Commitments

Operating lease commitments - where the Group is a lessor

The Group leases vessels to non-related parties under non-cancellable operating lease agreements. The Group classifies these leases as operating leases as the Group retains

substantially all risks and rewards incidental to ownership of the leased assets. In 2024, the Group recognised estimated lease revenue of US$92.2 million (2023: US$94.1 million,

2022: US$48.3 million) and non-lease revenue of US$40.3 million (2023: US$40.4 million, 2022: US$25.5 million) as part of time charter revenue (Note 4).

The undiscounted lease payments under operating leases to be received after 31 December are analysed as follows:

	2024	2023	2022
	US$’000	US$’000	US$’000
Less than one year	110,715	87,459	65,878
One to two years	42,329	25,830	11,712
Two to five years	9,348	8,960	20,640
	162,392	122,249	98,230

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23. Commitments (continued)

Newbuild commitments

The Group has equity interests in joint ventures and is obliged to provide its share of working capital for the joint ventures’ newbuild programme through either equity

contributions or shareholder’s loans. The commitments may not be utilised by the joint ventures.

The future minimum capital contributions to be made at the balance sheet date but not yet recognised are as follows:

	2024	2023	2022
	US$’000	US$’000	US$’000
Less than one year	52,917	28,394	83,450
One to two years	16,778	58,079	—
Two to five years	—	19,360	—
	69,695	105,833	83,450

24. Financial risk management

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; liquidity risk and capital risk. The

Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial

performance.

Financial risk management is handled by the Group as part of its operations. The management team identifies, evaluates and manages financial risks in close co-operation with

all operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest

rate risk, credit risk and use of derivative and non-derivative financial instruments.

(a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its

holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising

the return.

The Group enters into derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the

Group. Generally, the Group seeks to apply hedge accounting in order to manage volatility in profit or loss.

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24 Financial risk management (continued)

Price risk

The shipping market can be subject to significant fluctuations. The Group’s vessels are employed under a variety of chartering arrangements including time charters and

voyage charters.

In 2024, approximately 5% (2023: 5%, 2022: 4%) of the Group’s shipping revenue was derived from vessels under fixed income charters (comprising time charters).

The Group is exposed to the risk of variations in fuel oil costs, which are affected by the global political and economic environment. Historically, fuel expenses have been

the most significant expense. Under a time charter, the charterer is responsible for fuel costs, therefore, fixed income charters also reduce exposure to fuel price fluctuations.

In 2024, fuel oil costs comprised 47% (2023: 47%, 2022: 46%) of the Group’s operating expenses. If price of fuel oil has increased/decreased by US$1 (2023: US$1, 2022:

US$1) per metric ton with all other variables including tax rate being held constant, the net results will be lower/higher by US$891,737 (2023: US$801,249, 2022: US$470,881)

as a result of higher/lower fuel oil consumption expense.

In addition to securing cash flows through time charter contracts, the Group has entered into forward freight agreements to limit the risk involved in trading in the spot

market. Details of the Group’s outstanding forward freight agreements are disclosed in Note 12.

Currency risk

The functional currency of most of the entities in the Group is United States Dollars (“US$”). The Group’s operating revenue, and the majority of its interest-bearing debt

and contractual obligations for vessels under construction are denominated in US$. The Group’s vessels are also valued in US$ when trading in the second-hand market.

The Group is exposed to foreign currency exchange risks for administrative expenses incurred by offices or agents globally, predominantly in Monaco, Denmark, United

Arab Emirates and Singapore. Further, the Group is required to pay port charges in currencies other than US$. However, foreign currency exposure in port charges is

minimal as any increase is usually compensated by a corresponding increase in freight, particularly in the tanker sector through industry-wide increases in Worldscale flat

rates.

At the balance sheet date, the Group has cash and cash equivalents denominated in Singapore dollars (“SGD”), Danish Kroner (“DKK”), Euro (“EUR”), United Arab

Emirates Dirham (“AED”) and Norwegian Kroner (“NOK”).

At 31 December 2024, 2023 and 2022, the Group has assessed that it has insignificant exposure to foreign currency risks. However, the Group has entered into foreign

exchange contracts to hedge its general and administrative costs to avoid short term volatility.

Details of the Group’s outstanding forward exchange contracts are disclosed in Note 12.

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24. Financial risk management (continued)

Interest rate risk

The Group adopts a policy of ensuring that between 40% and 75% of its interest rate risk exposure is at a fixed-rate or limited to a certain threshold. This is achieved partly

by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to

interest rate risk. For the secured interest rate swaps of the Group, management applies a hedge ratio of 1:1.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing

dates and maturities and the notional or par amounts. The Group has interest-bearing financial liabilities in the form of borrowings from external financial institutions at

variable rates.

Cash flow and fair value interest rate risks

Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is

the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.

The Group entered into interest rate agreements to limit exposure to interest rate fluctuations. The details of these exposures are disclosed in Note 12. As at 31 December

2024, the notional principal amount of these interest rate swaps represents approximately 45% (2023: 80%, 2022: 55%) of the Group’s borrowings on floating interest rates.

As at the balance sheet date, the interest rate profile of interest-bearing financial instruments, as reported to the management, was as follows:

	Nominal amount
	2024	2023	2022
	US$’000	US$’000	US$’000
Variable rate financial instruments
Financial assets	64,133	69,626	74,213
Financial liabilities	1,122,249	1,251,990	1,716,589
Effect of interest rate swaps	(506,197)	(1,005,586)	(949,047)
	680,185	316,030	841,755

The Group is exposed mainly to the Secured Overnight Financing Rate (“SOFR”). The Group completed the three-month US$ LIBOR transition to SOFR during the financial

year ended 2023.

Hedging relationships for which ‘Phase 2’ amendments apply

For the financial year ended 31 December 2023, the Group has applied the following hedge accounting reliefs provided by the Phase 2 amendments for its hedging

relationships that have already transitioned from LIBOR to SOFR.

Hedge designation – When the Phase 1 amendments ceased to apply, the Group has amended its hedge designation to reflect the following changes which were required

by IBOR reform:

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24. Financial risk management (continued)

• Designating SOFR as a hedged risk;

• The contractual benchmark rate of the hedged US$ borrowing has been amended from LIBOR to SOFR plus a credit adjustment spread; and

• The variable rate of the hedging interest rate swap has been amended from LIBOR to SOFR with a credit adjustment spread added to the fixed rate.

These amendments to the hedge documentation did not require the Group to discontinue its hedge relationships.

Amounts accumulated in the cash flow hedge reserve – When the Group amended its hedge designation for changes to its borrowings that is required by IBOR reform, the

accumulated amount outstanding in the cash flow hedge reserves was deemed to be based on SOFR. The amount is reclassified to profit or loss in the same periods during

which the hedged SOFR cash flows affect profit or loss.

Hedge effectiveness

Hedge effectiveness is determined at the inception of the hedging relationship, and through periodic prospective effectiveness assessments to ensure that an economic

relationship exists between the hedged item and hedging instrument.

The Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. If changes in circumstances

affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, it would result in hedge

ineffectiveness.

A qualitative assessment is first made for each hedging relationship to determine if there is any hedge ineffectiveness at inception. If there is hedge ineffectiveness

identified at inception or throughout the course of the hedge relationship due to critical terms not fully matching due to a change in circumstances, the Group quantifies

and assesses hedge ineffectiveness using the hypothetical derivative method.

In these hedge relationships, the main sources of ineffectiveness are:

(1) the effect of the counterparty and the Group’s own credit risk on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash

flows attributable to the change in interest rates;

(2) differences in repricing dates between the swaps and the borrowings; and

(3) transitioning the hedged item and the hedging instrument to alternative benchmark rates at different times, which may result in temporary mismatch in benchmark

interest rates or permanent difference in adjustment spreads;

Ineffectiveness of US$4.4 million has been recognised in relation to the interest rate swaps in other gains or losses in profit or loss for 2024 (2023: 6.6 million, 2022: US$nil).

Cash flow sensitivity analysis for variable rate instruments

If the interest rates has increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/higher by

approximately US$2.8 million (2023: US$1.8 million, 2022: US$1.5 million) as a result of higher/lower interest expense on the portion of the borrowings that is not covered by

the interest rate swap instruments.

If the interest rates have increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/higher by

approximately US$4.8 million (2023: US$5.8 million, 2022: US$4.9 million) as a result of higher/lower interest expense on borrowings; had no hedging been in place.

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24. Financial risk management (continued)

(b) Credit risk

The Group’s credit risk is primarily attributable to trade and other receivables, cash and cash equivalents (including restricted cash)and loans receivable from joint ventures.

The maximum exposure is represented by the carrying value of each financial asset on the balance sheet.

The Group performs periodic credit evaluations of its charterers. The Group has implemented policies to ensure cash funds are deposited and derivatives are entered into

with banks and internationally recognised financial institutions with a good credit rating and the vessels are chartered out to charterers with an appropriate credit rating

who can provide sufficient guarantees.

Trade receivables and contract assets

The Group applies the simplified lifetime approach and uses a provision matrix to determine the ECLs of trade receivables and contract assets. It is based on the Group’s

historical observed default rates and is adjusted by a current and forward-looking estimate based on current economic conditions.

Credit risk is concentrated on several charterers (Note 26). The Group adopts the policy of dealing only with customers with appropriate credit history.

The Group has determined that the ECL provision estimated based on an allowance matrix of 0.3% to 1% for trade receivables aged “Past due up to three months” and “Past

due for more than six months”, respectively, as at 31 December 2024, 2023 and 2022 were insignificant. Accordingly, no ECL allowance was recorded by the Group.

The age analysis of trade receivables and contract assets is as follows:

	2024	2023	2022
	US$’000	US$’000	US$’000
Current (not past due)	199,076	312,744	215,442
Past due 0 to 3 months	68,653	86,920	55,277
Past due for more than 3 months	136,284	108,178	34,776
Less: Allowance for impairment	—	—	—
	404,013	507,842	305,495

Loan receivable from joint ventures

The loans extended to the joint ventures form an extension of the Group’s investment in product tankers via co-ownership with another strategic investor. As the vessels

owned by the joint ventures generate positive cash flows and the outlook remains positive, management considers the credit risk of loans issued to the joint ventures as

low. As a result of the qualitative assessment performed, no ECL provision has been recognised.

Cash and cash equivalents

The cash and cash equivalents are held with high credit quality financial institutions. Impairment on cash and cash equivalents has been measured on the 12 month

expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external

credit ratings of the counterparties. The amount of the allowance on cash and cash equivalents is negligible.

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24. Financial risk management (continued)

Derivatives

The derivatives are entered into with high credit quality financial institutions..

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet

operating and capital expenditure needs. To address the inherent unpredictability of short-term liquidity requirements, the Group maintains sufficient cash for its daily

operations in short-term cash deposits with banks, has access to undrawn revolving credit facilities amounting to US$322 million. In the financial year ended 2023 and

2022, the Group entered into a trade receivables factoring agreement (with limited recourse to the Group) with financial institutions. This factoring agreement ended in the

financial year ended 2023.

The maturity profile of the Group’s financial liabilities based on contractual undiscounted cash flows is as follows:

	Less than	Between 1	Between 2	Over
	1 year	and 2 years	and 5 years	5 years
	US$’000	US$’000	US$’000	US$’000
At 31 December 2024
Trade and other payables	312,839	—	—	—
Derivative financial instruments	1,939	—	—	—
Interest payments	55,598	33,239	53,365	15,659
Borrowings	253,803	231,878	92,550	-
Sale and leaseback liability (accounted for as financing transaction) and other lease
liabilities	84,029	48,834	146,842	269,773
	708,208	313,951	292,757	285,432

	Less than	Between 1	Between 2	Over
	1 year	and 2 years	and 5 years	5 years
	US$’000	US$’000	US$’000	US$’000
At 31 December 2023
Trade and other payables	385,478	—	—	—
Derivative financial instruments	276	—	—	—
Interest payments	60,437	50,567	78,168	31,528
Borrowings	175,900	148,090	228,992	24,386
Sale and leaseback liability (accounted for as financing transaction) and other lease
liabilities	94,071	79,666	198,617	354,043
	716,162	278,323	505,777	409,957

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24. Financial risk management (continued)

	Less than	Between 1	Between 2	Over
	1 year	and 2 years	and 5 years	5 years
	US$’000	US$’000	US$’000	US$’000
At 31 December 2022
Trade and other payables	156,218	—	—	—
Derivative financial instruments	93	—	—	—
Interest payments	84,031	70,127	139,534	77,722
Borrowings	105,811	105,811	498,862	21,947
Sale and leaseback liability (accounted for as financing transaction) and other lease
liabilities	217,654	97,635	288,012	455,326
	563,807	273,573	926,408	554,995

(d) Capital risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to

maximise shareholders’ value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividends paid, return capital to

shareholders, obtain new borrowings or sell assets to reduce borrowings.

The Group is subject to capital requirements imposed by its external lenders in the form of financial covenants attached to its borrowing facilities.

These requirements are monitored quarterly and reported to management and the board of directors. During the financial year ended 31 December 2024, 2023 and 2022, the

Group is in compliance with all externally imposed capital requirements.

(e) Accounting classifications and fair values

The following tables present assets and liabilities recognised and measured at fair value and classified by level of the following fair value measurement hierarchy:

(1) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(2) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from

prices) (Level 2); and

(3) inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

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24. Financial risk management (continued)

	Carrying amount					Fair value
		Fair value
		hedging
		instruments/	Financial
		Mandatorily	assets at	FVOCI –
		at FVTPL	amortised	equity
		- others	cost	instruments	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2024
Financial assets
measured at fair
value
Forward freight
agreements	12	1,690	—	—	1,690	—	1,690	—	1,690
Interest rate swaps
used for hedging	12	22,935	—	—	22,935	—	22,935	—	22,935
Interest rate caps	12	—	—	—	—	—	—	—	—
Other investments	11	—	—	23,069	23,069	—	—	23,069	23,069
		24,625	—	23,069	47,694
Financial assets not
measured at fair
value
Loans receivable from
joint venture	13	—	64,133	—	64,133
Trade and other
receivables, and
prepayments1	16	—	487,677	—	487,677
Restricted cash	17	—	13,542	—	13,542
Cash at bank and on
hand	17	—	195,271	—	195,271
Cash retained in the
commercial pools	17	—	88,297	—	88,297
		—	848,920	—	848,920

Excluding prepayments

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24. Financial risk management (continued)

	Carrying amount				Fair value
		Fair value –	Other
		hedging	financial
		instruments	liabilities	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2024
Financial liabilities measured at
fair value
Forward foreign exchange
contracts	12	(1,048)	—	(1,048)	—	(1,048)	—	(1,048)
Forward freight agreements	12	(891)	—	(891)	—	(891)	—	(891)
		(1,939)	—	(1,939)
Financial liabilities not measured
at fair value
Bank borrowings	20	—	(575,376)	(575,376)
Sale and leaseback liability
(accounted for as financing
transaction) and other lease
liabilities	20	—	(546,873)	(546,873)
Trade payables	21	—	(312,839)	(312,839)
		—	(1,435,088)	(1,435,088)

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24. Financial risk management (continued)

	Carrying amount					Fair value
		Fair value
		hedging
		instruments/	Financial
		Mandatorily	assets at	FVOCI-
		at FVTPL	amortised	equity
		- others	cost	instrument	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2023
Financial assets measured
at fair value
Forward foreign exchange
contracts	12	449	—	—	449	—	449	—	449
Forward freight agreements	12	1,512	—	—	1,512	—	1,512	—	1,512
Interest rate swaps used
for hedging	12	45,964	—	—	45,964	—	45,964	—	45,964
Other investments	11	—	—	23,953	23,953	—	—	23,953	23,953
		47,925	—	23,953	71,878
Financial assets not
measured at fair value
Loans receivable from joint
venture	13	—	69,626	—	69,626
Trade and other
receivables, and
prepayments1	16	—	568,436	—	568,436
Restricted cash	17	—	13,381	—	13,381
Cash at bank and on hand	17	—	141,621	—	141,621
Cash retained in the
commercial pools	17	—	80,900	—	80,900
		—	873,964	—	873,964

Excluding prepayments

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24. Financial risk management (continued)

	Carrying amount				Fair value
		Fair value –	Other
		hedging	financial
		instruments	liabilities	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2023
Financial liabilities measured at
fair value
Forward freight agreements	12	(276)	—	(276)	—	(276)	—	(276)
Financial liabilities not measured
at fair value
Bank borrowings	20	—	(572,511)	(572,511)
Sale and leaseback liability
(accounted for as financing
transaction) and other lease
liabilities	20	—	(679,479)	(679,479)
Trade payables	21	—	(385,478)	(385,478)
		—	(1,637,468)	(1,637,468)

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24. Financial risk management (continued)

	Carrying amount					Fair value
		Fair value
		hedging
		instruments/	Financial
		Mandatorily	assets at	FVOCI-
		at FVTPL	amortised	equity
		- others	cost	instrument	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2022
Financial assets measured at fair value
Forward foreign exchange contracts	12	438	—	—	438	—	438	—	438
Forward freight agreements	12	308	—	—	308	—	308	—	308
Interest rate swaps used for hedging	12	69,136	—	—	69,136	—	69,136	—	69,136
Interest rate caps	12	726	—	—	726	—	726	—	726
Other investments	11	—	—	3,825	3,825	—	—	3,825	3,825
		70,608	—	3,825	74,433
Financial assets not measured at fair
value
Loans receivable from joint ventures	13	—	74,213	—	74,213
Trade and other receivables, and
prepayments1	16	—	481,507	—	481,507
Restricted cash	17	-	4,780	-	4,780
Cash at bank and on hand	17	—	174,440	—	174,440
Cash retained in the commercial pools	17	—	105,885	—	105,885
		—	840,825	—	840,825

Excluding prepayments

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24. Financial risk management (continued)

		Carrying amount			Fair value
		Fair value	Other
		– hedging	financial
		instruments	liabilities	Total	Level 1	Level 2	Level 3	Total
	Note	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
At 31 December 2022
Financial liabilities measured at fair
value
Forward freight agreements	12	(93)	—	(93)	—	(93)	—	(93)
Financial liabilities not measured at fair
value
Bank borrowings	20	—	(726,376)	(726,376)
Sale and leaseback liability (accounted
for as financing transaction) and other
lease liabilities	20	—	(969,004)	(969,004)
Loan from non-related parties	20	—	(5,429)	(5,429)
Trade payables	21	—	(156,218)	(156,218)
		—	(1,857,027)	(1,857,027)

(e) Accounting classifications and fair values (continued)

The Group has no Level 1 financial assets or liabilities as at 31 December 2024, 31 December 2023 and 31 December 2022.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes

assumptions that are based on market conditions existing at each balance sheet date. The fair value of interest rate swaps is calculated as the present value of the estimated

future cash flows based on observable yield curves. These valuation techniques maximise the use of observable market data where it is available and rely as little as

possible on entity specific estimates. These financial instruments are included in Level 2, as all significant inputs required to fair value an instrument are observable. Other

techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. The assessment of the fair value of investments in

unquoted equity instruments is performed on a quarterly basis based on the latest available data that is reasonably available to the Group.

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24. Financial risk management (continued)

(f) Measurement of fair values

Valuation techniques and inputs used in Level 3 fair value measurements

The Group’s investment in unquoted equity instruments measured at FVOCI using Level 3 fair value measurements were valued using market approach based on the

Group’s best estimate, which is determined by using information including but not limited to the pricing of recent rounds of financing of the investees and information

generated from arm’s-length market transactions involving identical or comparable assets or liabilities. The estimated fair value of the investments would either increase or

decrease based on the latest available data that is reasonably available to the Group at each balance sheet date.

No sensitivity analysis is presented as the information used by the Group to determine the fair values of its investments are based on latest rounds of financing that have

concluded and actual market transactions.

Level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances of the Group’s investment in unquoted equity instruments measured at

FVOCI using Level 3 fair value measurements:

	2024	2023	2022
	US$’000	US$’000	US$’000
Opening balance	23,953	3,825	3,501
Acquisition of equity investments at FVOCI	862	10,408	324
Equity investments at FVOCI – net change in fair value (unrealised)	1,186	9,720	—
Disposal of other investments	(2,932)	—	—
Closing balance	23,069	23,953	3,825

There were no transfers between Levels 2 and 3 during the year.

(g) Offsetting financial assets and financial liabilities

The Group’s financial assets and liabilities are not subjected to enforceable master netting arrangements or similar arrangements. Financial derivatives, financial assets and

financial liabilities are presented separately on the consolidated balance sheet, without netting off of balances.

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25. Related party transactions

In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Group and related

parties during the financial year on commercial terms agreed by the parties:

	2024	2023
	US$’000	US$’000
Purchase of services
Support service fees paid/payable to a related corporation	6,313	6,122
Rental paid/payable to a related corporation	893	872
Rendering of services
Management fees received/receivable from related corporations	4	657

	2024	2023
	US$’000	US$’000
Pool arrangements
Revenue distributable/distributed to related corporations1	77,107	77,023

Revisions were made to prior year comparatives as the Group has disclosed revenue distributable/distributed to related parties that were not disclosed previously. This

revision is determined to be immaterial by the Group.

Key management personnel compensation

	2024	2023
	US$’000	US$’000
Fixed
Salary (annual) including pension1	1,320	1,333
Variable
Cash bonus1	2,455	2,384
Share-based compensation1	1,281	1,178
Director’s fees	433	377

Revisions were made to prior year comparatives as the Group has re-defined the composition of key management personnel in 2024. Salary was reduced by USD 1.7 million,

customary benefits were reduced by USD 0.3 million, cash bonus was reduced by USD 4.0 million and share-based compensation was reduced by USD 1.6 million. These

revisions are determined to be immaterial by the Group.

Key management personnel is defined as the Group’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and board of directors.

For LTIP 2024, the CEO has received 617,581 options (2023: 595,374). The CFO has received 134,479 options (2023: 129,645). The CEO and CFO do not receive pension as part of

the remuneration package. This is considered to be included in the fixed salary. Non-monetary benefits can include standard employment benefits such as newspaper,

telephone, laptop and internet access.

26. Segment information

Operating segments are determined based on the reports submitted to the CODM to make strategic decisions. For the financial year ended 31 December 2024, with the redelivery

of its Specialised vessel and the Group’s exit from the Chemical-Stainless segment, the Group has four main operating segments. During the financial year ended 31 December

2023, the CODM reorganised the business into six main operating segments, up from five in the financial year ended 31 December 2022, following the addition of the Specialised

segment. For the financial year ended 31 December 2024, the operating segments are as follows:

(a) Long Range II (‘LR2’)

(b) Long Range I (‘LR1’)

(d) Handy size (‘Handy’)

The operating segments are organised and managed according to the size of the product tanker vessels.

The LR2 segment consists of vessels between 85,000 DWT and 124,999 DWT in size and provides transportation of clean petroleum oil products.

The LR1 segment consists of vessels between 55,000 DWT and 84,999 DWT in size and provides transportation of clean and dirty petroleum products.

The MR segment consists of vessels between 40,000 DWT and 54,999 DWT in size and provides transportation of clean and dirty oil products, vegetable oil and easy

chemicals; inclusive of IMO II vessels.

The Handy segment consists of vessels between 25,000 DWT and 39,999 DWT in size and provides transportation of clean and dirty oil products, vegetable oil and easy

chemicals; inclusive of IMO II vessels.

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26. Segment information (continued)

The Specialized segment consists of vessels between 5,000 DWT 19,999 DWT in size.

The Group exited the Chemical-Stainless segment after disposing of its Chemical-Stainless vessels that were previously acquired through the acquisition of CTI; and the Group

exited the Specialized after redelivering its only Specialized vessel.

Management assesses the performance of the operating segments based on operating profit before depreciation, amortisation, impairment and gain on disposal of vessels

(“Operating EBITDA”). This measurement basis excludes the effects of impairment charges and gain on disposal of vessels that are not expected to recur regularly in every

financial period. Interest income and finance expenses, which result from the Group’s capital and liquidity position that is centrally managed for the benefit of various activities,

general and administrative expenses, and specific items within other operating income including bunker management fee income from external party are not allocated to

segments.

	LR2	LR1	MR	Handy	Total
	US$’000	US$’000	US$’000	US$’000	US$’000
2024
Revenue (Hafnia Vessels and TC Vessels)	125,387	522,837	915,186	372,186	1,935,596
Revenue (External Vessels in Disponent-Owner Pools)1	86,168	318,499	438,245	90,139	933,051
Voyage expenses (Hafnia Vessels and TC Vessels)	(31,693)	(142,405)	(251,887)	(118,332)	(544,317)
Voyage expenses (External Vessels in Disponent-Owner Pools)1	(34,080)	(112,980)	(156,931)	(28,811)	(332,802)
Pool distributions for External Vessels in Disponent-Owner Pools1	(52,088)	(205,519)	(281,314)	(61,328)	(600,249)
TCE Income#	93,694	380,432	663,299	253,854	1,391,279
Other operating income2	2,374	6,824	11,001	3,533	23,732
Vessel operating expenses	(15,624)	(64,451)	(132,876)	(65,090)	(278,041)
Technical management expenses	(1,947)	(7,358)	(13,619)	(5,249)	(28,173)
Charter hire expenses	—	(8,974)	(39,522)	—	(48,496)
Operating EBITDA	78,497	306,473	488,283	187,048	1,060,301
Depreciation charge	(13,837)	(58,881)	(107,936)	(33,339)	(213,993)
					846,308
Unallocated2					(67,855)
Profit before income tax					778,453

“TCE income” denotes “time charter equivalent income” which represents revenue from time charters and voyage charters less voyage expenses comprising primarily

brokers’ commission, fuel oil and port charges. TCE is a standard measure used in the shipping industry for reporting of income, providing improved comparability

across different types of charters.

“External Vessels in Disponent-Owner Pools” means vessels that are commercially managed by the Group in the Disponent-Owner Pool arrangements that are not

Hafnia Vessels or TC Vessels. See Note 2.3(a) for details on the accounting for pool arrangements.

The unallocated amount consists of interest income and finance expenses, general and administrative expenses; and other operating income such as insurance claims

and share of profit of equity-accounted investees which are not allocated to segments.

					Chemical-
	LR2	LR1	MR	Handy	Stainless	Specialised	Total
	US’000	US’000	US$’000	US$’000	US$’000	US$’000	US$’000
2023
Revenue (Hafnia Vessels and TC Vessels)	111,164	536,309	901,038	364,814	(226)	2,373	1,915,472
Revenue (External Vessels in Disponent-
Owner Pools)1	55,221	288,512	283,857	128,644	—	—	756,234
Voyage expenses (Hafnia Vessels and TC
Vessels)	(30,339)	(151,725)	(246,919)	(118,772)	(36)	(1,074)	(548,865)
Voyage expenses (External Vessels in
Disponent-Owner Pools)1	(19,416)	(108,241)	(106,141)	(45,951)	—	—	(279,749)
Pool distributions for External Vessels in
Disponent-Owner Pools1	(35,805)	(180,271)	(177,716)	(82,693)	—	—	(476,485)

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26. Segment information (continued)

					Chemical-
	LR2	LR1	MR	Handy	Stainless	Specialised	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
TCE Income#	80,825	384,584	654,119	246,042	(262)	1,299	1,366,607
Other operating income2	1,781	8,865	9,258	7,188	(705)	3,747	30,134
Vessel operating expenses	(15,267)	(66,884)	(125,393)	(61,211)	(109)	(5)	(268,869)
Technical management expenses	(1,656)	(7,109)	(11,711)	(5,216)	—	—	(25,692)
Charter hire expenses	—	(9,234)	(24,034)	(1)	—	(1,302)	(34,571)
Operating EBITDA	65,683	310,222	502,239	186,802	(1,076)	3,739	1,067,609
Depreciation charge	(13,743)	(58,099)	(104,808)	(32,784)	—	—	(209,434)
							858,175
Unallocated2							(58,649)
Profit before income tax							799,526

“TCE income” denotes “time charter equivalent income” which represents revenue from time charters and voyage charters less voyage expenses comprising primarily

brokers’ commission, fuel oil and port charges. TCE is a standard measure used in the shipping industry for reporting of income, providing improved comparability

across different types of charters.

“External Vessels in Disponent-Owner Pools” means vessels that are commercially managed by the Group in the Disponent-Owner Pool arrangements that are not

Hafnia Vessels or TC Vessels. See Note 2.3(a) for details on the accounting for pool arrangements.

The unallocated amount consists of interest income and finance expenses, general and administrative expenses; and other operating income such as insurance claims

and share of profit of equity-accounted investees which are not allocated to segments.

					Chemical-
	LR2	LR1	MR	Handy	Stainless	Total
	US’000	US’000	US$’000	US$’000	US$’000	US$’000
2022
Revenue (Hafnia Vessels and TC Vessels)	97,960	638,141	861,681	299,160	29,609	1,926,551
Voyage expenses (Hafnia Vessels and TC Vessels)	(24,526)	(216,890)	(259,479)	(77,722)	(1,238)	(579,855)
TCE Income#	73,434	421,251	602,202	221,438	28,371	1,346,696
Other operating income1	516	9,815	13,250	5,357	516	29,454
Vessel operating expenses	(15,022)	(70,719)	(110,483)	(58,017)	(9,662)	(263,903)
Technical management expenses	(1,296)	(6,230)	(9,510)	(5,742)	(849)	(23,627)
Charter hire expenses	—	(13,605)	(19,549)	—	—	(33,154)
Operating EBITDA	57,632	340,512	475,910	163,036	18,376	1,055,466
Depreciation charge	(13,769)	(58,012)	(100,597)	(33,527)	(1,959)	(207,864)
						847,602
Unallocated1						(89,335)
Profit before income tax						758,267

“TCE income” denotes “time charter equivalent income” which represents revenue from time charters and voyage charters less voyage expenses comprising primarily

brokers’ commission, fuel oil and port charges. TCE is a standard measure used in the shipping industry for reporting of income, providing improved comparability

across different types of charters.

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26. Segment information (continued)

The unallocated amount consists of interest income and finance expenses, general and administrative expenses; and other operating income such as insurance claims

which are not allocated to segments.

Geographical segments’ revenue

The Group’s vessels operate on an international platform with individual vessels calling at various ports across the globe. The Group does not consider the domicile of its

customers as a relevant decision-making guideline, and hence does not consider it meaningful to allocate vessels and revenue to specific geographical locations.

Major customers

Revenues from the top five major customers (by grouping of legal entities known to the Group to be under common control) of the Group across all operating segments

represents approximately US$937.7 million (2023: US$870.0 million, 2022: US$772.5 million)) of the Group’s total revenues.

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26. Segment information (continued)

Two (2023: One; 2022: One) of the Group’s customers (by grouping of legal entities known to the Group to be under common control) represented 10% or more of the Group’s

revenue in each of the three years. Below is the segment information specific to the customer.

	LR2	LR1	MR	Handy	Total	Percentage
	US’000	US’000	US$’000	US$’000	US$’000	%
2024	24,598	159,532	112,969	15,712	312,811	10.9%
2023	18,712	181,099	108,107	2,479	310,397	11.6%
2022	11,697	162,019	102,833	7,189	283,738	14.7%

27. Dividends paid

	2024	2023	2022
	US’000	US’000	US’000
Final dividend paid in respect of Q4 2023 of US$0.2431 (Q4 2022: US$0.3157, Q4 2021: US$Nil) per share	123,520	159,204	—
Interim dividend paid in respect of Q1 2024 of US$0.3443 (Q1 2023: US$0.3044, Q1 2022: US$0.0210) per share	175,666	154,078	10,499
Interim dividend paid in respect of Q2 2024 of US$0.4049 (Q2 2023: US$0.2528, Q2 2022: US$0.1862) per share	207,333	127,980	93,100
Interim dividend paid in respect of Q3 2024 of US$0.3790 (Q3 2023: US$0.2032, Q3 2022: US$0.2801) per share	193,364	102,874	140,149
	699,883	544,136	243,748

The directors declared a final dividend of US$0.0294 (2023: US$0.2431, 2022: USD$0.3157) per share or US$14.6 million (2023: US$123.5 million, 2022: US$159.2) for the financial

year ended 31 December 2024.

The total interim dividends paid in FY2024 amounted to US$1.1245 (2023: US$0.7595, 2022: US$0.4869) per share or US$576.4 million (2023: US$384.9 million, 2022: US$243.7

million).

Under the Singapore Companies Act, dividends are only payable out of profits of the Company; and not the profits of any group that the Company is part of.

The Group has acted in accordance with the provisions of the Singapore Companies Act when declaring dividends.

28. Events occurring after balance sheet date

On 13 January 2025, the Group exercised the purchase option of USD 17.8 million on an IMO - II MR vessel, Hafnia Tanzanite under the sale and lease-back arrangement with

Fortune Chem6 Shipping Limited. This transaction was accounted for as an extinguishment of an existing sale and leaseback-liability (accounted for as financing transaction).

On 14 January 2025, the Group exercised the purchase option of USD 17.1 million on an IMO - II MR vessel, Hafnia Tourmaline under the sale and lease-back arrangement with

Fortune Chem5 Shipping Limited. This transaction was accounted for as an extinguishment of an existing sale and leaseback-liability (accounted for as financing transaction).

On 14 January 2025, the Group took delivery of an IMO II - MR vessel, Ecomar Gascogne, through its ECOMAR joint venture.

On 22 January 2025, the Group’s equity investment, Diginex, was listed on the NASDAQ. The Group has a 1.15% stake in Diginex; but is subject to a lock-up period of 12

months.

Between 20 January and 24 January 2025, the Group purchased a total of 3,952,255 shares at an average price of US$5.14 per share under the share buyback program announced

on 2 December 2024.

On 19 February 2025, the Group and Cargill entered into a joint arrangement, Seascale Energy in order to provide customers with cost efficiencies, transparency and access to

sustainable fuel innovations.

On 19 March 2025, the Company granted a total of 2,488,395 share options to key management and senior employees under the LTIP 2025 share option program.

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29. Listing of companies in the Group

				Equity	Equity	Equity
				holding	holding	holding
		Principal	Place of	2024	2023	2022
Name of companies		activities	incorporation	%	%	%
BW Aldrich Pte. Ltd.		Shipowning	Singapore	100	100	100
BW Clearwater Pte. Ltd.		Shipowning	Singapore	100	100	100
BW Causeway Pte. Ltd.		Dormant	Singapore	100	100	100
BW Fleet Management Pte. Ltd.		Ship-management	Singapore	100	100	100
BW Stanley Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia Pools Pte. Ltd.		Chartering	Singapore	100	100	100
Komplementaranpartsselskabet Straits Tankers	g	Investment	Denmark	100	100	100
K/S Straits Tankers	g	Investment	Denmark	100	100	100
BW Silvermine Pte. Ltd.		Dormant	Singapore	100	100	100
BW Pacific Management Pte. Ltd.		Agency office	Singapore	100	100	100
Hafnia SG Pte. Ltd.		Management company	Singapore	100	100	100
Hafnia Tankers Marshall Islands Pte. Ltd.		Investment	Singapore	100	100	100
Hafnia Tankers Singapore Holding Pte. Ltd.		Investment	Singapore	100	100	100
Hafnia Tankers Singapore Sub-Holding Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia Tankers ApS		Corporate support	Denmark	100	100	100
Hafnia Tankers Shipholding Beta Pte. Ltd.	J	Dormant	Singapore	100	100	100
Hafnia Tankers Shipholding Alpha Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia One Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia Tankers Singapore Pte. Ltd.		Investment	Singapore	100	100	100
Hafnia Tankers Shipholding Singapore Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia Tankers Shipholding 2 Singapore Pte. Ltd.		Shipowning	Singapore	100	100	100
Hafnia Tankers Chartering Singapore Pte. Ltd.		Chartering	Singapore	100	100	100
Hafnia Tankers International Chartering Inc.		Chartering	Marshall Islands	100	100	100
Hafnia Tankers Services Singapore Pte. Ltd.		Ship-management	Singapore	100	100	100
Hafnia SARL		Corporate Support	Monaco	100	100	100
Hafnia Holding I Pte. Ltd.		Investment	Singapore	100	100	100
Hafnia Holding II Limited		Investment	Bermuda	100	100	100

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Hafnia Middle East DMCC	a	Ship-management	UAE	100	100	100
Hafnia Chemical Tankers Pte. Ltd.	a,h	Shipowning	Singapore	100	100	100
Hafnia US, LLC		Investment	USA	100	100	-
Hafnia Tankers Singapore Gamma Pte. Ltd.	i	Dormant	Singapore	100	100	100
Hafnia Chem Shipholding Pte. Ltd.	c	Shipowning	Singapore	100	100	-
Vista Shipping Pte. Ltd.		Investment	Singapore	50	50	50
Vista Shipholding I Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding II Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding III Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding IV Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding V Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding VI Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding VII Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding VIII Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding IX Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipholding X Pte. Ltd.		Shipowning	Singapore	50	50	50
Vista Shipping HK Limited		Investment	Hong Kong	50	50	50
Vista Shipping US, LLC		Investment	United States	50	50	50
H&A Shipping Pte. Ltd.		Investment	Singapore	50	50	50
Yellow Star Shipping Pte. Ltd		Shipowning	Singapore	50	50	50
Green Stars Shipping Pte. Ltd		Shipowning	Singapore	50	50	50
Chemical Tankers Inc	b	Investment	Marshall Islands	100	100	100
Chemical Tankers ApS	f	Corporate Support	Denmark	—	—	100
Chemical Tankers SubHoldCo Inc	b	Investment	Marshall Islands	100	100	100
Chemical Tankers (A-Ships) Inc	b	Investment	Marshall Islands	100	100	100
Chemical Tankers 1 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 2 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 3 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 4 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 5 Inc	b	Shipowning	Marshall Islands	100	100	100

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Chemical Tankers 6 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 7 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 8 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 9 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 10 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 11 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 12 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 13 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 14 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 15 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 16 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 17 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 18 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 19 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 20 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 21 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 22 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 23 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 24 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 25 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 26 Inc	b	Shipowning	Marshall Islands	100	100	100

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Chemical Tankers 27 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 28 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 29 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 30 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 31 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 32 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 35 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 36 Inc	b	Shipowning	Marshall Islands	100	100	100
Chemical Tankers 37 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 38 Inc	b	Dormant	Marshall Islands	100	100	100
Chemical Tankers 39 Inc	b	Dormant	Marshall Islands	100	100	100
Complexio Limited	d	Software development	United Kingdom	30.5	26	—
Ecomar Shipholding S.A.S	e	Investment	France	50	50	—
Ecomar Alpha S.A.S	e	Shipowning	France	50	50	—
Ecomar Bravo S.A.S	e	Shipowning	France	50	50	—
Ecomar Charlie S.A.S	e	Shipowning	France	50	50	—
Ecomar Delta S.A. S	e	Shipowning	France	50	50	—

(a) This company was registered in 2022.

(b) The acquisition of CTI was completed on 27 January 2022.

(d) This joint venture was formed on 17 March 2023.

(e) This company was incorporated as the result of the Group entering into a joint venture with SOCATRA on 17 June 2023.

(f) This company has been dissolved after voluntary liquidation on 20 June 2023.

(g) This company has been dissolved after voluntary liquidation on 26 June 2024.

(h) This company established a DMCC branch in Dubai, UAE on 30 October 2024.

(i) This company was struck off on 19 February 2025.

(j) This company was struck off on 20 February 2025.

F-78

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Exhibit 1.1

CONSTITUTION

Hafnia Limited

Incorporated in Bermuda on 29 April 2014

Re-domiciled to Singapore on 1 October 2024

Interpretation

1. Definitions

Public Company

2. Public Company

3. Power to Issue Shares

4. Power of the Company to Purchase its Shares

5. Rights Attaching to Shares

6. Calls on Shares

7. Forfeiture of Shares

8. Share Certificates

Registration of Shares

9. Register of Members

10. Disclosure of Interests in Company Securities

11. Company Investigations and Consequences

12. Registered Holder Absolute Owner

13. Transfer of Registered Shares

14. Transmission of Registered Shares

Alteration of Share Capital

15. Power to Alter Capital

16. Variation of Rights Attaching to Shares

Dividends

17. Dividends

18. Power to Set Aside Profits

19. Method of Payment

Meetings of Members

20. Annual General Meetings

21. Extraordinary General Meetings

22. Requisitioned General Meetings

23. Notice

24. Giving Notice and Access

25. Electronic Participation and Security in Meetings

26. Quorum at General Meetings

27. Chairman to Preside at General Meetings

28. Voting on Resolutions

29. Power to Demand a Vote on a Poll

30. Voting by Joint Holders of Shares

31. Instrument of Proxy

32. Representation of Corporate Member

33. Adjournment of General Meeting

34. Directors' Attendance at General Meetings

Directors and Officers

35. Election of Directors

36. Term of Office of Directors

37. Alternate Directors

38. Removal of Directors

39. Vacancy in the Office of Director

40. Remuneration of Directors

41. Defect in Appointment

42. Directors to Manage Business

43. Powers of the Board of Directors

44. Register of Directors, Chief Executive Officers,

Secretaries and Auditors

45. Appointment of Officers

46. Appointment of Secretary

47. Duties of Officers

48. Remuneration of Officers

49. Conflicts of Interest

50. Indemnification and Exculpation of Directors and

Officers

Meetings of the Board of Directors

51. Board Meetings

52. Notice of Board Meetings

53. Electronic Participation in Meetings

54. Quorum at Board Meetings

55. Board to Continue in the Event of Vacancy

56. Chairman to Preside

57. Written Resolutions

58. Validity of Prior Acts of the Board

Corporate Records

59. Minutes

60. Place Where Corporate Records Kept

61. Form and Use of Seal

Accounts

62. Records of Account

63. Financial Year End

Audits

64. Annual Audit

65. Appointment of Auditors

66. Remuneration of Auditor

67. Duties of Auditors

68. Access to Records

69. Financial Statements and the Auditor’s Report

70. Vacancy in the Office of Auditor

Business Combinations

71. Business Combinations

Voluntary Winding-Up and Dissolution

72. Winding-Up

Changes to Constitution

73. Changes to Constitution

74. Authentication of Documents

75. Personal Data

Exclusive Jurisdiction

76. Exclusive Jurisdiction

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TABLE OF CONTENTS

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INTERPRETATION

1. Definitions

1.1 In these Regulations, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act the Companies Act 1967 of Singapore as amended from time to time;

Alternate Director an alternate director appointed in accordance with these Regulations;

Approved Depository has the meaning attributed to it in Regulation 11;

Approved Nominee has the meaning attributed to it in Regulation 11;

Auditor means an accounting entity appointed by Company to act as the Company's auditor pursuant to the Act;

Board the board of directors appointed or elected pursuant to these Regulations and acting by resolution in

accordance with the Act and these Regulations or the directors present at a meeting of directors at which

there is a quorum;

Chairman the chairman of the Board and the Company;

Company the company for which these Regulations are approved and confirmed;

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Company Securities (i) any shares (of any class) including Ordinary Shares, Preference Shares or other equity securities of the

Company and (ii) any options, warrants, convertible notes, securities of any type or similar rights issued

that are or may become convertible into or exercisable or exchangeable for, or that carry rights to subscribe

for, any shares (of any class), including Ordinary Shares, Preference Shares or other equity securities of the

Company;

Default Securities has the meaning attributed to it in Regulation 11;

Depository the Depository Trust Company (or its nominee), Euronext VPS (or its nominee) or any other securities

depository whose name or whose nominee’s name is entered as a Member of the Company in the Register

of Members;

Direction Notice has the meaning attributed to it in Regulation 11;

Director a director of the Company and shall include an Alternate Director;

Disclosure Notice has the meaning attributed to it in Regulation 11;

Euronext VPS Euronext Securities Oslo, the Norwegian Central Securities Depository, maintained by Verdipapirsentralen

ASA;

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Interested Party has the meaning attributed to it in Regulation 11;

Member the person whose name is entered in the Register of Members as the holder of shares in the Company and,

when two or more persons whose names are entered as joint holders of shares, means the person whose

name stands first in the Register of Members as one of such joint holders or all of such persons, as the

context so requires;

notice written notice, as required by the Statutes and, further provided in these Regulations unless otherwise

specifically stated;

Officer the Chairman and any person appointed by the Board to hold an office in the Company;

Ordinary Shares means the ordinary shares in the share capital of the Company;

Preference Shares has the meaning attributed to it in Regulation 5;

Redeemable Preference Shares has the meaning attributed to it in Regulation 3.2;

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Register of Members the Company's principal register of Members and where applicable, any branch register of Members to be

maintained at such a place within or outside Singapore as the Board shall determine from time to time;

Registration Office in respect of any class of share capital, such place as the Board may from time to time determined to keep a

branch register of Members in respect of that class of share capital and where (except in cases where the

Board otherwise directs) the transfers or other documents or title for such class of share capital are to be

lodged for registration and are to be registered;

Regulation refers to a regulation of this Constitution;

Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any

deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the

Secretary;

Statutes means the Act and every other written law or regulation for the time being in force concerning companies

and which is affecting or applicable to the Company (including but not limited to any rules or regulations

of a Stock Exchange);

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Stock Exchange Oslo Børs or New York Stock Exchange or any other share, stock or securities exchange in respect of which

the shares of the Company are listed or quoted;

Treasury Shares a share of the Company that was or is treated as having been acquired and held by the Company and has

been held continuously by the Company since it was so acquired and has not been cancelled.

1.2 In these Regulations, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;

(b) words denoting the masculine gender include the feminine and neuter genders;

(d) the words:

(i) "may" shall be construed as permissive; and

(ii) "shall" shall be construed as imperative;

(e) a reference to a statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f) the phrase "issued and outstanding" in relation to shares, means shares in issue other than Treasury Shares;

(g) the word "corporation" means a corporation whether or not a company within the meaning of the Act; and

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(h) a reference to the company’s registrar and/or transfer agent shall be a reference to all the company’s registrars and/or transfer agents.

(i) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Regulations.

1.3 In these Regulations expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography,

photography, electronic mail and other modes of representing words in visible form.

1.4 Headings used in these Regulations are for convenience only and are not to be used or relied upon in the construction hereof.

PUBLIC COMPANY

2. Public Company

The Company is a public company.

3. Power to Issue Shares

3.1 Subject to the Statutes and the Constitution, no shares may be issued by the Board without the prior approval of the Company pursuant to Section 161 of the Act,

but subject thereto, and the terms of such approval, the Directors may allot and issue shares or grant options over or otherwise dispose of the same to such persons

on such terms and conditions and for such consideration (if any) and at such time as the Directors may think fit. Provided always that all unissued shares shall be at

the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such

persons, at such times and on such terms as they think proper. No shares shall be issued to bearer.

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3.2 Without limitation to the provisions of Regulation 5, subject to the provisions of the Act, any Preference Shares may be issued as redeemable preference shares that

(at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the

Board before the issue (the "Redeemable Preference Shares"), PROVIDED THAT prior approval for the issuance of such shares is given by resolution of the

Members in general meeting.

3.3 Notwithstanding Regulation 3.1 and subject to the Statutes, the Company may by ordinary resolution in a general meeting give to the Board a general authority

either unconditionally or subject to such conditions as may be specified in the resolution to:

(a) (i) issue shares in the capital of the Company whether by way of rights, bonus, or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to

the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares; and

(b) (notwithstanding the authority conferred by the ordinary resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or

granted by the Board while the ordinary resolution was in force,

Provided always that:

(c) the authority to allot and issue shares or grant options over or otherwise dispose of the same is subject to any limitation or condition that the directors may

propose to the Company from time to time;

(d) the aggregate number of shares to be issued pursuant to the ordinary resolution (including shares to be issued in pursuance of Instruments made or

granted pursuant to the ordinary resolution) shall be subject to such limits and manner of calculation as may be prescribed by the Stock Exchange;

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(e) (subject to such manner of calculation as may be prescribed by the Stock Exchange or the Statutes) for the purpose of determining the aggregate number of

shares that may be issued under Regulation 3.3(a) above, the percentage of issued share capital shall be based on the issued share capital of the Company

at the time that the ordinary resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or share options which are outstanding or subsisting at the time

that the ordinary resolution is passed; and

(ii) any subsequent consolidation or subdivision of shares;

(f) in exercising the authority conferred by the ordinary resolution, the Company shall comply with the provisions of the rules of the Stock Exchange for the

time being in force (unless such compliance is waived by the Stock Exchange) and this Constitution;

(g) unless revoked or varied by the Company in general meeting, the authority conferred by the ordinary resolution shall not continue in force beyond the

conclusion of the next annual general meeting following the passing of the ordinary resolution or the date by which such annual general meeting is required

by the Statutes to be held, or the expiration of such other period as may be prescribed by the Statutes or the resolution (whichever is the earliest);

(h) any other issue of shares, the aggregate of which would exceed the limits referred to in this Regulation, shall be subject to the approval of the Company in

general meeting and such limits and requirements as may be prescribed in the rules of the Stock Exchange; and

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(i) where the capital of the Company consists of different monetary denominations, the voting rights shall be prescribed in such manner that a unit of capital in

each class when reduced to a common denominator, shall carry the same voting power when such right is exercisable.

4. Power of the Company to Purchase its Shares

4.1 Notwithstanding Regulation 4.3, the Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such

terms as the Board shall think fit.

4.2 The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

4.3 Save to the extent permitted by the Act, none of the funds of the Company or of any subsidiary thereof shall be directly or indirectly employed in the purchase or

subscription of or in loans upon the security of the Company’s shares.

5. Rights Attaching to Shares

5.1 The holders of Ordinary Shares shall, subject to the provisions of these Regulations (including, without limitation, the rights attaching to any Preference Shares that

may be authorised for issue in the future by the Board pursuant to Regulation 5.2):

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time declare;

(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon

any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

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5.2 Subject to the Act and obtaining prior approval for the issuance of such shares by special resolution of the Members in general meeting pursuant to Regulation 3.1,

the Board is authorised to provide for the issuance of one or more classes of preference shares in one or more series (the "Preference Shares"), and to establish

from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications,

limitations, and restrictions of the shares of each class (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be

deemed to vary the rights attached to the Ordinary Shares). Subject to obtaining prior approval for the issuance of such shares by resolution of the Members in

general meeting pursuant to Regulation 3.1, the authority of the Board with respect to each class shall include, but not be limited to, determination of the following:

(a) the number of shares constituting that series and the distinctive designation of that series;

(b) the dividend rate on the shares of that class, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if

any, of the payment of dividends on shares of that series;

(c) whether that class shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;

(d) whether that class shall have conversion or exchange privileges (including, without limitation, conversion into Ordinary Shares), and, if so, the terms and

conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall

determine;

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(e) whether or not the shares of that class shall be redeemable or repurchaseable, and, if so, the terms and conditions of such redemption or repurchase,

including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or

after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary

under different conditions and at different redemption or repurchase dates;

(f) whether that class shall have a sinking fund for the redemption or repurchase of shares of that class, and, if so, the terms and amount of such sinking fund;

(g) the right of the shares of that class to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon

the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other

distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;

(h) the rights of the shares of that class in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights

of priority, if any, of payment in respect of shares of that class; and

(i) any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.

5.3 Any Redeemable Preference Shares of any class which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible

or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status as such class of shares so converted into or

exchanged of such class, subject to obtaining prior approval for the issuance of such shares by special resolution of the Members in general meeting pursuant to

Regulation 3.1.

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5.4 At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue

securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms,

conditions and other provisions as are fixed by the Board, including, without limiting the generality of this authority, conditions that preclude or limit any person or

persons owning or offering to acquire a specified number or percentage of the issued Ordinary Shares, other shares, option rights, securities having conversion or

option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights,

securities having conversion or option rights, or obligations.

5.5 All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where

required by the Act and any other applicable laws and regulation, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the

share capital, or shares, of the Company.

6. Calls on Shares

6.1 The Board may make such calls as it thinks fit upon the Members in respect of any monies unpaid on the shares allotted to or held by such Members (and not made

payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the

discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was

payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such

calls.

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6.2 Any amount which by the terms of allotment of a share becomes payable upon issue or at any fixed date shall for the purposes of these Regulations be deemed to be

an amount on which a call has been duly made and payable, on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment, all

the relevant provisions of these Regulations as to payment of interest, costs, and expenses, forfeiture or otherwise shall apply as if such amount had become

payable by virtue of a duly made and notified call.

6.3 The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

6.4 The Company may make arrangements on the issue of shares for varying the amounts and times of payment of calls as between Members.

6.5 The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such Member, although no part of that

amount has been called up or become payable.

7. Forfeiture of Shares

7.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time

thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as

circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

Hafnia Limited (the “Company”)

You have failed to pay the call of [amount of call] made on [insert date], in respect of the [number] share(s) [number in figures] standing in your

name in the Register of Members of the Company, on [insert date], the day appointed for payment of such call. You are hereby notified that unless

you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [insert date] at the registered office of the

Company the share(s) will be liable to be forfeited.

Dated [insert date]

[Signature of Secretary] By Order of the Board

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7.2 If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect

thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the

Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal

permitted by and consistent with these Regulations and the Act.

7.3 A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or

shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

7.4 The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and

conditions, a surrendered share shall be treated as if it had been forfeited.

8. Share Certificates

8.1 Subject to the Act, no share certificates shall be issued by the Company unless, in respect of a class of shares, the Board has either for all or for some holders of

such shares (who may be determined in such manner as the Board thinks fit) determined that the holder of such shares may be entitled to share certificates. In the

case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

8.2 Subject to being entitled to a share certificate under the provisions of Regulation 8.1, the Company shall complete and have ready for delivery the appropriate share

certificate in connection with the allotment or transfer (as the case may be) within (i) 60 days after the allotment of any of its shares or (ii) 30 days after the date on

which a transfer (other than in Regulation 13.5) of its shares is lodged with the Company.

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8.3 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed, the Board may cause a new certificate to be

issued and request an indemnity for the lost certificate if it sees fit.

8.4 Notwithstanding any provisions of these Regulations:

(a) the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system

concerned, have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of

book-entry shares including, without limitation, by means of a Depository or any other relevant system, and to the extent such arrangements are so

implemented, no provision of these Regulations shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of

shares in uncertificated form. The Board may from time to time take such actions and do such things as the Board may in its absolute discretion think fit in

relation to the operation of any such arrangements;

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(b) the Board shall have the power to transfer shares of the Company (including, without limitation, legal title to any shares of the Company) held by any

holder thereof to or from any Depository or any other relevant system in connection with a listing or admission, or upon any delisting or ceasing of any

admission, to trading of shares of the Company (or beneficial interests, depository interests or any such other interests in shares of the Company) on an

appointed stock exchange. Each Member authorises and grants the Board, and any person appointed and/or authorised by the Board, the power to act as

agent of such Member to sign any instrument of transfer, if necessary or desirable, in respect of any transfer of shares pursuant to this Regulation 8.4 for

and on behalf of the Member. Such instrument of transfer shall be effective as if it had been executed by the registered holder and title of the transferee

shall not be invalidated by reason of any irregularity or invalidity of proceedings related thereto. Notice shall be given to a Member before transferring such

Member’s share(s) to any Depository or any other relevant system, provided that an accidental omission to give notice to, or the non-receipt of a notice by,

any person entitled to receive such notice shall not invalidate any such transfer. A Member may request by written notice to the Secretary for the Board: (i)

to not transfer such Member’s shares to any Depository or any other relevant system pursuant to this Regulation; and/or (ii) to subsequently transfer such

Member’s shares to or from any such Depository or any other relevant system in accordance with such rules, regulations, facilities and requirements of any

such Depository or such other relevant system; and

(c) unless otherwise determined by the Board and as permitted by the Act and any other applicable laws and regulations, no person shall be entitled to receive

a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share

may be made otherwise than by a written instrument.

REGISTRATION OF SHARES

9. Register of Members

9.1 The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. Subject to the Statutes and

any applicable rules of the Stock Exchange, the Company may keep one or more branch registers in any place in or outside of Singapore, and the Board may make,

amend and revoke any such regulations as it may think fit respecting the keeping of such branch registers.

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9.2 Subject to, and in accordance with, the Statutes and any applicable rules of the Stock Exchange and unless the Board otherwise approves (which approval may be

on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which approval the Board shall, without

giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register of Members shall be transferred to any branch

register of Members nor shall shares on any branch register of Members be transferred to the Register of Members or any other branch register of Members and all

transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register of Members, at the relevant

Registration Office, and, in the case of any shares on the Register of Members, at the Office or such other place at which the Register of Members is kept in

accordance with the Statutes.

9.3 The Register of Members shall be open to inspection without charge at the registered office of the Company or in the case of a branch register at the Registration

Office accessible via the registrar of the Company, or such other place at which the Register of Members is kept in accordance with the Statutes on every business

day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register

of Members, including any overseas or local or other branch register may, after notice has been given by advertisement in an appointed newspaper or any other

newspapers in accordance with the requirements of any Stock Exchange or by any electronic means in such manner as may be accepted by the Stock Exchange to

that effect be closed for any time or times not exceeding in the whole thirty days in each year.

9.4 The shares may be registered with the Depository system or any other relevant system as branch register, and if necessary shares may be registered in the Register

of Members in the name of the registrar of the Company. For the avoidance of doubt, no provision of this Constitution shall be construed as imposing any restriction

on the transfer of shares or any beneficial interests in the shares, as the case may be, in the Depository system facilitating the trading of shares or beneficial interest

in the shares, as the case may be, on any Stock Exchange.

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10. Disclosure of Interests in Company Securities

10.1 Members shall make such notifications to the Company regarding their interests in Company Securities as they are required to make under all applicable rules and

regulations to which the Company is subject.

10.2 The provisions of Regulation 10.1 are in addition to, and separate from, any other rights or obligations arising under the Act, these Regulations or otherwise.

11. Company Investigations and Consequences

11.1 The Board has power to serve a notice to require any Member or any other person it has reasonable cause to believe, as determined in the Board’s sole discretion, to

be interested in Company Securities (an “Interested Party”), to disclose to the Company the nature of such interest and any documents to verify the identity of the

Interested Party that the Board deems necessary.

11.2 If at any time the Board is satisfied that any Member or Interested Party has been duly served with a notice pursuant to Regulation 11.1 (a “Disclosure Notice”) and

is in default for the prescribed period set out in Regulation 11.6 in supplying to the Company the information thereby required, or, in purported compliance with a

Disclosure Notice, has made a statement which is false or inadequate in any material particular as determined by the Board in its sole discretion, then the Board may,

in its absolute discretion at any time thereafter serve a further notice (a “Direction Notice”) on the Member who was served with the relevant Disclosure Notice or

on the Member who holds the Company Securities in which the Interested Party who was served with the relevant Disclosure Notice appears to be interested to

direct that:

(a) in respect of the Company Securities in relation to which the default occurred (the “Default Securities”, which expression includes any Company Securities

issued after the date of the Disclosure Notice in respect of those Company Securities) the Member shall not be entitled to attend or vote either personally or

by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and

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(b) where the Default Securities represent at least 0.25 per cent (in nominal value) of the issued shares of their class, the Direction Notice may additionally

direct that in respect of the Default Securities:

(i) where an offer of the right to elect to receive Company Securities instead of cash in respect of any dividend or part thereof is or has been made by

the Company, any election made thereunder by such Member in respect of such Default Securities shall not be effective; and/or

(ii) any dividend (or any part of a dividend) or other amount payable in respect of the Default Securities shall be withheld by the Company, which shall

have no obligation to pay interest on it, and such dividend or part thereof shall only be payable when the Direction Notice ceases to have effect to

the person who would but for the Direction Notice have been entitled to it; and/or

(iii) no transfer of any of the Company Securities held by any such Member shall be recognised or registered by the Board unless: (1) the transfer is an

excepted transfer (as defined in Regulation 11.6); or (2) the Member is not himself in default as regards supplying the requisite information required

under this Regulation and, when presented for registration, the transfer is accompanied by a certificate by the Member in a form satisfactory to the

Board to the effect that after due and careful enquiry the Member is satisfied that none of the Company Securities, which are the subject of the

transfer, are Default Securities.

11.3 The Company shall send the Direction Notice to each person appearing to be interested in the Default Securities, but the failure or omission by the Company to do

so shall not invalidate such notice.

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11.4 Any Direction Notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of:

(a) notice that the Default Securities are subject to an excepted transfer (as defined in Regulation 11.6), but only in relation to those Default Securities which are

subject to such excepted transfer and not to any other Company Securities covered by the same Direction Notice; or

(b) all the information required by the relevant Disclosure Notice, in a form satisfactory to the Board.

11.5 The Board may at any time send a notice cancelling a Direction Notice if it determines in its sole discretion that it is appropriate to do so.

11.6 For the purposes of Regulations 10 and 11:

(a) the “prescribed period” is 14 days from the date the Disclosure Notice is deemed served;

(b) a reference to a person being “interested” or having an “interest” in Company Securities includes an interest of any kind whatsoever in the Company

Securities;

(i) it is a transfer of Company Securities pursuant to an acceptance of an offer to acquire all the shares, or all the shares of any class or classes, in the

Company (other than Company Securities, which at the date of the offer are already held by the offeror), being an offer on terms, which are the

same in relation to all the Company Securities to which the offer relates or, where those Company Securities include Company Securities of

different classes, in relation to all the Company Securities of each class; or

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(ii) a transfer, which is shown to the satisfaction of the Board to be made in consequence of a sale of the whole of the beneficial interest in the

Company Securities to a person who is not connected with the Member who has been served with the Disclosure Notice and with any other

person appearing to be interested in the Default Securities; or

(iii) a transfer in consequence of a bona fide sale made on an appointed stock exchange upon which shares of the Company are listed or admitted to

trading.

11.7 Where a person who appears to be interested in Company Securities has been served with a notice pursuant to Regulation 11.1, and the Company Securities in

which he appears to be interested are held by a depository or a nominee approved as such by the Board (an “Approved Depository” and an “Approved Nominee”

respectively), the provisions of Regulation 11.1 will be treated as applying only to the Company Securities which are held by the Approved Depository or Approved

Nominee in which that person appears to be interested and not (so far as that person’s apparent interest is concerned) to any other Company Securities held by the

Approved Depository or Approved Nominee.

11.8 While the Member on which a notice pursuant to Regulation 11.1 is served is an Approved Depository or Approved Nominee, the obligations of the Approved

Depository or Approved Nominee as a Member will be limited to disclosing to the Company any information relating to a person who appears to be interested in the

Company Securities held by it, which has been recorded by it in accordance with the arrangement under which it was appointed as an Approved Depository or

Approved Nominee by the Board.

12. Registered Holder Absolute Owner

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim

or other claim to, or interest in, such share on the part of any other person.

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13. Transfer of Registered Shares

13.1 Subject to the Act and to such of the restrictions contained in these Regulations as may be applicable, any Member may transfer all or any of his shares by an

instrument of transfer in the usual common form or in any other form which the Board may approve. No such instrument shall be required on the redemption of a

share or on the purchase by the Company of a share. All transfers of book-entry shares shall be made in accordance with and be subject to the facilities and

requirements of the transfer of title to shares in that class by means of a Depository or any other relevant system concerned and, subject thereto, in accordance with

any arrangements made by the Board pursuant to Regulation 8.

13.2 An instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a

fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such

share until the same has been registered as having been transferred to the transferee in the Register of Members.

13.3 The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares (if one has been issued) to which it

relates and by such other evidence as the Board may reasonably require to prove the right of the transferor to make the transfer.

13.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by

them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

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13.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid or in accordance

with Regulation 11.2. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or

agency in Singapore have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within 30 days after the date on which the

transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

13.6 The Board may refuse to register the transfer of any share, and may direct the registrar and/or transfer agent of the Company to decline (and such registrar and/or

transfer agent of the Company, to the extent it is able to do so, shall decline if so requested) to register the transfer of any interest in a share held through a

Depository, where such transfer is not in accordance with Regulation 11.2 or where such transfer would, in the opinion of the Board, be likely to result in 50% or more

of the aggregate issued and outstanding share capital of the Company, or shares of the Company to which are attached 50% or more of the votes of all issued and

outstanding shares of the Company, being held or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway or, alternatively,

such shares being effectively connected to a Norwegian business activity, or the Company otherwise being deemed a Controlled Foreign Company as such term is

defined pursuant to Norwegian tax legislation.

13.7 Subject to Regulation 13.6, but notwithstanding anything to the contrary in these Regulations, Company Securities that are listed or admitted to trading on a Stock

Exchange may be transferred in accordance with the rules and regulations of such Stock Exchange. All transfers of shares registered with a Depository shall be made

in accordance with and be subject to the facilities and requirements of the transfer of title to shares in that class by means of the Depository or any other relevant

system concerned and, subject thereto, in accordance with any arrangements made by the Board.

13.8 The Board in its absolute discretion may transfer shares, and register the transfer of such shares, pursuant to Regulation 8.4.

14. Transmission of Registered Shares

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14.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the

deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased

Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been

jointly held by such deceased Member with other persons. Subject to the provisions of the Act, for the purpose of this Regulation, legal personal representative

means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to

deal with the shares of a deceased Member.

14.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the

Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall

execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

Hafnia Limited (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s)

standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered

myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly

transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the

conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to

the same conditions.

DATED this [insert date]

Signed by: In the presence of:

Transferor

Witness

Transferee

Witness

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14.3 On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the

transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it

would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

14.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder

or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case

of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

15. Power to Alter Capital

15.1 Subject to the Statutes and rules of the Stock Exchange, the Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide,

change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner.

15.2 Where, on any alteration or reduction of share capital, or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks

fit.

16. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of

that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with

the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary

quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any

class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation

or issue of further shares ranking pari passu therewith.

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DIVIDENDS AND CAPITALISATION

17. Dividends

17.1 The Company may by ordinary resolution declare final dividends, but no such dividend shall exceed the amount recommended by the Board.

17.2 Subject to the Act, the Board may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the

Company.

17.3 The Board may, subject to these Regulations and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares

held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets.

No unpaid dividend shall bear interest as against the Company.

17.4 The Board may fix any date as the record date for determining the Members entitled to receive any dividend.

17.5 The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

17.6 The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No

unpaid distribution shall bear interest as against the Company.

17.7 Notwithstanding anything in this Constitution, no dividend (final or interim) shall be paid to shareholders except out of the profits of the Company.

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18. Power to Set Aside Profits

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet

contingencies or for equalising dividends or for any other purpose.

19. Method of Payment

19.1 Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid through a Depository system or any other relevant system, by cheque

or bank draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the

Member may direct in writing, or by transfer to such account as the Member may direct in writing.

19.2 In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or bank draft sent through

the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in

writing, or by transfer to such account as the joint holders may direct in writing. If two or more persons are registered as joint holders of any shares any one can give

an effectual receipt for any dividend paid in respect of such shares.

19.3 The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or

otherwise.

19.4 Any dividend and/or other monies payable in respect of a share which has remained unclaimed for six years from the date when it became due for payment shall, if

the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a

share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a

trustee in respect thereof.

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19.5 The Company shall be entitled to cease sending dividend cheques and bank drafts by post or otherwise to a Member if those instruments have been returned

undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to

establish the Member’s new address. The entitlement conferred on the Company by this Regulation in respect of any Member shall cease if the Member claims a

dividend or cashes a dividend cheque or bank draft.

MEETINGS OF MEMBERS

20. Annual General Meetings

Subject to the provisions of the Act, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the president of the

Company (if any) or the Chairman or the Board shall appoint.

21. Extraordinary General Meetings

The president of the Company (if any) or the Chairman or the Board may convene an extraordinary general meeting of the Company whenever in their judgment such a

meeting is necessary.

22. Requisitioned General Meetings

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the

Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene an extraordinary general meeting and the provisions of the

Act shall apply.

23. Notice

23.1 Subject to the Statutes, at least 14 days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day of the

annual general meeting) of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the

meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

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23.2 Subject to the Statutes, at least 14 days’ notice in writing (exclusive both of the day on which the notice is served or deemed to be served and of the day of the

extraordinary general meeting) of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and

the general nature of the business to be considered at the meeting.

23.3 The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting, provided that if the

Board fixes a different date as the date for determining Members entitled to vote at any general meeting such date may not be more than 5 days before the date fixed

for the meeting.

23.4 A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Regulations, be deemed to have been properly called if it is so

agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the

right to attend and vote at the meeting, being a majority together holding not less than 95% of the total voting rights of all the members who have a right to attend

and vote thereat in the case of an extraordinary general meeting.

23.5 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not

invalidate the proceedings at that meeting.

24. Giving Notice and Access

24.1 A notice may be given by the Company to a Member:

(a) by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

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(b) by sending it by post to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served five days after

the date on which it is deposited, with postage prepaid, in the mail; or

(c) by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days

after the date on which it is deposited, with courier fees paid, with the courier service; or

(d) by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by

such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary

course be transmitted; or

(e) by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the

notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.

24.2 Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named

first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

24.3 In proving service under Regulations 24.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by

courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

25. Electronic Participation and Security in Meetings

25.1 Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the

meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such

meeting.

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25.2 The Board may, and at any general meeting, the chairman of such meeting may, make any arrangement and impose any requirement or restriction it or he considers

appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the

meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the

chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

26. Quorum at General Meetings

26.1 At any general meeting two or more persons present in person throughout the meeting and representing in person or by proxy in excess of 33% of the total issued

and outstanding voting shares in the Company shall form a quorum for the transaction of business.

26.2 If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be

deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or

place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of

the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Regulations.

27. Chairman to Preside at General Meetings

The 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, the chairman of the general meeting shall be appointed or elected by those present

at the meeting and entitled to vote.

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28. Voting on Resolutions

28.1 Subject to the Act and these Regulations, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative

votes of a majority of the votes cast in accordance with these Regulations and in the case of an equality of votes the resolution shall fail.

28.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls or other sums personally payable on all shares held by such

Member.

28.3 At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or

restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Regulations, every Member present in person and every

person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand.

28.4 In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall

direct the manner in which such Member may cast his vote on a show of hands.

28.5 At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed

amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

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28.6 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried

unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to

these Regulations, be conclusive evidence of that fact.

28.7 Notwithstanding anything in this Constitution, the Company shall not carry into effect any proposals for disposing of the whole or substantially the whole of the

Company’s undertaking or property unless those proposals have been approved by the Members at a general meeting via the affirmative vote of at least 75% of the

issued and outstanding voting shares of the Company.

29. Power to Demand a Vote on a Poll

29.1 Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a) the chairman of such meeting; or

(b) at least five Members present in person or represented by proxy; or

(c) any Member or Members present in person or represented by proxy and holding between them not less than 5% of the total voting rights of all the

Members having the right to vote at such meeting; or

(d) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being

shares on which an aggregate sum has been paid up equal to not less than 5% of the total amount paid up on all such shares conferring such right.

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29.2 Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall

have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described

herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such

manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and

shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all

his votes or cast all the votes he uses in the same way.

29.3 A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other

question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other

than that upon which a poll has been demanded may be conducted pending the taking of the poll.

29.4 Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote

in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or

initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other

communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and

votes cast in accordance with such directions shall be examined and counted by one or more scrutineers appointed by the Board or, in the absence of such

appointment, by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall

be declared by the chairman of the meeting.

30. Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint

holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

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31. Instrument of Proxy

31.1 A Member may appoint a proxy by:

(a) an instrument in writing in substantially the following form or such other form as the Board may determine from time to time or the Board or the chairman of

the meeting shall accept:

Proxy

Hafnia Limited (the “Company”)

I/We, [insert names here], being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of

[address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on the [insert date] and at any adjournment thereof. (Any

restrictions on voting to be inserted here.)

Signed this [insert date]

Member(s)

; or

(b) such telephonic, electronic or other means as may be approved by the Board from time to time.

31.2 The appointment of a proxy must be received by the Company at the registered office or by the registrar of the Company or at such other place or in such manner as

is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the

appointment proposes to vote, and appointment of a proxy which is not received in the manner so permitted shall be invalid.

31.3 A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

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31.4 The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

32. Representation of Corporate Member

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so

authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual

Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

33. Adjournment of General Meeting

33.1 The chairman of a general meeting at which a quorum is present may, with the consent of the Members holding a majority of the voting rights of those Members

present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy), adjourn

the meeting.

33.2 The chairman of a general meeting may adjourn the meeting to another time and place without the consent or direction of the Members if it appears to him that:

(a) it is likely to be impractical to hold or continue that meeting because of the number of Members wishing to attend who are not present; or

(b) the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

33.3 Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the

resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Regulations.

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34. Directors Attendance at General Meetings

The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

35. Election of Directors

35.1 The Board shall consist of not less than three Directors or such number in excess thereof as the Members may determine. The Board shall be elected or appointed,

except in the case of a casual vacancy, at the annual general meeting of the Members or at any extraordinary general meeting of the Members called for that purpose.

35.2 Only persons who are proposed or nominated in accordance with this Regulation shall be eligible for election as Directors. Any Member, the Board or the

nomination committee may propose any person for re-election or election as a Director. Where any person, other than a Director retiring at the meeting or a person

proposed for re-election or election as a Director by the Board or the nomination committee, is to be proposed for election as a Director, notice must be given to the

Company of the intention to propose him and of his willingness to serve as a Director. Where a Director is to be elected:

(a) at an annual general meeting, such notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual general

meeting or, in the event the annual general meeting is called for a date that is not 30 days before or after such anniversary, the notice must be given not later

than 10 days following the earlier of the date on which notice of the annual general meeting was posted to Members or the date on which public disclosure

of the date of the annual general meeting was made; and

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(b) at an extraordinary general meeting, such notice must be given not later than 10 days following the earlier of the date on which notice of the extraordinary

general meeting was posted to Members or the date on which public disclosure of the date of the extraordinary general meeting was made.

35.3 Where persons are validly proposed for re-election or election as a Director, the persons receiving the most votes (up to the number of Directors to be elected) shall

be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Directors.

35.4 The Company in general meeting may appoint a nomination committee (the “nomination committee”), comprising such number of persons as the Members may

determine in general meeting from time to time, and members of the nomination committee shall be appointed by resolution of the Members. Members, the Board and

members of the nomination committee may suggest candidates for the election of Directors and members of the nomination committee to the nomination committee

provided such suggestions are in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting

from time to time and Members, Directors and the nomination committee may also propose any person for election as a Director in accordance with Regulations 35.2

and 35.3. The nomination committee may or may not recommend any candidates suggested or proposed by any Member, the Board or any member of the nomination

committee in accordance with any nomination committee guidelines or corporate governance rules adopted by the Company in general meeting from time to time.

The nomination committee may provide recommendations on the suitability of candidates for the Board and the nomination committee, as well as the remuneration of

the members of the Board and the nomination committee. The Members at any general meeting may stipulate guidelines for the duties of the nomination committee.

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36. Term of Office of Directors

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.

37. Alternate Directors

37.1 At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to

appoint such Alternate Directors.

37.2 Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the

Secretary.

37.3 Any person elected or appointed pursuant to this Regulation shall have all the rights and powers of the Director or Directors for whom such person is elected or

appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.

37.4 An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such

Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom

such Alternate Director was appointed.

37.5 An Alternate Director’s office shall terminate –

(a) in the case of an alternate elected or appointed by the Members or the Board:

(i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected or

appointed to act, would result in the termination of that Director’s directorship; or

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(ii) if the Director for whom he was elected or appointed in the alternative ceases for any reason to be a Director, provided that the alternate whose

office terminates in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and

(b) in the case of an alternate appointed by a Director:

(i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination

of the appointor’s directorship; or

(ii) when the Alternate Director’s appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to

terminate; or

(iii) if the Alternate Director’s appointor ceases for any reason to be a Director.

38. Removal of Directors

38.1 Subject to the Statutes and any provision to the contrary in these Regulations, the Members entitled to vote for the election of Directors may, with 28 days' notice, at

any extraordinary general meeting convened and held in accordance with these Regulations, remove a Director, provided that the notice of any such meeting

convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director immediately on the Company's

receipt of notice of an intended resolution to remove a director, and at such meeting the Director shall be entitled to be heard on the motion for such Director's

removal.

38.2 If a Director is removed from the Board under this Regulation the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of

such election or appointment, the Board may fill the vacancy.

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39. Vacancy in the Office of Director

39.1 The office of Director shall be vacated if the Director:

(a) is removed from office pursuant to these Regulations or is prohibited or disqualified from being a Director by law;

(b) is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(d) resigns his office by notice to the Company.

39.2 The Members in general meeting or the Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the

death, disability, disqualification or resignation of any Director or as a result of an increase in the size of the Board and to appoint an Alternate Director to any

Director so appointed, provided that any such Director appointed by the Board shall hold office only until the next annual general meeting or until their successors

are elected or appointed or their office is otherwise vacated.

40. Remuneration of Directors

The remuneration (if any) of the Directors shall be determined by the Company in general meeting whereby such resolution to provide or improve the remuneration (if any) of

the Directors shall be approved as a resolution that is not related to other matters. The remuneration (if any) of the Directors shall be deemed to accrue from day to day. The

Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, meetings of any committee

appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally.

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41. Defect in Appointment

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its

powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person

acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in

the relevant capacity.

42. Directors to Manage Business

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the

Company as are not, by the Act or by these Regulations, required to be exercised by the Company in general meeting.

43. Powers of the Board of Directors

Without prejudice to Regulation 42, the Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled

capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the

Company or any third party;

(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise

and administer all of the general business and affairs of the Company;

(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems

appropriate for the transaction or conduct of such business;

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(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the

Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and

subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing

with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so

vested in the attorney;

(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company and listing of the shares of the Company;

(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely

of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and

proceedings of any such committee shall be governed by the provisions of these Regulations regulating the meetings and proceedings of the Board, so far as the

same are applicable and are not superseded by directions imposed by the Board;

(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law;

(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed,

agreement, document or instrument on behalf of the Company; and

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(l) take all necessary or desirable actions within its control to ensure that the Company is not deemed to be a Controlled Foreign Company as such term is defined

pursuant to Norwegian tax legislation.

44. Register of directors, chief executive officers, secretaries and auditors

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors, Register of Members, Register of Chief Executive

Officers, Register of Secretaries and Register of Auditors and shall enter therein the particulars required by the Act.

45. Appointment of Officers

The Chairman shall be appointed by the Members from amongst the Directors. The Board may appoint such other Officers (who may or may not be Directors) as the Board

may determine for such terms as the Board deems fit.

46. Appointment of Secretary

The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit.

47. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to

time.

48. Remuneration of Officers

Subject to the Act and this Constitution, the Officers shall receive such remuneration as the Board may determine.

49. Conflicts of Interest

49.1 Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to

the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a

Director’s firm, partner or company to act as Auditor to the Company.

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49.2 A Director or chief executive officer who is directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of such

interest as required by the Act.

49.3 Subject to the Act, following a declaration being made pursuant to this Regulation, and unless disqualified by the chairman of the relevant Board meeting, a Director

may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

49.4 Notwithstanding Regulation 49.3 and save as provided herein, a Director shall not vote, be counted in the quorum or act as chairman at a meeting in respect of (A)

his appointment to hold any office or place of profit with the Company or any body corporate or other entity in which the Company owns an equity interest or (B)

the approval of the terms of any such appointment or of any contract or arrangement in which he is materially interested (otherwise than by virtue of his interest in

shares, debentures or other securities of the Company), provided that, a Director shall be entitled to vote (and be counted in the quorum and act as chairman) in

respect of any resolution concerning any of the following matters, namely:

(a) the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him for the benefit of the Company; or

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(b) any proposal concerning any other body corporate in which he is interested directly or indirectly, whether as an officer, shareholder, creditor or otherwise,

provided that he is not the holder of or beneficially interested (other than as a bare custodian or trustee in respect of shares in which he has no beneficial

interest) in more than 1% of any class of the issued share capital of such body corporate (or of any third body corporate through which his interest is

derived) or of the voting rights attached to all of the issued shares of the relevant body corporate (any such interest being deemed for the purpose of this

Regulation to be a material interest in all circumstances); and

in the case of an Alternate Director, an interest of a Director for whom he is acting as alternate shall be treated as an interest of such Alternate Director in addition to

any interest which the Alternate Director may otherwise have.

49.5 If any question shall arise at any meeting as to the materiality of the Director’s interest or as to the entitlement of any Director to vote, and such question is not

resolved by such Director voluntarily agreeing to abstain from voting and not be counted in the quorum of such meeting, such question shall be referred to the

chairman of the meeting (except in the event the Director is also the chairman of the meeting, in which case the question shall be referred to the other Directors

present at the meeting) and his (or their, as the case may be) ruling in relation to such Director shall be final and conclusive, except in a case where the nature or

extent of the interest of the Director concerned has not been fully disclosed.

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50. Indemnification and Exculpation of Directors and Officers

50.1 The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the

Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every

one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an “indemnified party”), shall be indemnified and

secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs,

executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or

supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them

or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or

may be lodged or deposited for safe custody, or for deficiency of title to any property acquired by order of the Board for or on behalf of the Company, or for

insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any loss or damage

arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited or left or for any other loss,

misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend

to any matter in respect of any negligence, default, breach of duty, breach of trust, fraud or dishonesty in relation to the Company which may attach to any of the

indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company,

against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the

performance of his duties with or for the Company or any subsidiary thereof, including to the maximum extent possible under applicable law any liability arising from

or in connection with a responsibility statement signed by any Director or Officer in relation to a prospectus, registration statement or similar document, PROVIDED

THAT such waiver shall not extend to any matter in respect of any negligence, default, breach of duty, breach of trust, fraud or dishonesty in relation to the

Company which may attach to such Director or Officer.

50.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a

Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any

negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty, in relation to the Company or any subsidiary thereof, except

when the indemnity is against —

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(a) any liability of the officer to pay —

(i) a fine in criminal proceedings; or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however

arising); or

(b) any liability incurred by the officer —

(i) in defending criminal proceedings in which he or she is convicted;

(ii) in defending civil proceedings brought by the Company or any Subsidiary thereof in which judgment is given against him or her; or

(iii) in connection with an application for relief in which the court refuses to grant him or her relief.

50.3 The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal

proceedings against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is

proved against him.

MEETINGS OF THE BOARD OF DIRECTORS

51. Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Subject to these Regulations, a resolution put to the vote at a

Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

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52. Notice of Board Meetings

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a

Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other

mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for

this purpose.

53. Electronic Participation in Meetings

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to

communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

54. Quorum at Board Meetings

The quorum necessary for the transaction of business at a Board meeting shall be a majority of the Directors then in office.

55. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Regulations as the quorum

necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii)

preserving the assets of the Company.

56. Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending a Board meeting, the Chairman or the president of the Company, if there be one, shall act as chairman at all

Board meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

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57. Written Resolutions

A resolution in writing signed by at least 66% of the Directors shall be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and

held provided that such number of Directors approving the resolution is sufficient to constitute a quorum and that a copy of such resolution has been given or the contents

thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given

by these Regulations and further provided that no Director approving the resolution is aware of or has received any objection to the resolution from any Director. Such

resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or Alternate Directors and for this purpose a

facsimile signature of a Director or an Alternate Director shall be treated as valid.

58. Validity of Prior Acts of the Board

No regulation or alteration to these Regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that

regulation or alteration had not been made.

CORPORATE RECORDS

59. Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Members, Board meetings, and meetings of committees appointed by the Board.

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60. Place Where Corporate Records Kept

Minutes prepared in accordance with the Act and these Regulations shall be kept by the Secretary at the registered office of the Company.

61. Form and Use of Seal

61.1 The Company may adopt a common seal in such form as the Board may determine. Subject to the Act, the Board may adopt one or more official and/or duplicate

seals for use in or outside Singapore provided that the duplicate seal must be a facsimile of the common seal of the Company with the addition on its face of the

words "Share Seal" and the official seal must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used and the

person affixing any such official seal must, in writing under his or her hand, certify on the instrument to which it is affixed the date on which and the place at which it

is affixed.

61.2 Subject to Regulation 61.1, every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary, a second Director

or some other person appointed by the Directors for the purpose. For the avoidance of doubt, notwithstanding anything in these presents, any instrument or

document that is required to be under or executed under the Seal shall be deemed to have satisfied that requirement of execution under the Seal if it is so executed in

a manner as authorised by the Act, and in particular, Section 41B and 41C of the Act.

ACCOUNTS

62. Records of Account

62.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

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(b) all sales and purchases of goods by the Company; and

62.2 Such records of account shall be kept at the registered office of the Company or subject to the Act, at such other place as the Board thinks fit and shall be available

for inspection by the Directors during normal business hours.

62.3 Such records of account shall be retained for a minimum period of five years from the date on which they are prepared.

63. Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31

December in each year.

AUDITS

64. Annual Audit

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

65. Appointment of Auditor

65.1 Subject to the Act, the Members shall appoint an auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed.

65.2 The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the

Company.

66. Remuneration of Auditor

66.1 The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine.

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66.2 The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Regulations or the Act, shall be fixed by the Board.

67. Duties of Auditor

67.1 The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written

report thereon in accordance with generally accepted auditing standards.

67.2 The generally accepted auditing standards referred to in this Regulation may be those of a country or jurisdiction other than Singapore or such other generally

accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted

auditing standards used.

68. Access to Records

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the

Directors or Officers for any information in their possession relating to the books or affairs of the Company.

69. Financial Statements and the Auditor’s Report

The financial statements and/or the auditor’s report as required by the Act shall be laid before the Members at the annual general meeting.

70. Vacancy in the Office of Auditor

Subject to the Act, the Company may fill any casual vacancy in the office of the auditor.

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BUSINESS COMBINATIONS

71. Business Combinations

71.1 (a) Any Business Combination with any Interested Shareholder within a period of three years following the time of the transaction in which the person became

an Interested Shareholder must be approved by the Board and authorised at an annual or extraordinary general meeting, by the affirmative vote of at least

75% of the issued and outstanding voting shares of the Company that are not owned by the Interested Shareholder unless:

(i) prior to the time that the person became an Interested Shareholder, the Board approved either the Business Combination or the transaction which

resulted in the person becoming an Interested Shareholder; or

(ii) upon consummation of the transaction which resulted in the person becoming an Interested Shareholder, the Interested Shareholder owned at

least 85% of the issued and outstanding voting shares of the Company at the time the transaction commenced, excluding for the purposes of

determining the number of shares issued and outstanding those shares owned (i) by persons who are Directors and also Officers and (ii) employee

share plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender

or exchange offer.

(b) The restrictions contained in this Regulation 71 shall not apply if:

(i) a Member becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that

the Member ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business

Combination between the Company and such Member, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or

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(ii) the Business Combination is proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or

the notice required hereunder of, a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is

with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with

the approval of the Board; and (iii) is approved or not opposed by a majority of the members of the Board then in office (but not less than one)

who were Directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or

elected to succeed such Directors by resolution of the Board approved by a majority of such Directors. The proposed transactions referred to in

the preceding sentence are limited to:

a. a merger, amalgamation or consolidation of the Company (except a merger or amalgamation in respect of which, pursuant to the Act, no vote of

the Members is required);

b. a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a

dissolution or otherwise, of assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company

(other than to the Company or any entity directly or indirectly wholly-owned by the Company) having an aggregate market value equal to 50%

or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market

value of all the issued and outstanding shares of the Company; or

c. a proposed tender or exchange offer for 50% or more of the issued and outstanding voting shares of the Company.

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The Company shall give not less than 20 days’ notice to all Interested Shareholders prior to the consummation of any of the transactions described in

subparagraphs a or b of the second sentence of this paragraph (ii).

(i) "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, another person;

(ii) "associate", when used to indicate a relationship with any person, means: (i) any company, partnership, unincorporated association or other entity

of which such person is a director, officer or partner or is, directly or indirectly, the owner of 15% or more of any class of voting shares; (ii) any

trust or other estate in which such person has at least a 15% beneficial interest or as to which such person serves as trustee or in a similar fiduciary

capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person;

(iii) "Business Combination", when used in reference to the Company and any Interested Shareholder of the Company, means:

a. any merger, amalgamation or consolidation of the Company or any entity directly or indirectly wholly-owned or majority-owned by the

Company, wherever incorporated, with (A) the Interested Shareholder or any of its affiliates, or (B) with any other company, partnership,

unincorporated association or other entity if the merger, amalgamation or consolidation is caused by the Interested Shareholder;

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b. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except

proportionately as a shareholder of the Company, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of

assets of the Company or of any entity directly or indirectly wholly-owned or majority-owned by the Company which assets have an

aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a

consolidated basis or the aggregate market value of all the issued and outstanding shares of the Company;

c. any transaction which results in the issuance or transfer by the Company or by any entity directly or indirectly wholly-owned or majority-

owned by the Company of any shares of the Company, or any share of such entity, to the Interested Shareholder, except: (A) pursuant to the

exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the Company, or shares of any

such entity, which securities were issued and outstanding prior to the time that the Interested Shareholder became such; (B) pursuant to a

merger or amalgamation with a direct or indirect entity wholly-owned by the Company solely for purposes of forming a holding company; (C)

pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or

convertible into shares of the Company, or shares of any such entity, which security is distributed, pro rata to all holders of a class or series of

shares subsequent to the time the Interested Shareholder became such; (D) pursuant to an exchange offer by the Company to purchase

shares made on the same terms to all holders of such shares; or (E) any issuance or transfer of shares by the Company; provided however,

that in no case under items (C)-(E) of this subparagraph shall there be an increase in the Interested Shareholder's proportionate share of any

class or series of shares;

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d. any transaction involving the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company which has the

effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into any class or

series of shares of the Company, or shares of any such entity, or securities convertible into such shares, which is owned by the Interested

Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any repurchase or redemption of any

shares not caused, directly or indirectly, by the Interested Shareholder; or

e. any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a shareholder of the Company), of any

loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subparagraphs a.-d. of this

paragraph) provided by or through the Company or any entity directly or indirectly wholly-owned or majority-owned by the Company;

(iv) "control", including the terms "controlling", "controlled by" and "under common control with", means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or

otherwise. A person who is the owner of 15% or more of the issued and outstanding voting shares of any company, partnership, unincorporated

association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the

contrary; provided that notwithstanding the foregoing, such presumption of control shall not apply where such person holds voting shares, in

good faith and not for the purpose of circumventing this provision, as an agent, bank, broker, nominee, custodian or trustee for one or more

owners who do not individually or as a group have control of such entity;

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(v) "Interested Shareholder" means any person (other than the Company and any entity directly or indirectly wholly-owned or majority-owned by the

Company) that (i) is the owner of 15% or more of the issued and outstanding voting shares of the Company, (ii) is an affiliate or associate of the

Company and was the owner of 15% or more of the issued and outstanding voting shares of the Company at any time within the three-year period

immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder or (iii) is an affiliate or

associate of any person listed in (i) or (ii) above; provided, however, that the term "Interested Shareholder" shall not include (i) any person whose

ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company unless such person referred

to in this proviso acquires additional voting shares of the Company otherwise than as a result of further corporate action not caused, directly or

indirectly, by such person; or (ii) BW Group Limited and/or its affiliates or associates. For the purpose of determining whether a person is an

Interested Shareholder, the voting shares of the Company deemed to be issued and outstanding shall include voting shares deemed to be owned

by the person through application of paragraph (viii) below, but shall not include any other unissued shares which may be issuable pursuant to

any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;

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(vi) "person" means any individual, company, partnership, unincorporated association or other entity;

(vii) "voting shares" means, with respect to any company, shares of any class or series entitled to vote generally in the election of directors, provided

that, when used in reference to a vote to approve a merger or amalgamation of the Company which the Act requires to be approved by the

Members, such term includes any shares entitled to vote on such matter pursuant to the Act, whether or not they are otherwise entitled to vote

and, with respect to any entity that is not a company, any equity interest entitled to vote generally in the election of the governing body of such

entity; and references to percentages of "voting shares" shall be read as references to shares carrying such percentages of votes;

(viii) "owner", including the terms "own" and "owned", when used with respect to any shares, means a person that individually or with or through any

of its affiliates or associates:

a. beneficially owns such shares, directly or indirectly; or

b. has (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any

agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;

provided, however, that a person shall not be deemed the owner of shares tendered pursuant to a tender or exchange offer made by such

person or any of such person's affiliates or associates until such tendered shares are accepted for purchase or exchange; or (B) the right to

vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner

of any shares because of such person's right to vote such shares if the agreement, arrangement or understanding to vote such shares arises

solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

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c. has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy

or consent as described in item (B) of subparagraph b of this paragraph), or disposing of such shares with any other person that beneficially

owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.

71.2 In respect of any Business Combination to which the restrictions contained in Regulation 71.1 do not apply but which the Act requires to be approved by the

Members:

(a) where such Business Combination has been approved by the Board, the necessary general meeting quorum and Members' approval shall be as set out in

Regulations 26 and 28 respectively; and

(b) where such Business Combination has not been approved by the Board, the necessary Members' approval shall require the affirmative vote of at least 75%

of all the issued and outstanding voting shares of the Company (unless a higher number is prescribed by the Act).

71.3 In respect of any merger or amalgamation which is not a Business Combination but which the Act requires to be approved by the Members:

(a) where such merger or amalgamation has been approved by the Board, the necessary general meeting quorum and Members' approval shall be as set out in

Regulations 26 and 28 respectively; and

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(b) where such merger or amalgamation has not been approved by the Board, the necessary Members' approval shall require the affirmative vote of at least 75%

of all the issued and outstanding voting shares of the Company.

VOLUNTARY WINDING-UP AND DISSOLUTION

72. Winding-Up

Subject to the Insolvency, Restructuring and Dissolution Act 2018 of Singapore, if the Company shall be wound up the liquidator may, with the sanction of a resolution of the

Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or

not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as

between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts

for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is

any liability.

CHANGES TO CONSTITUTION

73. Changes to Constitution

No Regulation shall be rescinded, altered or amended and no new Regulation shall be made until the same has been approved by a resolution of the Board and by a special

resolution of the Members.

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74. Authentication of Documents

Any Director, the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the

Company and any resolutions passed by the Company or the Directors, and any books, records, documents and accounts relating to the business of the Company, and to

certify copies of the same or extracts from them as true copies or extracts, and where any books, records, documents or accounts are elsewhere than at the registered office of

the Company, the local manager and other officer of the Company having custody of them shall be deemed to be a person appointed by the Directors according to this

Regulation. A document purporting to be a copy of a resolution of the Directors or an extract from the minutes of a meeting of Directors which is certified as such in

accordance with the provisions of the last preceding Regulation shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that

such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the Directors.

75. Personal Data

75.1 A member who is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal data is provided by

that Member or is collected through a third party) by the Company (or its agents or service providers) from time to time for any of the following purposes:

(a) implementation and administration of any corporate action by the Company (or its agents or service providers);

(b) internal analysis and/or market research by the Company (or its agents or service providers);

(d) administration by the Company (or its agents or service providers) of that Member’s holding of shares in the capital of the Company;

(e) implementation and administration of any service provided by the Company (or its agents or service providers) to the Members to receive notices of

meetings, annual reports and other shareholder communications and/or for appointment of proxies, whether by electronic transmission or otherwise;

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(f) processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any General

Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any

General Meeting (including any adjournment thereof);

(g) implementation and administration of, and compliance with, any provision of these Regulations;

(h) compliance with any applicable laws, regulations and/or guidelines; and

(i) purposes which are reasonably related to any of the above purposes.

75.2 Any Member who appoints a proxy and/or representative for any General Meeting and/or any adjournment thereof is deemed to have warranted that such Member

discloses the personal data of such proxy and/or representative to the Company (or its agents or service providers), that such Member has obtained the prior

consent of such proxy and/or representative for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such

proxy and/or representative for the purposes specified in Regulation 75.1(f), and is deemed to have agreed to indemnify the Company in respect of any penalties,

liabilities, claims, demands, losses and damages as a result of such Member’s breach of warranty.

EXCLUSIVE JURISDICTION

76. Exclusive Jurisdiction

In the event that any dispute arises concerning the Act or out of or in connection with this Constitution, including any question regarding the existence and scope of any

Regulation and/or whether there has been any breach of the Act or these Regulations by an Officer or Director (whether or not such a claim is brought in the name of a

Member or in the name of the Company), any such dispute shall be subject to the exclusive jurisdiction of the courts of Singapore. Unless the Company consents in writing

to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a

cause of action arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, of the United States of America.

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Exhibit 1.3

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Exhibit 2.2

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange of 1934

Hafnia Limited (the “Company”, “Hafnia”, “we”, “us”, and “our”) has the following class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

Title of class Trading Symbol Name of Exchange on which registered

Ordinary shares, no par value

HAFN

New York Stock Exchange

Capitalized terms used but not defined herein have the meanings given to them in Hafnia’s annual report on Form 20-F for the year ended December 31, 2024.

In addition to being registered on the New York Stock Exchange, our ordinary shares are listed on the Oslo Børs, whereon they trade under the ticker “HAFNI”.

The following description of our ordinary shares includes a summary of certain provisions of our constitution (the “Constitution”). The summary does not purport to be complete and is

qualified in its entirety by reference to our Constitution, which has been filed with the Securities Exchange Commission, and the applicable provisions of Singapore law. We encourage

you to refer to our Constitution for additional information.

General

As of December 31, 2024, we had 502,924,476 ordinary shares outstanding, no par value, and 9,639,056 treasury shares, no par value. Our ordinary shares are listed on the New York

Stock Exchange (“NYSE”) under the symbol “HAFN” and on the Oslo Børs under the symbol “HAFNI”.

A principal register of the Company’s members (the “Register of Members”) is maintained by the Company in Singapore. Subject to the Singapore Companies Act 1967 (the “Singapore

Companies Act”) and our Constitution, only persons who are registered in our Register of Members are recognized under Singapore law as holders of our shares and members of the

Company with legal standing under Singapore law to institute shareholder actions against us, our directors or our executive officers or otherwise seek to enforce their rights as members

of the Company (the “Members”) in the Singapore courts. Any such action would be subject to applicable Singapore laws. Broadridge Corporate Issuer Solutions, LLC (“Broadridge”)

acts as the Company’s transfer agent and registrar for our shares and maintains the Company’s branch register, which is located in the United States.

Our ordinary shares are held through the Depository Trust Company (the “DTC”). Accordingly, DTC or its nominee, Cede & Co., is the Member of record registered in our Register of

Members.

A holder of our ordinary shares held in book-entry interests through DTC or its nominee may become a registered Member of the Company by exchanging its interest in such shares for

certificated ordinary shares and being registered in our Register of Members in respect of such shares. The procedures by which a holder of book-entry interests held through the

facilities of the DTC may exchange such interests for certificated ordinary shares are determined by DTC (including the broker, bank, nominee or other institution that holds the shares

within DTC) and Broadridge, in accordance with their internal policies and guidelines regulating the withdrawal and exchange of book-entry interests for certificated ordinary shares. In

this regard, please note that the administrative process of becoming a registered member could result in delays that could be prejudicial to any legal proceeding or enforcement action.

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Under the Singapore Companies Act, if (a) the name of any person is without sufficient cause entered in or omitted from the register of members; or (b) default is made or unnecessary

delay takes place in entering in the register of members the fact of any person having ceased to be a member, the person aggrieved or any member or the company itself may apply to the

Singapore High Court (the “Singapore Court”) for rectification of the register of members. The Singapore Court may refuse the application or may order rectification of the register of

members and payment by the company of any damages sustained by any party to the application. The Singapore Court will not entertain any application for the rectification of a register

of members in respect of an entry which was made in the register of members more than 30 years before the date of the application.

Ordinary Shares

Our ordinary shares have no par value as there is no concept of par value and authorized share capital under Singapore law. All shares presently issued are fully paid and existing

Shareholders (as defined herein) are not subject to any calls on shares. Although Singapore law does not adopt the reference terms of “non-assessability” with respect to newly-issued

shares, we note that any subscriber of our ordinary shares who has fully paid up all amounts due with respect to such ordinary shares will not be subject under Singapore law to any

personal liability to contribute to our assets or liabilities in such subscriber’s capacity solely as a holder of such ordinary shares. We believe this interpretation is substantively

consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws.

Dividend Rights

We may, by ordinary resolution, declare final dividends at a general meeting of the Company, but the amount of any such dividend shall not exceed the amount recommended by our

board of directors (the “Board”). Subject to our Constitution and in accordance with the Singapore Companies Act, the Board may, without the approval of our Members, declare and

pay interim dividends as the Board determines to be justified by the profits of the Company. No dividend (final or interim) shall be paid except out of the profits of the Company. As DTC

(or its nominee, Cede & Co.) is the Member of record registered in our Register of Members, any dividend and/or other monies payable in respect of a share shall be paid to DTC (or its

nominee), and DTC shall collect and allocate such payments to Shareholders in accordance with its internal policies and guidelines.

Shareholders holding their shares through the NYSE will receive dividends in U.S. Dollars through our United States registrar. Shareholders holding their shares through the Oslo Børs

will receive dividends in Norwegian Krone through our Norwegian registrar. The currency in which each Shareholder will receive its dividends will be determined as per the record date

for the dividend distribution.

Shareholders holding their shares through the Oslo Børs will receive their dividends three days later than Shareholders whose shares are held through the NYSE. There will be a

temporary halt of approximately 2 business days in cross-border transactions for our shares between the NYSE and the Oslo Børs in the period around the ex-date and record date for the

dividend distribution.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Voting Rights

Each ordinary share is entitled to one vote per share. Pursuant to our Constitution, voting at any general meeting shall in the first instance be voted upon by a show of hands unless a

poll has been demanded by any of the following persons: (1) the chairman of the meeting, (2) at least five Members present in person or represented by proxy, (3) any Member or

Members present in person or represented by proxy and holding between them not less than 5 % of the total voting rights of all the Members having the right to vote at such meeting, or

(4) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate

sum has been paid up equal to not less than 5 % of the total amount paid up on all such shares conferring such right. Where a poll is demanded, subject to any rights or restrictions for

the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such

person holds a proxy. Proxies need not be a Member of the Company.

Subject to the Singapore Companies Act and our Constitution, only persons who are registered in our Register of Members will be entitled to vote at any general meeting in person or by

proxy. Therefore, since our ordinary shares are held through the DTC or its nominee, DTC or its nominee grants an omnibus proxy to DTC participants holding our ordinary shares in

book-entry form. A person holding our ordinary shares through a broker, bank, nominee or other institution that is a direct or indirect participant of DTC (such person, a “Shareholder”)

has the right to instruct their broker, bank, nominee or other institution holding these ordinary shares on how to vote such ordinary shares by completing the voting instruction form

provided by the applicable broker, bank, nominee, or other institution. Whether voting is by a show of hands or by a poll, the vote of DTC or its nominee will be voted by the chairman of

the meeting according to the results of the votes of the DTC participants (which results will reflect the instructions received from persons that own our ordinary shares electronically in

book-entry form through DTC). In the case of an equality of votes, whether on a show of hands or on a poll, the resolution shall fail.

Liquidation Rights

On a winding-up or dissolution of the Company, subject to the Constitution, including any special rights attaching to any other class of shares, holders of ordinary shares shall be

entitled to any surplus assets of the Company.

Limitations on Ownership

Except as described in the sections below headed “Singapore Code on Take-Overs and Mergers” and “Restriction on Ownership”, there are no limitations in our Constitution or

Singapore law on the rights of shareholders not resident in Singapore to hold or vote in respect of our ordinary shares.

Restriction on Ownership

Pursuant to our Constitution, the Board may refuse to register the transfer of any share, and may direct the registrar and/or transfer agent of the Company to decline (and such registrar

and/or transfer agent of the Company, to the extent it is able to do so, shall decline if so requested) to register the transfer of any interest in a share held through a Depository where

such transfer is not in accordance with certain provisions of the Constitution or where such transfer would, in the opinion of the Board, be likely to result in 50 % or more of the

aggregate issued and outstanding share capital of the Company, or shares of the Company to which are attached 50 % or more of the votes of all issued and outstanding shares of the

Company, being held or owned directly or indirectly by individuals or legal persons being resident for tax purposes in Norway or such shares being effectively connected to a Norwegian

business activity or the Company otherwise being deemed a Controlled Foreign Company pursuant to Norwegian tax legislation. For this purpose, a “Depository” means DTC (or its

nominee), Euronext Securities Oslo (or its nominee), the Norwegian Central Securities Depository maintained by Verdipapirsentralen ASA or any other securities depository whose name

or whose nominee’s name is entered as a member of the Company in our register of members.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

In such event, pursuant to the Singapore Companies Act, where an application is made for a person to be registered as a Member of the Company in respect of shares which have been

transferred to the person by act of parties or operation of law, the Company must not refuse registration by virtue of any discretion conferred by our Constitution unless it has served on

the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that

discretion.

Variation of Rights

Subject to the Singapore Companies Act and any other applicable Singapore statutes currently in force, under our Constitution, whenever our share capital is divided into different

classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be

varied either with the consent in writing of the holders of three-fourths of the issued shares of the class or with the sanction of a resolution passed by a majority of the votes cast at a

separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or represented by proxy one-third of the

issued shares of the class and may be so varied either while the Company is a going concern or during or in contemplation of a winding-up.

Notwithstanding the above, under the Singapore Companies Act, holders of not less in the aggregate than 5% of the total number of issued shares of that class may apply, within one

month after the date on which the consent was given or the resolution was passed (as the case may be), to the Singapore Court to have the variation cancelled, and if any such

application is made, the variation does not have effect until confirmed by the Singapore Court.

The rights attached to existing preference shares shall, unless otherwise expressly authorised by the terms of issue of the existing preference shares or by the Constitution in force at the

time the existing preference shares were issued, be deemed to be varied by the issue of further shares ranking pari passu therewith.

Issuance of New Shares

Pursuant to the Singapore Companies Act and despite anything in our Constitution, new shares may be issued by the Board only with the prior approval of the Company in general

meeting. Such authority to issue new shares, if granted, shall continue in force until the earlier of:

• the conclusion of the next annual general meeting after the date on which the approval was given; or

• the expiration of the period within which the next annual general meeting is required by law to be held (i.e. within six (6) months after the end of each financial year of the

Company, being December 31); or

• the subsequent revocation or modification of approval by the Company in general meeting.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Subject to the Singapore Companies Act and every other written law or regulation for the time being in force concerning companies which is affecting or applicable to the Company

(“Applicable Law”), the Company may, in accordance with the Constitution, by ordinary resolution in general meeting give to the Board a general authority to issue new shares in the

future. Notwithstanding this general authorisation to allot and issue our ordinary shares, in accordance with the NYSE Listed Company Manual, the Company will, with certain limited

exceptions, be required to seek additional approval of the Company in general meeting with respect to certain future issuances of ordinary shares, including, but not limited to, an

issuance of ordinary shares that would result in a change in control of the Company or in connection with a transaction involving the issuance of ordinary shares representing 20% or

more of our outstanding ordinary shares. Under the NYSE Listed Company Manual, whether or not such additional approval is required, the Company must submit a supplemental listing

application to the NYSE prior to the issuance of any additional shares of a listed security.

Subject to such prior approval, applicable provisions of the Singapore Companies Act and our Constitution, the Board may allot and issue shares or grant options over or otherwise

dispose of the same to such persons on such terms and conditions (including being subject to regulations of any stock exchange on which our shares are listed, as well as U.S. federal

and blue sky securities laws applicable to such issue) and for such consideration (if any) and at such time as the Board may think fit.

Preference Shares

Our Constitution provides that, subject to the Singapore Companies Act and obtaining prior approval for the issuance of such shares by special resolution of the Company in general

meeting, the Board is authorized to provide for the issuance of one or more classes of preference shares in one or more series, and to establish from time to time the number of shares to

be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations, and restrictions of the shares of each class.

Moreover, under the Singapore Companies Act, the Company may issue preference shares or convert any issued shares into preference shares only if there are set out in the

Constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non‑cumulative dividends, voting

and priority of payment of capital and dividends in relation to other shares or other classes of preference shares.

Under the Singapore Companies Act, we may issue shares with different voting rights (i.e., shares with special, limited, conditional or no voting rights) only if:

(a) the issue of the class or classes of shares is provided for in our Constitution;

(b) our Constitution sets out in respect of each class of shares the rights attached to that class of shares; and

Under our Constitution, any preference shares may be issued as redeemable preference shares that are liable to be redeemed on such terms and in such manner as may be determined by

the Board before the issue.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

That said, under the Singapore Companies Act, redeemable preference shares must not be redeemed out of the capital of the Company unless:

• the Board has made a solvency statement in relation to such redemption; and

• the Company has lodged a copy of the statement with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”).

Further, the preference shares must be fully paid-up before they are redeemed. If we redeem any redeemable preference shares, we must within 14 days after doing so give notice thereof

to ACRA specifying the shares redeemed.

The issuance of preference shares could have the effect of decreasing the trading price of our ordinary shares, restricting dividends on our ordinary shares, diluting the voting power of

our ordinary shares, impairing the liquidation rights of our ordinary shares, or delaying or preventing a change in control of the Company.

Repurchase of Ordinary Shares

In accordance with the Singapore Companies Act and our Constitution, the Company may purchase its own shares for cancellation or acquire its own shares as treasury shares on such

terms as the Board sees fit and, in certain cases including but not limited to purchases or acquisitions of its own shares on a securities exchange, only if such purchase or acquisition has

been authorised in advance by the Company in general meeting. Except to the extent permitted by the Singapore Companies Act, none of the funds of the Company or of any subsidiary

thereof shall be directly or indirectly employed in the purchase or subscription of or in loans upon the security of the Company’s shares. We cannot, except in the circumstances

permitted by the Singapore Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our own shares. Any payment made by the Company in

consideration of purchases of its own shares may only be made out of the Company’s capital or profits and so long as the Company is solvent.

Transfer of Ordinary Shares

Subject to applicable securities laws in relevant jurisdictions and our Constitution, our ordinary shares are freely transferable. Our Constitution provides that shares may be transferred

by a duly signed instrument of transfer in any usual or common form or in a form approved by the Board. The Board may refuse to recognise any instrument of transfer unless it is

accompanied by the certificate in respect of shares (if one has been issued) to which it relates and by such other evidence as the Board may reasonably require showing the right of the

transferor to make the transfer.

Our Constitution further provides that the Board may refuse to register the transfer of any share, and may direct the registrar and/or transfer agent of the Company to decline (and such

registrar and/or transfer agent of the Company, to the extent it is able to do so, shall decline if so requested) to register the transfer of any interest in a share held through a Depository

where such transfer is not in accordance with certain provisions of the Constitution or where such transfer would, in the opinion of the Board, be likely to result in 50 % or more of the

aggregate issued and outstanding share capital of the Company or shares of the Company to which are attached 50% or more of the votes of all issued and outstanding shares of the

Company, being held or owned directly or indirectly by individuals or legal persons being resident for tax purposes in Norway or such shares being effectively connected to a Norwegian

business activity or the Company otherwise being deemed a Controlled Foreign Company pursuant to Norwegian tax legislation.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

In such event, pursuant to the Singapore Companies Act, where an application is made for a person to be registered as a Member of the Company in respect of shares which have been

transferred to the person by act of parties or operation of law, the Company must not refuse registration by virtue of any discretion conferred by our Constitution unless it has served on

the applicant, within 30 days beginning with the day on which the application was made, a written notice stating the facts which are considered to justify refusal in the exercise of that

discretion.

Where our shares are listed or admitted to trading on any appointed stock exchange, such as the NYSE or the Oslo Børs, they will be transferred in accordance with the rules and

regulations of such exchange.

Election and Re-election of Directors

Under the Singapore Companies Act, we may, by ordinary resolution, remove any director before the expiration of his or her period of office, despite anything in our Constitution or in

any agreement between us and such director, but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders

the resolution to remove him or her shall not take effect until his or her successor has been appointed. We may also, by an ordinary resolution at the same meeting at which the director

is removed, appoint another person in place of a director removed from office pursuant to the foregoing.

Under our Constitution, the Company in general meeting or the Board shall have the power to appoint any person as a director to fill a vacancy on the Board occurring as a result of the

death, disability, disqualification or resignation of any director or as a result of an increase in the size of the Board, provided that any such director appointed by the Board shall hold

office only until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

Members’ Meeting

Subject to the Singapore Companies Act, we are required to hold an annual general meeting within six months from the end of our fiscal year. The Board may convene an extraordinary

general meeting whenever they think fit and they must do so upon the requisition of Members holding at the date of the deposit of the requisition not less than 10% of the total number

of paid-up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting (disregarding paid-up shares held as treasury shares). In addition, two or more

Members holding not less than 10% of our total number of issued shares (excluding treasury shares) may call a meeting of the Company.

The Singapore Companies Act provides that a Member is entitled to attend any general meeting and speak on any resolution put before the general meeting. Unless otherwise required

by law or by our Constitution, voting on resolutions put forth at general meetings is by ordinary resolution, requiring the affirmative vote of a simple majority of the voting rights of the

Members present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for the appointment of directors. A

special resolution, requiring the affirmative vote of not less than three-fourths of the voting rights of the Members present in person or represented by proxy at the meeting and entitled

to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding-up, amendments to our Constitution, a change of our corporate name and a

reduction in the share capital.

As provided in our Constitution, in each general meeting, the necessary quorum shall be two or more persons present in person throughout the meeting and representing in person or by

proxy in excess of 33% of the total issued and outstanding voting shares in the Company. If within half an hour from the time appointed for the meeting a quorum is not present, then, in

the case of a meeting convened on a requisition, the meeting will be deemed cancelled and, in any other case, the meeting will stand adjourned to the same day one week later, at the

same time or place, or to such other day, time or place as the Company secretary may determine.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

We must give not less than 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. General meetings convened for the purpose of

passing ordinary resolutions generally require not less than 14 days’ notice in writing.

Singapore Code on Take-Overs and Mergers

The Singapore Code on Take-Overs and Mergers (“Singapore Take-over Code”), regulates, among other things, the acquisition of voting shares of Singapore-incorporated public

companies. In this regard, the Singapore Take-over Code applies to, among others, corporations with a primary listing of their equity securities in Singapore. While the Singapore Take-

over Code is drafted with, among others, listed public companies in mind, unlisted public companies with more than 50 shareholders and net tangible assets of S$5.0 million or more, must

also observe the letter and spirit of the general principles and rules of the Singapore Take-over Code, wherever this is possible and appropriate. Public companies with a primary listing

overseas may apply to the Securities Industry Council (“SIC”) to waive the application of the Singapore Take-over Code. We have received a waiver from the SIC so that the Singapore

Take-over Code will not apply to us for so long as we are not listed on a securities exchange in Singapore. Nonetheless, the following paragraphs summarize certain provisions of the

Singapore Take-over Code.

Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his or her own or together with parties acting in concert with such person, in

30% or more of the voting rights in a company or any person holding, either on his or her own or together with parties acting in concert with such person, between 30% and 50% (both

amounts inclusive) of the voting rights in a company, and if such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of

the voting rights in such company in any six-month period, must, except with the consent of SIC, extend a mandatory take-over offer for all the remaining voting shares in accordance

with the provisions of the Singapore Take-over Code. Responsibility for ensuring compliance with the Singapore Take-over Code rests with parties (including company directors) to a

take-over or merger and their advisors.

Under the Singapore Take-over Code, “parties acting in concert” comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal),

cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the

presumption is rebutted) to be acting in concert with each other. They are as follows:

• a company, its parent company, subsidiaries and fellow subsidiaries (together, the “related companies”), the associated companies of any of the company and its related

companies, companies whose associated companies include any of these foregoing companies and any person who has provided financial assistance (other than a bank in the

ordinary course of business) to any of the foregoing for the purchase of voting rights;

• a company with any of its directors (together with their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts);

• a company with any of its pension funds and employee share schemes;

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

• a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis but only in respect of the investment account

which such person manages;

• a financial or other professional adviser, including a stockbroker, with its client in respect of the shareholdings of the adviser and persons controlling, controlled by or under the

same control as the adviser;

• directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is

subject to an offer or where the directors have reason to believe a bona fide offer for the company may be imminent;

• partners; and

• an individual and (i) such person’s close relatives, (ii) such person’s related trusts, (iii) any person who is accustomed to act in accordance with such person’s instructions, (iv)

companies controlled by the individual, such person’s close relatives, such person’s related trusts or any person who is accustomed to act in accordance with such person’s

instructions and (v) any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting

rights.

Subject to certain exceptions, a mandatory offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert

with the offeror during the offer period and within the six months prior to its commencement.

Under the Singapore Take-over Code, where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a general offer to all other shareholders

is normally required. An offeror must treat all shareholders of the same class in an offeree company equally. A fundamental requirement is that shareholders in the company subject to

the take-over offer must be given sufficient information, advice and time to enable them to reach an informed decision on the offer. These legal requirements may impede or delay a

takeover of the Company by a third-party.

Untraced Shareholders

Our Constitution provides that the Board may forfeit any dividend and/or other monies payable in respect of a share which has remained unclaimed for six years from the date when such

monies became due for payment. In addition, we are entitled to cease sending dividend cheques and bank drafts by post or otherwise if such instruments have been returned

undelivered to, or left uncashed on at least two consecutive occasions or, following one such occasion, reasonable enquires have failed to establish the new address to which such

instruments are to be delivered. This entitlement ceases if a dividend is claimed or dividend cheque or bank draft is cashed.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Compulsory Acquisition of Shares Held by Minority Holders

An acquiring party is generally able to acquire compulsorily the ordinary shares of minority holders in the following ways:

• By a procedure under the Singapore Companies Act known as a “scheme of arrangement”. Where a scheme of arrangement is proposed between a company and its members or

any class of them, the company may apply to the Singapore Court for permission to convene a meeting of members. If such permission is obtained, a majority in number and

representing three-fourths in value of the members or class of members present and voting either in person or by proxy at the meeting must approve of the scheme. The scheme

must then be approved by order of the Singapore Court and the order takes effect on and from the date on which a copy of the order is lodged with ACRA or such earlier date

as the Singapore Court may determine and as may be specified in the order. Once all the aforementioned are completed, the members or class of members are compelled to sell

their shares under the terms of the scheme.

• A person (the “acquiring party”) may compulsorily acquire all the shares of a company or all of the shares in any particular class in a company if his offer (via a scheme or

contract) involving the transfer of all of the shares of such company or all of the shares in said particular class in such company to the acquiring party has, within four months

after the making of said offer, been approved by the holders of not less than 90% of the total number of shares (excluding treasury shares) or of the shares of that class (other

than shares already held at the date of the offer by the acquiring party, and excluding any shares in such company held as treasury shares). In such a case, the acquiring party

may at any time within two months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder of the company that it desires to

acquire such dissenting shareholder’s shares; and when such a notice is given the acquiring party is, unless on an application made by the dissenting shareholder within one

month from the date on which the notice was given or within 14 days after a statement containing the names and addresses of all other dissenting shareholders as shown in the

company’s register of members is posted by the company to the dissenting shareholder (whichever is the later) the Court thinks fit to order otherwise, entitled and bound to

acquire those shares on the terms which, under the scheme or contract the shares of the approving shareholders are to be transferred to the acquiring party or if the offer

contained two or more alternative sets of terms upon the terms which were specified in the offer as being applicable to dissenting shareholders.

Shareholder Minority Rights

The rights of minority shareholders of Singapore companies are protected under section 216 of the Singapore Companies Act. The Singapore Court has a general power to make any

order, upon application by any member or holder of a debenture of a company, as they think fit to remedy any of the following situations:

• the affairs of a company are being conducted or the powers of the directors are being exercised in a manner oppressive to, one or more of the members or holders of debentures

including the applicant or in disregard of his, her or their interests as members, shareholders or holders of debentures of the company; or

• some act of the company has been done or is threatened or some resolution of the members, holders of debentures or any class of them has been passed or is proposed which

unfairly discriminates against or is otherwise prejudicial to one or more of the members or holders of debentures (including the applicant).

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

If the Singapore Court is of the opinion that either of the aforementioned grounds is established, the Singapore Court may, with a view to bringing to an end or remedying the matters

complained of, make an order as it thinks fits and, without limiting the forgoing, the order may:

• direct or prohibit any act or cancel or vary any transaction or resolution;

• regulate the conduct of the affairs of the company in the future;

• authorise civil proceedings to be brought in the name of, or on behalf of, the company by a person or persons and on such terms as the Singapore Court may direct;

• provide for the purchase of the shares or debentures of the company by other members or holders of debentures of the company or by the company itself;

• in the case of a purchase of shares by the company provide for a reduction accordingly of the company’s capital; or

• provide that the company be wound up.

In addition, section 216A of the Singapore Companies Act allows, inter alia, any member of a company (the “complainant”) to apply to the Singapore Court for permission to bring an

action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or

discontinuing the action or arbitration on behalf of the company.

However, the Singapore Court will not grant permission unless the Singapore Court is satisfied that:

• the complainant has given 14 days’ notice to the directors of the company of the complainant’s intention to apply to the Singapore Court for permission if the directors of the

company do not bring, diligently prosecute or defend or discontinue the action or arbitration;

• the complainant is acting in good faith; and

• it appears to be prima facie in the interests of the company that the action or arbitration be brought, prosecuted, defended or discontinued.

Indemnification of Directors and Officers

Under the Singapore Companies Act, any provision that purports to exempt or indemnify an officer of a company (including directors) from any liability that would otherwise attach to

them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

However, a company is not prohibited from: (1) purchasing and maintaining for an officer insurance against liability attaching to him or her in connection with any negligence, default,

breach of duty or breach of trust in relation to the company; or (2) indemnifying the officer against liability incurred by him or her to a person other than the company except when the

indemnity is against any liability of the officer (i) to pay a fine in criminal proceedings or (ii) to pay a penalty to a regulatory authority in respect of non-compliance with any requirements

of a regulatory nature (howsoever arising) or when the indemnity is against any liability incurred by the officer (a) in defending criminal proceedings in which he or she is convicted, (b)

in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (c) in connection with an application for relief under

section 76A(13) or section 391 of the Singapore Companies Act in which the relevant court refuses to grant him or her relief.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Our Constitution provides that, subject to the Singapore Companies Act and Applicable Law, every director, secretary or other officer acting in relation to any of the affairs of the

Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether

for the time being or formerly), and their heirs, executors and administrators (each of which, an “indemnified party”), shall be indemnified and secured harmless out of the assets of the

Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by

or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be

answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any

moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for deficiency of title to any property acquired by order of the Board for or on

behalf of the Company, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any loss or

damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited or left or for any other loss, misfortune or

damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any

negligence, default, breach of duty, breach of trust, fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties.

We may in the future enter into indemnification agreements with each of our directors and officers. These agreements would require us to indemnify these individuals to the fullest extent

permitted under Singapore law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which

they could be indemnified (on terms that the full amount of such advances is to be repaid if the individual is convicted in the relevant proceeding (with such conviction being final), final

judgment is given against the individual in the relevant proceeding or, as the case may be, the Singapore Court refuses to grant the individual relief on the application (with such refusal

of relief being final)), save that the Company shall not provide any indemnity (to any extent) to a director or an officer against any liability attaching to him in connection with any

negligence, default, breach of duty or breach of trust in relation to the Company save for the circumstances as permitted pursuant to section 172A and section 172B of the Singapore

Companies Act. These indemnification rights would not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our

Constitution, agreement, vote of Members or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other

wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Anti-takeover Effect of Certain Provisions of our Constitution

Business Combinations

Our Constitution contains certain regulations regarding “business combinations” between Hafnia and “Interested Shareholders”. Specifically, our Constitution prohibits us from

engaging in a “business combination” with certain persons for three years following the date the person becomes an Interested Shareholder. Interested Shareholders generally include:

• any person who is the owner of 15% or more of our issued and outstanding voting shares and their affiliates or associates; or

• any person who is our affiliate or associate and was the owner of 15% or more of our issued and outstanding voting shares at any time within the three-year period immediately

prior to the date on which it is sought to be determined whether such person is an Interested Shareholder and their affiliates and associates.

Subject to certain exceptions, a business combination includes, among other things:

• certain mergers, amalgamations or consolidations of the Company or any entity directly or indirectly wholly-owned or majority-owned subsidiary by the Company (the

“Subsidiary”);

• any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of the

Company, to or with the Interested Shareholder, of assets of the Company or any Subsidiary having an aggregate market value equal to 10% or more of either the aggregate

market value of all of the assets of the Company determined on a consolidated basis, or the aggregate market value of all of the issued and outstanding shares of the Company;

• certain transactions that result in the issuance or transfer by the Company or any Subsidiary of any shares of the Company or such Subsidiary to the Interested Shareholder;

• any transaction involving the Company or any Subsidiary that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into

any class or series of shares of the Company or any Subsidiary, which is owned by the Interested Shareholder; and

• any receipt by the Interested Shareholder of the benefit directly or indirectly (except proportionately as a shareholder of the Company) of any loans, advances, guarantees,

pledges or other financial benefits provided by or through the Company or any Subsidiary.

These provisions of our Constitution will not apply to a business combination if:

• before a person became an Interested Shareholder, the Board approved either the business combination or the transaction in which the person became an Interested

Shareholder;

• upon consummation of the transaction which resulted in the person becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of our voting shares

outstanding at the time the transaction commenced, other than certain excluded shares;

• at or following the transaction in which the person became an Interested Shareholder, the business combination is approved by the Board and authorised at an annual or

extraordinary general meeting by the affirmative vote of the holders of at least 75% of the issued and outstanding voting shares of the Company that are not owned by the

Interested Shareholder;

• a Member became an Interested Shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the Member ceased to be an

Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such Member, have been an

Interested Shareholder but for the inadvertent acquisition of ownership; or

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• the business combination is proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or a notice required under our

Constitution of, a proposed transaction which (i) constitutes one of the transactions described in clauses (a), (b) and (c) below; (ii) is with or by a person who either was not an

Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the Board; and (iii) is approved or not opposed by a

majority of the members of the Board then in office (but not less than one) who were directors prior to any person becoming an Interested Shareholder during the previous three

years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence

are limited to:

(a) a merger or consolidation of the Company (except for a merger in respect of which, pursuant to the Singapore Companies Act, no vote of our shareholders is required);

(b) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of

assets of the Company or of any direct or indirect majority-owned subsidiary of ours (other than to the Company or any direct or indirect wholly-owned subsidiary)

having an aggregate market value equal to 50% or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the

aggregate market value of all the issued and outstanding shares of the Company; or

Advance notice requirements for Member proposals for election as a director

Our Constitution provides that Members of the Company who seek to propose any person for election as a director at a general meeting must give notice to the Company of the

intention to propose him and of his willingness to serve as director not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting. Our

Constitution also specifies requirements as to the form and content of such notice.

These provisions may impede Shareholders’ ability to bring matters before an annual general meeting.

Exclusive Jurisdiction

Our Constitution provides that any dispute concerning the Singapore Companies Act or out of or in connection with the Constitution, including any question regarding the existence

and scope of any regulation and/or whether there has been any breach of the Singapore Companies Act or the Constitution by an officer or director (whether or not such a claim is

brought in the name of a shareholder or in the name of the Company), shall be subject to the exclusive jurisdiction of the courts of Singapore. Our Constitution further provide that

unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution

of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, as amended, of the United States of America.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 2.2 Created using Broadridge PROfile

Our Shareholders should note that they cannot waive compliance with United States federal securities laws and the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for United States federal and state courts over all suits brought to enforce any duty or liability created by the Securities

Act or the rules and regulations thereunder. If mandatory laws or other regulations designate the forum for certain causes of action, there is a high likelihood that such designed

applicable forum will not be set aside because of the exclusive jurisdiction provision in our Constitution.

Disclosure of Interests in Company Securities

Members must make such notifications to us regarding their interests in us as they are required to make under all applicable rules and regulations to which we are subject. Additionally,

with reference to the applicable Norwegian and United States rules, this means that a Shareholder must notify us when their proportion of interests in our total issued shares exceeds 5%.

If a person’s, entity’s or consolidated group’s proportion of the total issued shares and/or rights to shares in a company listed on a regulated market in Norway (with Norway as its home

state, which will be the case for the Company) reaches, exceeds or falls below the respective thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 or 90% of the share capital or the

voting rights of that company, the person, entity or group in question has an obligation under the Norwegian Securities Trading Act to notify Oslo Børs and the issuer immediately. The

same applies if the disclosure thresholds are passed due to other circumstances, such as a change in the company’s share capital.

Transfer Agent and Registrar

The United States transfer agent and registrar for our ordinary shares is Broadridge Corporate Issuer Solutions, LLC, 51 Mercedes Way, Edgewood, NY 11717, United States of America.

The Norwegian transfer agent and registrar for our ordinary shares is DNB Bank ASA represented by the Registrar’s Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.

Comparison of Shareholder Rights

Following our re-domiciliation to Singapore, we are governed by the laws of Singapore. The following chart summarizes some of the material differences between the rights of holders of

our ordinary shares and the rights of holders of the common stock of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in

governing documents and the laws of Singapore and Delaware.

This discussion is not and does not purport to be a complete or comprehensive statement of the rights of holders of our ordinary shares under the applicable legislation and regulations

in Singapore, a typical constitution of a Singapore company (a “Singapore Constitution”) and our Constitution or the rights of holders of the common stock of a typical corporation

under applicable Delaware law and a typical certificate of incorporation and bylaws of a Delaware corporation (“Delaware Organizational Documents”).

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Delaware Singapore

Board of Directors

Delaware Organizational Documents generally provide that the number of directors on the

board of directors will be fixed from time to time by a vote of the majority of the authorised

directors. Under Delaware law, a board of directors can be divided into classes and

cumulative voting in the election of directors is only permitted if expressly authorised in a

corporation’s certificate of incorporation.

A Singapore Constitution generally states the minimum and maximum (if any) number of

directors as well as provides that the number of directors may be increased or reduced by

ordinary resolution passed at a general meeting, provided that the number of directors

following such increase or reduction is within the maximum (if any) and minimum number of

directors provided in the constitution and the Singapore Companies Act, respectively.

The Board must also consist of at least one director who is ordinarily resident in Singapore.

Our Constitution provides that the minimum number of directors is three and that the Board

shall consist of such number in excess thereof as the Members may determine.

Interested Shareholders

Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in

specified corporate transactions (such as mergers, stock and asset sales, and loans) with

an “interested stockholder” for three years following the time that the stockholder

becomes an interested stockholder. Subject to specified exceptions, an “interested

stockholder” is a person or group that owns 15% or more of the corporation’s outstanding

voting stock (including any rights to acquire stock pursuant to an option, warrant,

agreement, arrangement or understanding, or upon the exercise of conversion or exchange

rights, and stock with respect to which the person has voting rights only), or is an affiliate

or associate of the corporation and was the owner of 15% or more of the voting stock at

any time within the previous three years.

There are no comparable provisions under the Singapore Companies Act with respect to

public companies which are not listed on the Singapore Exchange Securities Trading

Limited.

However, our Constitution includes an interested shareholder provision that is based on

Section 203 of the DGCL.

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Delaware Singapore

A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203

through a provision in either its original certificate of incorporation, or an amendment to its

original certificate or bylaws that was approved by majority stockholder vote. With a

limited exception, this amendment would not become effective until 12 months following its

adoption.

Removal of Directors

Delaware Organizational Documents generally provide that, subject to the rights of holders

of any preferred stock, directors may be removed at any time, with or without cause, by the

affirmative vote of the holders of at least a majority, or in some instances a supermajority,

of the voting power of all of the then outstanding shares entitled to vote generally in the

election of directors, voting together as a single class. A certificate of incorporation could

also provide that such a right is only exercisable when a director is being removed for

cause. Removal of a director only for cause is the default rule in the case of a classified

board. In the case of a corporation having cumulative voting, if less than the entire board

is to be removed, no director may be removed without cause if the votes cast against such

director’s removal would be sufficient to elect such director if then cumulatively voted at

an election of the entire board of directors, or, if there be classes of directors, at an election

of the class of directors of which such director is a part.

Under the Singapore Companies Act, directors of a public company may be removed

before expiration of their term of office, despite anything in its constitution or in any

agreement between the public company and such directors, by ordinary resolution. Where

any director removed in this manner was appointed to represent the interests of any

particular class of shareholders or debenture holders, the resolution to remove such

director does not take effect until such director’s successor has been appointed.

Notice of the intention to move a resolution to remove a director must be given to the

company not less than 28 days before the meeting at which it is moved. The company

shall then give its shareholders notice of such resolution at the same time and in the same

manner as it gives notice of the meeting or, if that is not practicable, must give them notice

thereof, in any manner allowed by the constitution, not less than 14 days before the

meeting, but if after notice of the intention to move such a resolution has been given to

the company, a meeting is called for a date 28 days or less after the notice has been given,

the notice, although not given to the company within the time required by this section, is

deemed to be properly given.

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Delaware Singapore

Filling Vacancies on the Board of Directors

Delaware Organizational Docuents generally provide that, subject to the rights of the

holders of any preferred stock, any vacancy, whether arising through death, resignation,

retirement, disqualification, removal, an increase in the number of directors or any other

reason, may be filled by a majority vote of the remaining directors, even if such directors

remaining in office constitute less than a quorum, or by the sole remaining director. In the

case of a corporation with a classified board of directors, any newly elected director

usually holds office for the remainder of the full term expiring at the annual meeting of

stockholders at which the term of the class of directors to which the newly elected director

has been elected expires, and until their successors have been elected and qualified.

A typical Singapore Constitution provides that the directors have the power to appoint

any person to be a director, either to fill a casual vacancy or as an addition to the existing

directors, but so that the total number of directors shall not at any time exceed the

maximum number (if any) fixed by or in accordance with the constitution.

Our Constitution provides that the Company in general meeting or the Board shall have

the power, to appoint any person as a director to fill a vacancy on the Board occurring as a

result of the death, disability disqualification or resignation of any director or as a result of

an increase in the size of the Board, and to appoint an alternate director to any director so

appointed, provided that any such director by the Board, shall hold office only until the

next annual general meeting or until their successors are elected or appointed or their

office is otherwise vacated.

Amendment of Governing Documents

Under the DGCL, amendments to a corporation’s certificate of incorporation require the

approval of stockholders holding a majority of the outstanding shares entitled to vote on

the amendment, subject to limited exceptions. If a class vote on the amendment is required

by the DGCL, a majority of the outstanding stock of the class is required, unless a greater

proportion is specified in the certificate of incorporation or by other provisions of the

DGCL. Under the DGCL, the board of directors may amend bylaws if so authorised in the

certificate of incorporation. The stockholders of a Delaware corporation also have the

power to amend bylaws.

Under the Singapore Companies Act, the constitution of a company may be altered or

added to by special resolution.

An entrenching provision may be included in the constitution with which a company is

formed and at any time be inserted into the constitution only if all the members of the

company agree. An entrenching provision is a provision of the constitution to the effect

that other specified provisions of the constitution may not be altered in the manner

provided by the Singapore Companies Act or may not be so altered except (i) by a

resolution passed by a specified majority greater than 75% (the minimum majority required

by the Singapore Companies Act for a special resolution) or (ii) where other specified

conditions are met. The Singapore Companies Act provides that such entrenching

provision may be removed or altered only if all the members of the company agree.

Our Constitution provides that no regulation of our Constitution shall be rescinded,

altered or amended and no new regulation shall be made until the same has been approved

by a resolution of the Board and by a special resolution of the Members. The Board has

no power to amend the Constitution unilaterally.

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Delaware Singapore

Meetings of Shareholders

Annual and Special Meetings

Bylaws generally provide that annual meetings of stockholders are to be held on a date

and at a time fixed by the board of directors. Under the DGCL, a special meeting of

stockholders may be called by the board of directors or by any other person authorised to

do so in the certificate of incorporation or the bylaws.

Annual General Meetings

Under the Singapore Companies Act, all companies are required to hold an annual general

meeting after the end of each financial year within either four months (in the case of a

public company that is listed on an exchange in Singapore approved by the Monetary

Authority of Singapore) or six months (in the case of any other company).

We are required to hold an annual general meeting within six months after the end of each

financial year. Our first financial year after the redomiciliation will end on December 31,

2024 and subsequent financial years will end on the last day of a period of 12 months after

the end of the previous financial year.

Extraordinary General Meetings

Any general meeting other than the annual general meeting is called an “extraordinary

general meeting”. Under the Singapore Companies Act, the directors of a company,

despite anything in its constitution, must on the requisition of members holding at the

date of the deposit of the requisition not less than 10% of the total number of paid‑up

shares as at the date of the deposit carries the right of voting at general meetings or, in the

case of a company not having a share capital, of members representing not less than 10%

of the total voting rights of all members having at that date a right to vote at general

meetings, immediately proceed duly to convene an extraordinary general meeting of the

company to be held as soon as practicable but in any case not later than two months after

the receipt by the company of the requisition.

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Delaware Singapore

If the directors do not within 21 days after the date of the deposit of the requisition

proceed to convene a meeting, the Singapore Companies Act provides that the

requisitionists, or any of them representing more than 50% of the total voting rights of all

of them, may themselves, in the same manner as nearly as possible as that in which

meetings are to be convened by directors convene a meeting, but any meeting so

convened must not be held after the expiration of three months from that date.

In addition, under the Singapore Companies Act, two or more members holding not less

than 10% of our total number of issued shares (excluding treasury shares) may call a

meeting of the company.

Our Constitution provides that, inter alia, the Board may convene an extraordinary general

meeting whenever in their judgement such a meeting is necessary.

Notice Requirements

Written notice must be given not less than 10 nor more than 60 days before the meeting.

Whenever shareholders are required to take any action at a meeting, a written notice of the

meeting must be given that states the place, if any, date and hour of the meeting, and the

means of remote communication, if any.

Notice Requirements

A meeting of a company, other than a meeting for the passing of a special resolution, must

be called by written notice of not less than 14 days or such longer period as is provided in

the constitution. For the passing of a special resolution, in the case of a public company,

not less than 21 days’ written notice must be given. See “—Removal of Directors” for the

notice requirement to move a resolution to remove a director.

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Delaware Singapore

Quorum Requirements

Under the DGCL, a corporation’s certificate of incorporation or bylaws can specify the

number of shares and/or the amount of other securities having voting power, the holders

of which shall be present or represented by proxy at any meeting in order to constitute the

quorum required to conduct business at a meeting, provided that in no event shall a

quorum consist of less than one-third of the shares entitled to vote at a meeting.

Quorum Requirements

Under the Singapore Companies Act unless the constitution provides otherwise, two

members of the company personally present form a quorum. Our Constitution provides

that the quorum at any general meeting shall be two or more persons present in person

throughout the meeting and representing in person or by proxy in excess of 33% the total

issued and outstanding shares. If a quorum is not present within half an hour from the time

appointed for the meeting, the meeting, if convened upon the requisition of members, shall

be deemed to be cancelled. In any other case, the meeting shall be adjourned for one week,

at the same time and place or to such other day and time or place as the Company

secretary may determine. Unless the meeting is adjourned to a specific date, time and place

announced at the meeting being adjourned, fresh notice of the resumption of the meeting

shall be given to each Member entitled to attend and vote thereat in accordance with the

Constitution.

Members’ Rights at Meetings

The Singapore Companies Act provides that every member shall, despite any provision in

the constitution, have a right to attend any general meeting of the company and to speak

on any resolution before the meeting. In the case of a company limited by shares, the

holder of a share may vote on a resolution before a general meeting of the company if, in

accordance with the Singapore Companies Act, the share confers on the holder a right to

vote on that resolution. Our Constitution provides that a Member shall not be entitled to

vote at a general meeting unless all calls or other sums personally payable on all shares

held by such Member have been paid.

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Delaware Singapore

Shares in a public company may confer special, limited or conditional voting rights or not

confer voting rights. In this regard, different classes of shares in a public company may be

issued only if the issue of the class or classes of shares is provided for in the constitution

of the public company and such constitution sets out in respect of each class of shares

the rights attached to that class of shares. A public company shall not undertake any

issuance of shares that confer special, limited or conditional voting rights or that confer no

voting rights unless it is approved by its members by special resolution.

Circulation of Resolutions

Under the Singapore Companies Act, a company must on the requisition of (a) any number

of members representing not less than 5% of the total voting rights of all the members

having at the date of requisition a right to vote at a meeting to which the requisition relates

or (b) not less than 100 members holding shares on which there has been paid up an

average sum, per member, of not less than SGD 500, and unless the company otherwise

resolves, at the expense of the requisitionists, (i) give to members of the company entitled

to receive notice of the next annual general meeting notice of any resolution which may

properly be moved and is intended to be moved at that meeting, and (ii) circulate to

members entitled to receive notice of any general meeting sent to them any statement of

not more than 1,000 words with respect to the matter referred to in any proposed

resolution or the business to be dealt with at that meeting.

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Delaware Singapore

Limitation on Personal Liability of Directors and Indemnification of Officers, Directors

and Employees

Under the DGCL, a certificate of incorporation may provide for the elimination of personal

monetary liability of directors for breach of fiduciary duties as directors to the fullest extent

permissible under the laws of Delaware, except for liability (i) for any breach of a director’s

loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or

which involve intentional misconduct or a knowing violation of law, (iii) under Section 174

of the DGCL (relating to the liability of directors for unlawful payment of a dividend or an

unlawful stock purchase or redemption) or (iv) for any transaction from which the director

derived an improper personal benefit. A typical certificate of incorporation also provides

that if the DGCL is amended so as to allow further elimination of, or limitations on, director

liability, then the liability of directors will be eliminated or limited to the fullest extent

permitted by the DGCL as so amended.

Subject to specified limitations in the case of derivative suits brought by a corporation’s

stockholders in its name, a corporation may indemnify any person who is made a party to

any third-party action, suit or proceeding on account of being a director, officer, employee

or agent of the corporation (or was serving at the request of the corporation in such

capacity for another corporation, partnership, joint venture, trust or other enterprise)

against expenses, including attorneys’ fees, judgments, fines and amounts paid in

settlement actually and reasonably incurred by him or her in connection with the action,

suit or proceeding through, among other things, a majority vote of a quorum consisting of

directors who were not parties to the suit or proceeding, if the person:

• acted in good faith and in a manner he or she reasonably believed to be in or not

opposed to the best interests of the corporation or, in some circumstances, at least

not opposed to its best interests; and

• in a criminal proceeding, had no reasonable cause to believe his or her conduct was

unlawful.

Under the Singapore Companies Act, any provision (whether contained in a company’s

constitution or in any contract with the company or otherwise) that purports to exempt an

officer of the company (to any extent) from any liability that would otherwise attach to him

or her in connection with any negligence, default, breach of duty or breach of trust in

relation to a company is void. However, a company is not prohibited from: (a) purchasing

and maintaining for any such officer insurance against any liability attaching to him or her

in connection with any negligence, default, breach of duty or breach of trust in relation to

the company; or (b) indemnifying the officer against liability incurred by him or her to a

person other than the company except when the indemnity is against any liability of the

officer (i) to pay a fine in criminal proceedings, or (ii) to pay a sum to a regulatory authority

by way of a penalty in respect of non-compliance with any requirements of a regulatory

nature (howsoever arising) or when the indemnity is against any liability incurred by the

officer (i) in defending criminal proceedings in which he or she is convicted, (ii) in

defending civil proceedings brought by the company or a related company in which

judgment is given against him or her, or (iii) in connection with an application for relief

under section 76A(13) or section 391 of the Singapore Companies Act in which the

relevant court refuses to grant him or her relief.

Where proceedings are commenced against an officer of a company for negligence,

default, breach of duty or breach of trust and it appears to the court before which the

proceedings are taken that the officer acted honestly and reasonably and that having

regard to all the circumstances of the case, including those in connection with the officer’s

appointment, the officer ought fairly to be excused for the negligence, default or breach,

the relevant court may relieve the officer wholly or partly from liability on such terms as

the court thinks fit.

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Delaware Singapore

Delaware corporate law permits indemnification by a corporation under similar

circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by

such persons in connection with the defence or settlement of a derivative action or suit,

except that no indemnification may be made in respect of any claim, issue or matter as to

which the person is adjudged to be liable to the corporation unless the Delaware Court of

Chancery or the court in which the action or suit was brought determines upon application

that the person is fairly and reasonably entitled to indemnity for the expenses which the

court deems to be proper.

To the extent a director, officer, employee or agent is successful in the defence of such an

action, suit or proceeding, the corporation is required by Delaware corporate law to

indemnify such person for reasonable expenses incurred thereby. Expenses (including

attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may

be paid in advance of the final disposition of such action, suit or proceeding upon receipt

of an undertaking by or on behalf of that person to repay the amount if it is ultimately

determined that that person is not entitled to be so indemnified.

Our Constitution provides that, subject to the Singapore Companies Act and Applicable

Law, every director, secretary or other officer acting in relation to any of the affairs of the

Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation

to any of the affairs of the Company or any subsidiary thereof and every one of them

(whether for the time being or formerly), and their heirs, executors and administrators (each

of which, an “indemnified party”), shall be indemnified and secured harmless out of the

assets of the Company from and against all actions, costs, charges, losses, damages and

expenses which they or any of them, their heirs, executors or administrators, shall or may

incur or sustain by or by reason of any act done, concurred in or omitted in or about the

execution of their duty, or supposed duty, or in their respective offices or trusts, and no

indemnified party shall be answerable for the acts, receipts, neglects or defaults of the

others of them or for joining in any receipts for the sake of conformity, or for any bankers

or other persons with whom any moneys or effects belonging to the Company shall or may

be lodged or deposited for safe custody, or for deficiency of title to any property acquired

by order of the Board for or on behalf of the Company, or for insufficiency or deficiency of

any security upon which any moneys of or belonging to the Company shall be placed out

on or invested, or for any loss or damage arising from the bankruptcy, insolvency or

tortious act of any person with whom any monies, securities or effects shall be deposited

or left or for any other loss, misfortune or damage which may happen in the execution of

their respective offices or trusts, or in relation thereto, provided that this indemnity shall

not extend to any matter in respect of any negligence, default, breach of duty, breach of

trust, fraud or dishonesty in relation to the Company which may attach to any of the

indemnified parties.

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Delaware Singapore

The Constitution also provides that the Company may advance monies to a director or

officer for the costs charges and expenses incurred by the director or officer in defending

any civil or criminal proceedings against him, on condition that the director or officer shall

repay the advance if any allegation of fraud or dishonesty in relation to the Company is

proved against him.

Shareholder Approval of Issuances of Shares

Under Delaware law, the board of directors has the authority to issue, from time to time,

capital stock in its sole discretion, as long the number of shares to be issued, together with

those shares that are already issued and outstanding and those shares reserved to be

issued, do not exceed the authorised capital for the corporation as previously approved by

the stockholders and set forth in the corporation’s certificate of incorporation. Under such

circumstances, no additional stockholder approval is required for the issuance of capital

stock. Under Delaware law, stockholder approval is required (i) for any amendment to the

corporation’s certificate of incorporation to increase the authorised capital and (ii) for the

issuance of stock in a direct merger transaction where the number of shares exceeds 20%

of the corporation’s shares outstanding prior to the transaction, regardless of whether

there is sufficient authorised capital.

Under the Singapore Companies Act, despite anything in a company’s constitution, the

directors must not exercise any power of the company to issue shares without prior

approval of the company in general meeting. Such approval once obtained continues in

force until the conclusion of the annual general meeting commencing after the date on

which the approval was given or the expiration of the period within which the next annual

general meeting after that date is required by law to be held, whichever is earlier, but any

approval may be revoked or varied by the company in general meeting. Additional

approval of the Company in general meeting may also be required with respect to certain

future issuances of ordinary shares in accordance with the NYSE Listed Company Manual,

as described under “Issuance of New Shares” above.

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Shareholder Approval of Business Combinations

Generally, under the DGCL, completion of a merger, consolidation, or the sale, lease or

exchange of substantially all of a corporation’s assets or dissolution requires approval by

the board of directors and by a majority (unless the certificate of incorporation requires a

higher percentage) of outstanding stock of the corporation entitled to vote.

The DGCL also requires a special vote of stockholders in connection with a business

combination with an “interested stockholder” as defined in Section 203 of the DGCL. See

“— Interested Shareholders” above.

The Singapore Companies Act mandates that specified corporate actions require approval

by the company in general meeting, notably:

• despite anything in the company’s constitution, directors are not permitted to carry

into effect any proposals for disposing of the whole or substantially the whole of the

company’s undertaking or property unless those proposals have been approved by

the company in general meeting;

• subject to the constitution of each amalgamating company, an amalgamation proposal

must be approved by the members of each amalgamating company via special

resolution at a general meeting; and

• despite anything in the company’s constitution, the directors must not, without the

prior approval of the company in general meeting, issue shares.

Our Constitution provides that notwithstanding anything in the Constitution, the

Company shall not carry into effect any proposals for disposing of the whole or

substantially the whole of the Company’s undertaking or property unless those proposals

have been approved at a general meeting via the affirmative vote of at least 75% of the

issued and outstanding voting shares of the Company.

Shareholder Action Without a Meeting

Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation,

any action that may be taken at a meeting of stockholders may be taken without a meeting,

without prior notice and without a vote if a consent or consents in writing, setting forth

the action so taken, is signed by the holders of outstanding stock having not less than the

minimum number of votes that would be necessary to authorise or take such action at a

meeting at which all shares entitled to vote thereon were present and voted in the manner

required by Section 228 of the DGCL.

There are no equivalent provisions under the Singapore Companies Act in respect of

public companies that are listed on a securities exchange outside Singapore, like our

Company.

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Shareholder Suits

Under the DGCL, a stockholder may bring a derivative action on behalf of the corporation

to enforce the rights of the corporation. An individual also may commence a class action

suit on behalf of himself or herself and other similarly situated stockholders where the

requirements for maintaining a class action under the DGCL and any applicable Delaware

Court Rules have been met. A person may institute and maintain such a suit only if such

person was a stockholder at the time of the transaction which is the subject of the suit or

his or her shares thereafter devolved upon him or her by operation of law.

Additionally, under Delaware case law, the plaintiff generally must be a stockholder not

only at the time of the transaction which is the subject of the suit, but also through the

duration of the derivative suit. Delaware Court Rules also require that the derivative

plaintiff make a demand on the directors of the corporation to assert the corporate claim

before the suit may be prosecuted by the derivative plaintiff, unless such demand would

be futile.

Standing

Only persons who are registered in our Register of Members are recognized under

Singapore law as Members of our Company. As a result, only registered Members have

legal standing under Singapore law to institute shareholder actions against us, our

directors or our executive officers or otherwise seek to enforce their rights as Members of

the Company in the Singapore courts. Any such action would be subject to applicable

Singapore laws. Holders of book-entry interests in our shares may become registered

Members through exchanging their book-entry interests for certificated shares and

becoming registered in our Register of Members.

Please note that the administrative process of becoming a registered member could result

in delays that could be prejudicial to any legal proceeding or enforcement action.

Personal remedies in cases of oppression or injustice

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A member or holder of a debenture of a company may apply to the Singapore Court for an

order under section 216 of the Singapore Companies Act to remedy situations where (i)

the company’s affairs are being conducted or the powers of the company’s directors are

being exercised in a manner oppressive to, or in disregard of the interests of, one or more

of the members or holders of debentures of the company, including the applicant or in

disregard of his, her or their interests as members, shareholders, or holders of debentures

of the company; or (ii) the company has done an act, or threatens to do an act, or the

members or holders of debentures or any class of them have proposed or passed some

resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more

of the members or holders of debentures, including the applicant.

The Singapore Court has wide discretion as to the relief they may grant under such

application, including, inter alia, directing or prohibiting any act or cancelling or varying

any transaction or resolution, providing that the company be wound up, or authorizing

civil proceedings to be brought in the name of or on behalf of the company by such

person or persons and on such terms as the Singapore Court directs.

Derivative actions and arbitrations

Section 216A of the Singapore Companies Act provides a mechanism enabling, inter alia,

any member of a company to apply to the Singapore Court for permission to bring an

action or arbitration in the name and on behalf of the company or intervene in an action or

arbitration to which the company is a party for the purpose of prosecuting, defending or

discontinuing the action or arbitration on behalf of the company. Applications are

generally made by members of the company, but the Singapore Court is given the

discretion to allow such persons as the Singapore Court deems proper to apply (e.g.,

beneficial owner of shares).

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Prior to commencing a derivative action or arbitration, the Singapore Court must be

satisfied that (i) 14 days’ notice has been given to the directors of the company of the

member’s intention to make such an application if the directors of the company do not

bring, diligently prosecute or defend or discontinue the action or arbitration, (ii) the

member is acting in good faith and (iii) it appears to be prima facie in the interests of the

company that the action or arbitration be brought, prosecuted, defended or discontinued.

Class actions

The concept of class action suits in the United States, which allows individual

shareholders to bring an action seeking to represent the class or classes of shareholders,

does not exist in the same manner in Singapore. Under the Singapore Rules of Court 2021

where numerous persons have a common interest in any proceedings, such persons may

sue or be sued as a group with one or more of them representing the group. Where a

group of persons is suing as a group, all persons in the group must give their consent in

writing to the representative to represent all of them in the action and they must be

included in the list of claimants attached to the originating application or claim.

Distributions and Dividends; Repurchases and Redemptions

The DGCL permits a corporation to declare and pay dividends out of statutory surplus or,

if there is no surplus, out of net profits for the financial year in which the dividend is

declared and/or for the preceding financial year as long as the amount of capital of the

corporation following the declaration and payment of the dividend is not less than the

aggregate amount of the capital represented by the issued and outstanding stock of all

classes having a preference upon the distribution of assets.

The Singapore Companies Act provides that no dividends can be paid to shareholders of

any company except out of profits. The Singapore Companies Act does not provide a

definition on when profits are deemed to be available for the purpose of paying dividends

and this is accordingly governed by case law.

Our Constitution provides that no dividend (final or interim) shall be paid to shareholders

except out of the profits of the Company.

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Acquisition of a corporation’s own shares

Under the DGCL, every corporation may purchase, redeem, receive, take or otherwise

acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use

and otherwise deal in and with its own shares, except that generally it may not purchase or

redeem these shares for cash or other property if the capital of the corporation is impaired

at the time or would become impaired as a result of the purchase or redemption. However, a

corporation may purchase or redeem out of capital shares that are entitled upon any

distribution of its assets to a preference over another class or series of its shares if the

shares are to be retired and the capital reduced.

Acquisition of a company’s own shares

The Singapore Companies Act provides that (except as otherwise expressly provided by

the Singapore Companies Act) a company must not, whether directly or indirectly, in any

way acquire shares or units of shares in the company or purport to acquire shares or units

of shares in a holding company or ultimate holding company, as the case may be, of the

company. Any contract or transaction made or entered into in contravention of the

aforementioned prohibition is void.

However, provided that it is expressly permitted to do so by its constitution and subject to

the conditions of each permitted acquisition contained in the Singapore Companies Act, a

company may, generally:

• redeem redeemable preference shares on such terms and in such manner as is provided

by its constitution. Preference shares must not be redeemed unless they are fully paid

up and must not be redeemed out of the capital of the company unless all the

directors make a solvency statement in relation to such redemption in accordance with

the Singapore Companies Act, and the company lodges a copy of the statement with

ACRA;

• whether or not it is listed on an exchange in Singapore approved by the Monetary

Authority of Singapore or any securities exchange outside Singapore, make an off-

market purchase of its own shares in accordance with an equal access scheme

authorised in advance by the company in general meeting;

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• make a selective off-market purchase of its own shares in accordance with an

agreement authorised in advance by the company in general meeting by a special

resolution where persons whose shares are to be acquired and their associated

persons have abstained from voting;

• whether or not it is listed on an exchange in Singapore approved by the Monetary

Authority of Singapore or any securities exchange outside Singapore, make an

acquisition of its own shares under a contingent purchase contract which has been

authorised in advance by a special resolution of the company; and

• where listed on a securities exchange, make an acquisition of its own shares on the

securities exchange, unless the purchase or acquisition has been authorized in

advance by the company in general meeting.

A company may also purchase its own shares by an order of the Singapore Court.

The total number of ordinary shares and stocks in any class that may be purchased or

acquired by a company during the relevant period must not exceed 20% (or such other

prescribed percentage) of the total number of ordinary shares and stocks of the company

in that class as of the date of the resolution passed to authorise the purchase or

acquisition of the shares, unless the company has, at any time during the relevant period,

reduced its share capital by a special resolution or the Singapore Court has, at any time

during the relevant period, made an order approving the reduction of share capital of the

company. If such is the case, the total number of ordinary shares and stocks of the

company in any class shall be taken to be the total number of ordinary shares and stocks

of the company in that class as altered by the special resolution or the order of the

Singapore Court approving the capital reduction (as the case may be).

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For these purposes, the term “relevant period” means the period commencing from the

date a relevant resolution is passed and expiring on the date the next annual general

meeting is or is required by law to be held, whichever is the earlier.

Financial assistance for the acquisition of shares

A public company or a company whose holding company or ultimate holding company is a

public company shall not give financial assistance to any person whether directly or

indirectly for the purpose of or in connection with:

• the acquisition or proposed acquisition of shares in the company or units of such

shares; or

• the acquisition or proposed acquisition of shares in its holding company or ultimate

holding company (as the case may be), or units of such shares.

Financial assistance may take the form of a loan, the giving of a guarantee, the provision

of security, the release of an obligation, the release of a debt or otherwise.

However, a company may provide financial assistance for the acquisition of its shares or

shares in its holding company or ultimate holding company if it complies with the

requirements (which may include approval by special resolution) set out in the Singapore

Companies Act.

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Our Constitution provides that the Company may purchase its own shares for cancellation

or acquire them as treasury shares in accordance with the Singapore Companies Act on

such terms as the Board shall think fit. However, save to the extent permitted by the

Singapore Companies Act, none of the funds of the Company or of any subsidiary thereof

shall be directly or indirectly employed in the purchase or subscription of or in loans upon

the security of the Company’s shares.

Transactions with Officers or Directors

Under the DGCL, no contract or transaction between a corporation and one or more of its

directors or officers, or between a corporation and any other corporation, partnership,

association, or other organization in which one or more of its directors or officers, are

directors or officers, or have a financial interest, shall be void or voidable solely for this

reason, or solely because the director or officer is present at or participates in the meeting

of the board or committee which authorizes the contract or transaction, or solely because

any such director’s or officer’s votes are counted for such purpose, if:

• the material facts as to the director’s or officer’s relationship or interest and as to the

contract or transaction are disclosed or are known to the board of directors or the

committee, and the board or committee in good faith authorizes the contract or

transaction by the affirmative votes of a majority of the disinterested directors, even

though the disinterested directors be less than a quorum; or

• the material facts as to the director’s or officer’s relationship or interest and as to the

contract or transaction are disclosed or are known to the stockholders entitled to

vote thereon, and the contract or transaction is specifically approved in good faith

by vote of the stockholders; or

Under the Singapore Companies Act, directors and the chief executive officer of a

company are not prohibited from dealing with the company, but where they have an

interest, whether directly or indirectly, in a transaction or proposed transaction with the

company, that interest must be disclosed as soon as practicable after the relevant facts

have come to his or her knowledge, at a meeting of the directors of the company or by a

written notice sent to the company detailing the nature, character and extent of his or her

interest in the transaction or proposed transaction with the company.

In addition, a director or chief executive officer who holds any office or possesses any

property whereby, whether directly or indirectly, any duty or interest might be created in

conflict with their duties or interests as director or chief executive officer (as the case may

be) must declare the fact and the nature, character and extent of the conflict at a meeting of

directors or send a written notice to the company detailing the fact and the nature,

character and extent of the conflict.

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• the contract or transaction is fair as to the corporation as of the time it is authorized,

approved or ratified, by the board of directors, a committee or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum

at a meeting of the board of directors or of a committee which authorizes the contract or

transaction.

The Singapore Companies Act extends an interest of a director or chief executive officer

(as the case may be) to include an interest of a member of the director’s or chief executive

officer’s family (as the case may be), which includes his or her spouse, son, adopted son,

stepson, daughter, adopted daughter and stepdaughter.

However, there is no requirement for disclosure where the interest of the director or chief

executive officer consists only of being a member or creditor of a corporation which is

interested in the transaction or proposed transaction with the company if the interest may

properly be regarded as immaterial.

Where the transaction or the proposed transaction relates to any loan to the company, the

director or chief executive officer (as the case may be) is not deemed to be interested or to

have been at any time interested in any transaction or proposed transaction by reason

only that he or she has guaranteed or joined in guaranteeing the repayment of such loan,

unless the constitution provides otherwise.

Further, where the transaction or the proposed transaction has been or will be made with

or for the benefit of a related corporation as defined under the Singapore Companies Act,

the director or chief executive officer shall not be deemed to be interested or at any time

interested in such transaction or proposed transaction by reason only that he is a director

or chief executive officer (as the case may be) of the related corporation, unless the

constitution provides otherwise.

Subject to specified exceptions, the Singapore Companies Act restricts a company (other

than an exempt private company) from, among others, (i) making a loan or a quasi-loan to

its directors or to directors of a corporation deemed to be related under the Singapore

Companies Act (each a “relevant director”) or giving a guarantee or security in

connection with such a loan or quasi-loan, (ii) entering into a credit transaction as creditor

for the benefit of a relevant director, or giving a guarantee or any security in connection

with such a credit transaction, (iii) arranging an assignment to or assumption by the

company of any rights, obligations or liabilities under a transaction which, if it had been

entered into by the company, would have been a restricted transaction, and (iv) taking

part in an arrangement under which another person enters into a transaction which, if

entered into by the company, would have been a restricted transaction and such person

obtains a benefit from the company or a company deemed related under the Singapore

Companies Act. Companies are also restricted from entering into any of the

aforementioned transactions with the spouse or children (whether adopted or natural or

step-children) of its directors.

Subject to specified exceptions, the Singapore Companies Act prohibits a company (other

than an exempt private company) from, among others, making a loan or a quasi-loan to

another company, variable capital company or a limited liability partnership or entering into

any guarantee or providing any security in connection with a loan or a quasi-loan made to

another company, variable capital company or a limited liability partnership by a person

other than the first-mentioned company, entering into a credit transaction as a creditor for

the benefit of another company, variable capital company or a limited liability partnership,

or entering into any guarantee or providing any security in connection with a credit

transaction entered into by any person for the benefit of another company, variable capital

company or a limited liability partnership if a director or directors of the first-mentioned

company is or together are interested in 20% or more of the total voting power in the other

company, variable capital company or the limited liability partnership (as the case may be),

unless there is prior approval by the company in general meeting for the making of,

provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security

(as the case may be) at which the interested director or directors, and his, her or their

family members, abstained from voting.

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Such prohibition shall extend to apply to, among others, a loan or quasi-loan made by a

company (other than an exempt private company) to another company or a limited liability

partnership, a credit transaction made by a company (other than an exempt private

company) for the benefit of another company or limited liability partnership, and a

guarantee entered into or security provided by a company (other than an exempt private

company) in connection with a loan or quasi‑loan made to another company or a limited

liability partnership by a person other than the firstmentioned company or with a credit

transaction made for the benefit of another company or a limited liability partnership

entered into by a person other than the firstmentioned company, where such other

company or limited liability partnership is incorporated or formed (as the case may be)

outside Singapore, if a director or directors of the first-mentioned company (a) is or

together are interested in 20% or more of the total voting power in the other company or

limited liability partnership or (b) in a case where the other company does not have a share

capital, exercises or together exercise control over the other company whether by reason

of having the power to appoint directors or otherwise.

For this purpose, the Singapore Companies Act provides that an interest of a member of a

director’s family, including the director’s spouse, son, adopted son, stepson, daughter,

adopted daughter and stepdaughter, is treated as the interest of the director.

Dissenters’ Rights

Under the DGCL, a stockholder of a corporation who (i) holds share of stock on the date of

the making of a demand pursuant to the DGCL with respect to such shares, (ii) continues

holding such shares through the effective date of certain types of major corporate

transactions (e.g., mergers or consolidations), (iii) has otherwise complied with the

requirements of the DGCL and (iv) has voted neither in favor of the transaction nor

consented there to in writing, may, under varying circumstances, be entitled to appraisal

rights pursuant to which the stockholder may receive cash in the amount of the fair market

value of his or her shares in lieu of the consideration he or she would otherwise receive in

the transaction.

Generally, there are no equivalent provisions in Singapore under the Singapore Companies

Act.

In the case of amalgamation proposals, the Singapore Court, only if satisfied that giving

effect to an amalgamation proposal would unfairly prejudice a member or creditor of an

amalgamating company, or to a person to whom an amalgamating company is under an

obligation, may, on the application of that person made at any time before the date on

which the amalgamation becomes effective, make any order in relation to the amalgamation

proposal on such terms or conditions as the Singapore Court thinks fit.

Cumulative Voting

Under the DGCL, the Delaware Organizational Documents may provide that its directors

shall be elected by cumulative voting. When directors are elected by cumulative voting, at

all elections of directors of the corporation, or at elections held under specified

circumstances, each holder of stock or of any class or classes or of a series or series

thereof shall be entitled to as many votes as shall equal the number of votes which (except

for such provision as to cumulative voting) such holder would be entitled to cast for the

election of directors with respect to such holder’s shares of stock multiplied by the number

of directors to be elected by such holder, and that such holder may cast all of such votes

for a single director or may distribute them among the number to be voted for or for any

two or more of them as such holder may see fit.

There are no equivalent provisions in Singapore under the Singapore Companies Act.

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Anti-Takeover Measures

Under the DGCL, the certificate of incorporation may give the board the right to issue new

classes of preferred stock with voting, conversion, dividend distribution, and other rights

to be determined by the board at the time of issuance, which could prevent a takeover

attempt.

In addition, Delaware law does not prohibit a corporation from adopting a stockholder

rights plan, or “poison pill,” which could prevent a takeover attempt.

Singapore law does not generally prohibit a company from adopting “poison pill”

arrangements which could prevent a takeover attempt and also preclude shareholders from

realizing a potential premium over the market value of their shares. However, the directors,

in their discharge of their fiduciary duties, are required to consider any possible

transaction and act in the best interests of the company.

Under the Singapore Take-over Code which generally applies to corporations with a

primary listing in Singapore, unlisted public companies with more than 50 shareholders

and net tangible assets of S$5 million or more, if, in the course of an offer, or even before

the date of the offer announcement, the board of the offeree company has reason to

believe that a bona fide offer is imminent, the board must not, except pursuant to a

contract entered into earlier, take any action, without the approval of shareholders at a

general meeting, on the affairs of the offeree company that could effectively result in any

bona fide offer being frustrated or the shareholders being denied an opportunity to decide

on its merits.

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Exhibit 4.1

19 December 2024

Hafnia Pools Pte. Ltd.

10 Pasir Panjang Road #17-01

Mapletree Business City

Singapore 117438

Dear Sirs,

HAFNIA POOLS PTE. LTD.

PROVISION OF CORPORATE SERVICES

This Letter of Engagement and the enclosed (a) Standard Terms and Conditions and (b) Schedules set forth the basis for the engagement of BW Maritime Pte Ltd as the provider of

corporate services to Hafnia Pools Pte. Ltd. and its affiliated companies. The terms and conditions upon which we will act are set out in the attached Standard Terms and Conditions. Our

fees for providing the corporate services and the scope of services are set out in the Schedules. Please note that the Schedules and Standard Terms and Conditions form part of this

letter and the entire contract between us.

If the terms of our engagement are acceptable to you, kindly sign and return the duplicate of this letter to us. If you require any clarification, please feel free to contact Mr. Chan Chee

Kah at telephone number (65) 6434 5866.

Yours faithfully

/s/ Sebastien Brochet

Sebastien Brochet, CFO

For and on behalf of BW Maritime Pte Ltd

We, Hafnia Pools Pte. Ltd., confirm that we have read this letter and the enclosed (a) Standard Terms and Conditions and (b) Schedules, and agree to be bound by the terms set out

therein and confirm your appointment with effect from the date of acceptance of this letter.

/s/ Petrus Wouter Van Echtelt

Petrus Wouter Van Echtelt, CFO

For and on behalf of Hafnia Pools Pte. Ltd.

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STANDARD TERMS AND CONDITIONS

1. Definitions and Interpretation

When used herein the following terms shall have the following meanings, the singular shall include the plural and the masculine gender shall include the feminine and the neuter

genders:

"BW" means BW Maritime Pte Ltd.

"Company" means Hafnia Pools Pfu. Ltd. and each of its affiliated companies.

"Contract" means the Letter of Engagement of even date herewith and the accompanying Standard Terms and Conditions and Schedules (including any and all appendices and

supplemental thereof) made between Hafnia Pools Pte. Ltd. and BW Maritime Pte Ltd.

"Designees" means any person or company who shall from time to time be designated by BW Maritime Pte Ltd to act as Director or Officer of the Company or to perform

Services pursuant to the Contract.

"Schedules" means the schedule for each corporate function setting out the scope of services to be provided by BW Maritime Pte Ltd to the Company.

"Services" includes any acts done or to be done and services performed or to be performed by BW or by the Designees as set out in the Schedules.

2. Our Services and responsibilities

(a) BW shall provide the Services with reasonable skill and care.

(b) BW shall use its best efforts to meet any specified timetable. Unless expressly agreed in writing, dates contained in the Contract or otherwise communicated are

indicative dates intended for planning purposes only.

(c) Unless expressly agreed in writing, any further work which BW agrees to carry out in connection with the Services shall be carried out as part of the Contract and shall

be subject to its terms.

(d) The Company shall not rely on draft deliverables or oral advice issued by BW as they may be subject to further work and revisions.

(e) BW represents that it has sufficient and competent personnel and other resources to carry out the Services pursuant to this Contract with a satisfactory quality and a

service level.

(f) BW is conscious that the Company is, or maybe listed on the Oslo Stock Exchange, and of the implications in terms of listing requirements and continuing obligations,

and will take appropriate steps to remain aware of and to perform the Services consistent with these requirements and obligations.

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3. Your Responsibilities

(a) BW's performance is dependent on the Company carrying out its responsibilities as set out in the Contract.

(b) The Company shall provide BW promptly with all information and instructions, and access to third parties, reasonably required to perform the Services. The Company

shall ensure that BW is permitted to use any third party information or intellectual property rights which the Company shall require BW to use to perform the Services.

(c) The Company represents that all information provided to BW is accurate, complete and not misleading (BW shall rely on this information to perform the Services and

shall not verify in any way except to the extent expressly agreed to) in any material respect. To avoid any misunderstanding or miscommunication in the course of duty,

where possible, communications between BW and the Company must be in writing by letter, email or facsimile. The Company shall notify BW in writing, without delay,

upon becoming aware of any matter or circumstance which is materially inconsistent with the information disclosed or renders any such information inaccurate or

misleading. BW shall not be liable for any loss or damage, fines and penalties arising from reliance on any information or materials supplied by the Company or for any

inaccuracy or defect in any information or materials supplied by the Company.

(d) The Company shall ensure that staff with the appropriate skills and experience is made available to provide assistance as reasonably required to enable BW to perform

the Services.

4. Fees and Payments

(a) Fees for the Services shall be charged on the basis as set out in the Schedules attached to the Letter of Engagement.

(b) Any fee estimate given by BW, whether for planning or any other purposes, shall be given in good faith but shall be subject to revision by mutual agreement if the

level of activity deviates significantly. Where foreseeable, increases to or extensions in fees or costs shall be communicated and agreed in advance, prior to the

relevant Services proceeding.

(c) All fees are inclusive of expected travel and related expenses unless stated otherwise in the Contract. If BW is likely to incur unbudgeted travel and related expenses

these must be approved in advance in writing by the Company and the Company will then be responsible for them but may require that BW presents supporting

invoices for such costs and expenses before any reimbursement is made by the Company to BW.

(d) All fees shall be stated exclusive of any taxes other the corporate income taxes. The Company shall be responsible for paying any taxes other than corporate income

taxes arising from the Contract, such as GST, at the rate incurred by BW.

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(e) All invoices shall be due for payment 14 days from invoice date, subject however to provision of supporting invoices as per item (c) above, if required by the

Company.

5. Intellectual Property Rights

BW shall own the intellectual property rights in the deliverables and any materials created under the Contract.

6. Data Protection

(a) In connection with this engagement, BW and the Company may provide personal data to each other which may be subject to applicable data protection laws and

regulations.

(b) The Company agrees that BW may process and transfer personal data belonging to the Company's personnel to other BW companies and relevant subcontractors

(who may be located in other territories) if BW reasonably considers it necessary for the purposes and provided that BW complies with applicable data protection laws

of (i) providing the Services, (ii) maintaining BW's operations and/or management systems, and (iii) quality and risk management reviews. In this respect BW is to be

mindful of, and is entirely responsible for, compliance with laws and regulations including compliance with insider trading rules of any jurisdiction or exchange.

7. Subcontractors

BW may use its affiliated companies and third party subcontractors to provide the Services. BW shall remain solely responsible for the Services. The parties acknowledge that

where third party subcontractors are engaged to provide Services, such subcontractors may invoice the Company directly.

8. Term and Termination

(a) The Contract for Services shall commence on the date set forth in the respective Schedule to which they relate.

(b) The Contract may be terminated by either party serving the required notice period as set forth in the respective Schedule or if the Schedule is silent not less than 180

days written notice. The termination of a Service shall not affect the terms and/or validity of the other Services under the Contract. This Contract in its entirety

(including all Schedules) may be terminated upon 365 days written notice.

(c) The Contract may be terminated by either party by written notice in the event that the other party is unable to pay its debts or has a receiver, manager or liquidator

appointed or calls a meeting of its creditors or ceases for any other reason to carry on business or, if in the reasonable opinion of the other party any of these events

appears likely to happen.

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(d) The Company may terminate any Schedule by 90 days' written notice if BW is in continuing breach of its obligations pursuant to such Schedule for a period of 30 days

or more.

(e) On the termination of the Contract, the Company shall pay BW for all Services provided up to the termination and for additional costs necessarily incurred as a result

of the early termination of the Services for example costs relating to sub- contracts or relocation costs.

9. Confidentiality

(a) BW and the Company shall not disclose to any third party, without the prior written consent of the other party, any confidential information received from the other

party for the purposes of providing or receiving the Services which if disclosed in writing is marked confidential or if disclosed orally is confirmed in writing as being

confidential. This provision shall not apply to any information which:

(i) is or becomes generally available to the public other than as a result of a breach of an obligation under this provision; or

(ii) is acquired from a third party who owes no obligation of confidence in respect of the information; or

(iii) is in possession of the receiving party without restriction before the date of receipt from the other party; or

(iv) the recipient is required by law, a court of competent jurisdiction, or by a government or regulatory authority, or under the Company's Constitution to disclose.

(b) BW and the Company shall not disclose any confidential information to its professional advisors or insurers or to any other third party provided that the disclosing

party shall ensure that the person to whom such information is disclosed is informed of its confidential nature and where appropriate enters into a confidentiality

undertaking with the disclosing party. Where necessary, BW shall inform the Company for inclusion of such parties in its insiders list for exchange compliance

purposes.

(c) BW acknowledges that confidential information received from the Company or its affiliates in connection with this Contract may have an effect on the price of the

shares in the Company or related financial instruments, and will thus be classified as insider information under the Norwegian Securities Trading Act ("Inside

Information").

(d) BW acknowledges that any person being in possession of Inside Information will be subject to prohibition on trading (directly or indirectly) in the financial instrument,

prohibition on giving advice regarding trading in the financial instrument and a duty of confidentiality and to prevent that unauthorized persons are given access to

the Inside Information, breach of which are subject to criminal sanctions.

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(e) BW undertakes to maintain lists of all persons (individuals) that receive Inside Information. As required by the Norwegian Securities Trading Act, the list shall be

continuously updated and shall state the identity of the persons, the date and time the persons were given access to the information, the functions of the persons, the

reasons why the persons are given access to the information and the date of entries and changes to the list. Separate lists may be maintained for separate projects,

tasks or events. The persons to be listed shall be made aware of the rules referred to in clause (d) above. The lists shall be kept for at least five years from last being

updated. Upon the Company's request, BW shall promptly provide the Company with a copy of the relevant list.

10. Liability

(a) BW shall not be liable for losses suffered other than in respect of the performance of the Services to the extent that it is determined to have resulted from intentional or

deliberate misconduct or gross negligence of its employees, and which in any case is restricted to five times of the fee paid for the services or work giving rise to the

liability. The Company agrees that BW shall not be responsible for losses suffered by third parties relying, without consent, on any work arising from the engagement

of its servicey.

(b) To the extent permitted by law, BW shall not be liable for any loss, damages or expenses, not directly caused by its wrongdoing (including loss of profits or revenue,

business interruption, loss or corruption of data, loss of business opportunity, or failure to realise anticipated savings or benefits) arising in any way in relation to the

Services.

(c) The Contracts (Rights of Third Parties) Act of Singapore shall not under any circumstances apply to this Contract and any person who is not a party to this Contract

shall have no right whatsoever under the said Act to enforce this Contract or any of its terms and the parties to this Contract do not intend for any term of this

Contract to be enforceable by any third party.

(d) Any legal proceeding arising from this Contract must be brought within 2 years from the date when the party bringing the proceeding first becomes aware or ought

reasonably to have become aware of the facts which give rise to the liability or alleged liability and in any event no later than 4 years after such cause of action

accrued.

(e) Nothing in this Contract precludes BW nor any employee or agent of BW taking such steps as are necessary in order to comply with the professional or ethical rules

of any relevant professional body of which an employee or agent may be a member.

11. SEC Prohibitions

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Nothing in this Contract applies to the extent that it is prohibited by the rules of the US Securities and Exchange Commission.

12. Electronic Communication

In connection with the Services, the parties to this Contract may from time to time communicate with each other electronically. It is acknowledged that electronic

transmission of information cannot be guaranteed secured or error free and such information could be delayed or incomplete, be intercepted, corrupted, lost, destroyed

or otherwise be adversely affected or unsafe to use. Accordingly each party accepts the limitations of electronic communication, and shall use every reasonable means

to check for commonly known viruses before sending information electronically.

13. General

(a) Force Majeure - Neither party to this Contract shall be liable to the other for any failure to fulfill obligations caused by circumstances outside its reasonable control.

(b) Assignment - No party may transfer, charge or otherwise seek to deal in any of its rights or obligations under the Contract without the prior written consent of the other

party. No party may assign its rights or obligations under the Contract except that BW may assign its rights and obligations to any legal entity established or

designated to take over all or part of BW's business.

(c) Waiver - No delay by either party in enforcing any of the terms or conditions of the Contract shall affect or restrict its rights and powers arising under the Contract. No

waiver of any term or condition of the Contract shall be effective unless made in writing.

(d) Amendment- Any amendment to the Contract shall not be effective unless agreed in writing by both partiev.

(e) Survival - The provisions of the Contract which expressly or by implication are intended to survive its termination or expiry shall survive and continue to bind both

parties.

(f) Staff - No party shall during the period of this Contract or within 6 months of its termination or expiry solicit directly or indirectly any staff of the other who has been

involved in providing or receiving the Services or otherwise connected with the Contract without the prior written consent of and upon such terms specified by the

other party. This shall not restrict either party from employing staff who apply unsolicited in response to a general advertising or other general recruitment campaign.

(g) Entire Agreement - The Contract forms the entire agreement between BW and the Company relating to the Services. It replaces and supersedes any previous

proposals, correspondence, understanding or other communications whether written or oral.

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14. Governing Law

(a) Applicable law - This Contract shall be governed by and interpreted in accordance with the laws of Singapore.

(b) Mediation - If a dispute arises, the parties shall attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings.

(c) Arbitration - Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to

and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration ("SCMA Rules") for the

time being in force at the commencement of the arbitration, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be

Singapore. The language of the arbitration shall be English.

The Parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the disputes referred to arbitration through

mediation at one of the following: (a) the Singapore Mediation Centre ("SMC") or (b) the Singapore International Mediation Centre ("SIMC"), in accordance with the

SCMA Arb-Med-Arb Protocol ("SCMA AMA Protocol" set out in Schedule C of the SCMA Rules) for the time being in force. Any settlement reached in the course of

the mediation shall be referred to the Arbitral Tribunal appointed in accordance with the SCMA Rules and may be made a consent Award on agreed terms.

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SCHEDULE A

SCOPE OF SERVICES FOR CORPORATE SECRETARIAL

For Listed Entity

Annual retainer covers the following services payable in advance, plus out of pocket expenses and GST:

1. Board and Audit Committee Meetings

(4 meetings each in a year for the release of quarterly and full year results)

■ Preparing notice and agenda of meetings.

■ Attendance at such meetings, drafting minutes ofpe meetings and liaising with Management and Chairman of Meetings to finalize the minutes.

2. Nominating Committee (NC) and Remuneration Committee (RC) Meetings (1 meeting for NC and 2 meetings for RC in a year)

■ Preparing notice and agenda of meeting.

■ Attendance at such meetings, drafting minutes of the meetings and liaising with Management and Chairman of Meetings to finalize the minutes (if required).

3. Annual General Meeting (AGM) / Extraordinary General Meeting (EGM) / Annual Report

■ Preparing notice of general meeting, proxy form, attendance list and related documents.

■ Providing corporate information in respect of statutory records maintained by us for inclusion in Annual Report.

■ Liaising with the Share Registrar and Transfer Agent for shareholder representation and shareholder's statistics necessary for the general meeting and Annual Report.

■ Review of Annual Report, in particular, substantial shareholders information and corporate information.

■ Preparing Chairman's script for general meeting.

■ Attendance at, and conduct of, general meeting, drafting minutes of general meeting and liaising with Chairman of Meeting to finalize the minutes.

■ Post transfer of registration to Singapore, lodging the statutory annual returns with ACRA within the prescribed period.

4. Routine/ Ad-hoc Compliance Work

■ Providing up to two named Secretary or Assistant Secretary for the Company.

■ Writing-up and/or reviewing of Corporate Governance Report based tn the rules of the Oslo Stock Exchange and Norwegian Code of Practice for Corporate Governance

and he corporate governance rules of the New York Stock Exchange and the U.S. Securities Exchange Act of 1934, as amended.

■ Maintaining the statutory record in accordance with applicable laws.

■ Drafting of corporate resolutions.

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SCHEDULE A

SCOPE OF SERVICES FOR CORPORATE SECRETARIAL (continued)

4. Routine/ Ad-hoc Compliance Work (continued)

■ Liaising with the board on board matters.

■ Ensuring compliance with applicable laws and regulations.

■ Providing any general corporate secretarial and advisory services.

■ Attending to the required filings with company registries as relevant.

For Each Private Entity

Annual retainer covers routine services payable in advance, plus out-of-pocket expenses and GST.

1. Routine Statutory Compliance Work

The services which we will provide to the Company to assist the Company to comply with the provisions of the relevant corporation laws and applicable regulations are as

follows:

1.1 Annual General Meeting (AGM) and Annual Return

A Company is required by law to hold annual general meeting and may be required to lay before the member(s) statutory accounts of the Company, and thereafter

lodge the relevant statutory returns with the relevant company registry within a prescribed period. In this context, we shall, where required, draft the required

documents in connection thereto as follows:

■ Minutes of board meetings or board resolutions in writing in accordance with the provisions of the Company's Constitution and/or Bye-Laws.

■ Notice (and, where appropriate, consent to short notice) of the AGM.

■ Proxy form.

■ Minutes of AGM.

■ Annual lodgement (if required).

1.2 Resolutions and Statutory Returns

We will assist in the drafting of routine resolutions relating to matters as set out below, including the monitoring and following up on the necessary lodgement of the

statutory returns with the relevant company registry (if required):

■ Change in the officer of the Company.

■ Change of registered office.

■ Change of financial year end.

■ Opening or closing of bank accounts.

■ Change of banking mandates.

■ Acceptance of banking facilities.

■ Share transfers.

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SCHEDULE A

SCOPE OF SERVICES FOR CORPORATE SECRETARIAL (continued)

2. Ad-hoc Compliance Work

During the year, the Company may make changes which are ad-hoc in nature and which are required to be formalized, recorded in the statutory books, and/or notified to the

company registry. Examples of such changes are:

■ Change in the Constitution or Bye-Law.

■ Alteration of capital structure.

■ Change of company name.

■ Setting up new joint ventures and acting as corporate administrator for the new joint ventures.

■ Setting up and managing any Long Term Incentive Plan (LTIP) as needed.

At your request, we will assist in the drafting of the required special and/or ordinary resolutions or minutes of Board and/or Extraordinary General Meetings, and all other

necessary documents in connection thereto, including lodgement of any required returns with the relevant company registry.

In addition, we will also be pleased to provide, if required, the services as set out below:

■ Providing up to two named Secretary or Assistant Secretary (as the case may be) for each Company.

■ Arranging for our staff to attend Board Meetings and assist in the drafting of minutes.

■ Attending to the formation of new companies/ branches/ representative office.

■ Attending to any queries on the requirements of the corporation laws other than those stipulated above as routine matter and carrying out any additional work in

compliance therewith.

Fees and Terms

1. Corporate:Services

JUS$591,000 per annum+ GST to be billed monthly plus out of pocket expenses.

Shipman Support:

US$11,000 per annum+ GST to be billed monthly.

2. Professional fees incurred directly on behalf of the Company will be agreed with the Company, and billed separately on a cost pass through basis.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule A with effect from 1 January 2025.

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SCHEDULE B

SCOPE OF SERVICES FOR INTERNAL AUDIT

1. Services

(a) Conduct audit reviews based on the agreed Audit Plan

● The Company's Management is to provide timely concurrence on the proposed Audit Plan to allow the planning and execution of the plan by the BW Group Internal

Audit Team ("IA").

● The Audit Plan will be presented to the Audit Committee for approval.

(b) Reporting on audit reviews

● Provision of an Internal Audit Report to the Company's Management following the completion of each internal audit project.

● Preparing an Audit Committee Meeting Paper ("AC Paper") to the Company's Management for the purpose of the Company's Audit Committee Meeting where

necessary.

● Perform quarterly follow-up on findings and recommendations. All findings shall remain as open until it has been adequately verified for closure.

2. Other terms

(a) It is the responsibility of the Company's Management to seek concurrence of the Annual Audit Plan from the Company's Audit Committee, as deemed necessary.

(b) It is the responsibility of the IA to present the AC Paper to the Company's Audit Committee.

(c) It is the responsibility of the Company's Management to provide IA with the latest relevant financial/ management information (e.g. Risk Manual) to facilitate the internal

audit projects.

(d) In accordance with the Audit Plan, IA will plan the scope of the audit and conduct the respective audit project within a proposed timetable. This assumes that IA can be

assured of the availability and full co-operation of the Company's Management and staff, and those of other entities where relevant, in providing the information IA may

require.

(e) The Company's Management is to ensure IA is promptly granted access to your premises, staff, records, information technology and other systems to the extent necessary

to perform our service within the proposed timetable, as may be requested from time to time.

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SCHEDULE B

SCOPE OF SERVICES FOR INTERNAL AUDIT (continue)

1. Other terms (continue)

(f) At the request of the Company's Management, IA can increase the scope of an audit project or perform additional ad-hoc projects, but subject to prior agreement from IA.

Additional resources and time incurred, if any, shall be for the Company's account.

(g) Whilst IA contributes to the on-going effectiveness of the internal control environment and systems, it is not primarily responsible for establishing or maintaining them. The

Company's Management has the ultimate responsibility to ensure that a system of internal controls is in place and that any audit findings arising from the IA Audit Reports

are addressed by the Management and staff as deemed appropriate.

(h) In the event that the timing of the audit projects has to be revised, the revised timing of the project is to be mutually agreed between the Company's Management and IA,

prior to the commencement of the audit

(i) In the event that IA believes that a conflict of interest has arisen or may arise after IA commences the service, IA will advise and discuss with the Company's Management

to reach an appropriate solution.

2. Fees and other expenses

(a) For the services under 1 above, the Company shall pay the following fees:

Fees:

Corporate Services:

US$288,000 per annum+ GST to be billed monthly.

Shipman Support:

US$68,000 per annum+ GST to be billed monthly.

(b) All other costs and expenses, including but not limited to travel and out-of-pocket expenses for audit projects of overseas offices (other than Singapore office) are to be for

the Company's account and are to be on re-imbursement basis.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule B with effect from 1 January 2025.

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SCHEDULE C

SCOPE OF SERVICES FOR TAX

The scope of services rendered to each entity under the Hafnia Limited group of companies includes:

1. GROUP TAXATION SERVICES

1.1 Tax Compliance

● Group Tax will assist in the preparation, review and submission of corporate tax, withholding tax and Goods and Services Tax Value Added Tax returns and

computations, including transfer pricing reports for compliance purpose, if required, to the relevant tax authorities, upon the relevant Company's approval.

1.2 Tax Advisory

● Will work in tandem with Hafnia to ensure that operating structure adopted is in line with the requirements of BEPS.

● Group Tax will provide various type of tax advisory services (not limited to the below):

● Applicability of international tax to Hafnia business

● Handle tax queries/ investigation

● Freight tax advisory

● Mergers & Acquisition

● Advisory on transfer pricing related matters

● Manage any tax incentive accorded to Hafnia such as the Approved International Shipping Enterprise incentive

Fees:

Corporate Services:

US$353,000 per annum+ GST to be billed monthly.

Shipman Support:

US$33,000 per annum+ GST to be billed monthly.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule C with effect from 1 January 2025.

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SCHEDULE D

SCOPE OF SERVICES FOR INUSRANCE

The services to be provided include:

1. Placing of, inter alia, Hull and Machinery, Increased Value, Protection and Indemnity, War Risk, Loss of Hire, Freight, Demurrage and Defence Directors' and Officer Liability

insurance, Crime & Fidelity and any other relevant or appropriate insurances required for the fleet, crew and shore based staff.

2. Managing all insurance claims with input from Hafnia; ensuring all claims are properly and promptly handled to conclusion, with appropriate internal and external liaison.

3. Ensure timely declaration to underwriters on War breaches whenever vessels transit High Risk Areas.

4. Application for, and provision of, all necessary insurance related trading certificates, including CLC US Certificates of Finance Responsibility (COFRs), Bunker Convention

Certificate; Wreck Removal Certificate.

5. Ensure that insurance cover for vessels (Hull and Machinery, Increased Value and War risk) are reviewed quarterly and adjusted to reflect prevailing market values of the vessels

in accordance with current QMS procedures.

6. Arrange Comprehensive Charterer's Liability and Bunker insurances for time-chartered in vessels.

7. Provide ad hoc advice and guidance as requested on insurance related matters.

8. Disseminate broker reports, insurer circulars etc. on matters of interest to the insurance community, as appropriate and relevant.

9. Present and provide suggestions for insurance renewals, in due course, in order to obtain approval of insurance structure and pricing.

10. Liaison with EVP, technical for ship insurances of Hafnia as the nominated Management Team contact for all Hafnia insurance matters.

Fees:

Shipman Support:

US$821,000 per annum+ GST to be billed monthly.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule D with effect from 1 January 2025.

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SCHEDULE E

SCOPE OF SERVICES FOR HUMAN RESOURCES AND FACILITIES

1. Office Administration and Facility Management

● Provision of 18

floor office space of approximately 1,222.70 sqm.

● Provision of approximately 89 desks (86 pieces of 1.6m desks and 3 pieces of 2m desks).

● Receptionist service and support, including guest reception, mails management and courier services.

● Management and issuance of office door access cards.

● Management of cleaning company contract and services.

● Management of cleaning company's performance and feedback.

● Coordination of the following office maintenance: pest control, landscaping, and yearly maintenance of fire extinguishers.

● Provision of general office insurance coverage.

● Processing and recharging monthly electricity and utility expenses, including aircon extension.

● Central coordination and management of MBC Fire Drill (twice a year).

● Management of corporate rates for hotels and gym memberships.

Note: the following expenditures will be recharged upon receipt of invoices

● Cleaning company contract and services, pest control landscaping and fire extinguisher maintenance.

● Electricity and utility expenses, including aircon extension.

● Office insurance.

2. Benefits Administration and Company Events

• Provision of season parking lots. The actual parking cost will be borne Hafnia.

• Organize and/or coordinate key company events, e.g., year-end dinner and recreation club activities. Actual cost of event is recharged based on headcount.

3. Compensation

• Participate in annual salary surveys based on BW Maritime's data and sharing of reports with Hafnia.

4. HR Systems Subscription Fees

• myHR system license agreement, including user subscription but excluding application maintenance services (AMS), systems troubleshooting and customization

requests.

5. Recruitment Assessment

• Provision of PLI assessment service. Cost to be recharged at 50% upon receipt of invoice.

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SCHEDULE E

SCOPE OF SERVICES FOR HUMAN RESOURCES AND FACILITIES (continued)

Fees:

For Services described in 1 to 4 above:

US$69,000 per annum+ GST to be billed monthly.

For office space described in 1 above (based on office space of approximately 1,222.70 square metres) ("Office Space"):

For 2025: S$99,906.82 per month plus applicable taxes to be billed monthly.

Hafnia has been granted the Office Space rent free for the months of January and February 2022, subject to the term(s) below (Rent Free Period):-

In the event that, for whatever reason, and independent of the attribution of fault of whichever party, Hafnia does not take the Office Space supplied via this agreement and successive

agreements for the entirety of the term of January 2022 to end December 2026, Hafnia will be required to reimburse BW Maritime the sum of S$193,463.62 (plus applicable taxes), being the

discount enjoyed during the Rent-Free Period.

Total area of 1,222.70 sqm comprises the following:

a) Hafnia office space on L18

b) Hafnia's share of L18 reception area and mail room

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule E with effect from 1 January 2025.

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SCHEDULE F

SCOPE OF SERVICES FOR INFORMATION TECHNOLOGY

1. Provide day-to-day IT support and services to ensure smooth usage of IT services used by Hafnia including:

1.1 Provision of BW Global Service Desk withe-ticketing system to track all incidents and service requests to enable effective ticket resolution;

1.2 All users' change request and recommend the appropriate course of action and solution delivery including documentation; will be managed through Service Desk (Incident

/ Management, Service Request, Problem Management and Change Management) process; and

1.3 Ensure adherence with the BW Group IT Policies and Standards.

2. Collaborate with user management on IT related projects and initiatives:

2.1 Work with functional users on shore projects;

2.2 Ensure compliance with the BW Group IT Governance Framework for in-house and outsourced projects;

2.3 Provide project management expertise and manage implementation of systems where appropriate; and

2.4 Update and maintain relevant documentation on projects.

3. Management of IT Business Applications and Resources:

3.1 Undertake overall responsibility for effective management of IT application systems and resource allocation and management, including:

3.1.1 EBS and related process with other systems. maintained as Read-Only after the transition of Hafnia to MSBC and BW Group to Finance++ from Apr-2020 to at

least 7 years or for the duration necessary;

3.1.2 Hyperion Financial Management and related processes with other systems as Read- Only from Apr-2020;

3.1.3 AMOS9 and related process with other systems and transition to SHIPPALM;

3.1.4 ShipPalm shore operation and upgrades, master data management and replication with ShipPalm box

3.1.5 Design, implement operate new specific modules in ShipPalm;

3.1.6 Dock Assist/SM VIMS/Enoad transition ShipPalm Drydock module;

3.1.7 Management of the Mulesoft integration layer;

3.1.8 Regular monitoring of above systems and processes to ensure high uptime.

3.1.9 Administration of group wide IT contracts where those allow to lower the costs (e.g. 0365, Veson)

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE F

SCOPE OF SERVICES FOR INFORMATION TECHNOLOGY (continued)

4. Coordinate and liaise with users on enhancements related to agreed IT systems as listed in 3.1:

4.1 Oversee and manage the end to end enhancements to successful completion;

4.2 Initiate and manage workshops with users to set the right expectation and requirements; and-

4.3 Provide/ Co-ordinate/ Conduct end user training on the agreed IT business systems.

5. Manage BW Group IT systems security and controls as per the BW Group IT Policy and Guidelines:

5.1 Oversee the agreed ICT and systems health and security to ensure no violation of copyright, data protection and privacy policies; and

5.2 Maintain and manage the Group business systems licenses and annual maintenance renewal for agreed systems as listed in 3.1.

6. Hafnia users accessing BW Group IT services will adhere to BW Group IT Policy and Governance.

7. Notice periods:

7.1 Systems:

7.1.1 Major change projects: 3 months' notice of intention to initiate change, with Hafnia to be appropriately involved in the change management process,

7.1.2 Minor operational changes (e.g. regular maintenance, patches, hot fixes and changes which have a minimal impact to business;): 3 days' notice to be given for

changes in operational IT;

7.2 Continued access to legacy systems: upon service of 3 months' notice under 8.1, period to be mutually agreed between Hafnia and BW Group.

8. Out of Scope

8.1 All infrastructure services will be excluded in this SLA as per Hafnia agreement to undertake their own Infrastructure support and services management for all Hafnia staff;

including hardware (servers and end user devices), software (Infrastructure services, 0365, MarkS) and network (WAN, LAN, Wi-Fi).

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE F

SCOPE OF SERVICES FOR INFORMATION TECHNOLOGY (continued)

9. Licensing:

9.1 BW Group agrees to maintain sufficient licenses (including licenses for legacy systems), for Hafnia's usage requirements with a cost to Hafnia determined annually based

on proportionate usage of licenses, factored into the annual fee schedule for services under this Schedule F.

10. Ownership of IT equipment:

10.1 Asset ownership and inventory: In the event that IT equipment and systems are purchased by BW Group on behalf of Hafnia under this Agreement, such equipment and

systems will be paid for directly by Hafnia or reimbursed to BW Group outside of the annual fee under this Schedule F and is the property of Hafnia. BW Group shall

maintain a list of all such IT equipment and systems owned by Hafnia, available to be produced to Hafnia with 1 weeks' notice.

Fees:

Corporate:

US$731,000 per annum+ GST to be billed monthly.

Note: Additional costs for additional resource to be determined.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule F with effect from 1 January 2025.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE G

SCOPE OF SERVICES FOR LEGAL

The services to be provided include:

1. Legal advice on, and legal management of, contentious and non-contentious matters including major transactions (such as shipbuilding activities, joint ventures, major charters

and financing projects), corporate governance matters and corporate compliance matters (including anti-trust, sanctions and anti-corruption), litigation, arbitration and

mediation, admiralty matters, contractual and liability issues, and the legal aspects of employment and taxation issues.

2. Provision of general legal support for the day to day business of the Company.

3. Selection, management of, and liaison with, outside counsel on relevant legal matters in all relevant jurisdictions.

4. Training for staff in selected legal and regulatory matters.

5. Anti-bribery policy review and enforcement.

Professional fees incurred directly on behalf of Hafnia will be billed separately on a cost pass through basis.

Fees:

Corporate:

US$814,000 per annum+ GST to be billed monthly.

Shipman Support:

US$187,000 per annum+ GST to be billed monthly.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule G with effect from 1 January 2025.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE H

SCOPE OF SERVICES FOR FLEET BUSINESS SOLUTIONS

1. Provide day-to-day IT support for fleet and services to ensure smooth usage of IT services used by Hafnia including:

1.1 Provision of Fleet IT 24/7 Vessel Service Desk (including on board visits as needed to resolve issues) with e-ticketing system to track all incidents and service requests to

enable effective ticket resolution.

Item Classification Resolution Time Response Time

Critical 8hrs 30mins

High 16hrs 2hrs

Normal 4days 4hrs

Low 14days lday

1.2 All users' change request and recommend the appropriate course of action and solution delivery including documentation; will be managed through Service Desk

(Incident Management, Service Request, Problem Management and Change Management) process.

1.3 Ensure adherence with the HAFNIA IT Standards and Policy where applicable.

1.4 To Meet TMSA stage 4 criteria for Fleet IT/ Cyber Security requirements and assist Technical team to meet Stage 3 for TMSA for Operational Technology.

1.5 To have a software management system to meet TMSA stage 4 level.

2. Collaborate with HAFNIA Fleet Management on Budget preparation. HAFNIA to make final approvals.

2.1 Prepare full year Fleet IT Budget and closely monitor the Budget variance and provide explanation.

3. Collaborate with user management on Fleet IT related projects and initiatives:

3.1 Work with functional users on fleet-based IT projects e.g., follow-up on ship side deployment of SMARTShip and ShipPalm from Alpha Ori.

3.2 Ensure compliance with the HAFNIA IT Governance framework for in-house and outsource projects where applicable.

3.3 Provide project management expertise and manage implementation of systems where appropriate; and

3.4 Update and maintain relevant documentation on projects.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE H

SCOPE OF SERVICES FOR FLEET BUSINESS SOLUTIONS (continued)

4. Management of Fleet IT Business Applications and infrastructure & Satcom System:

4.1 Undertake overall responsibility for effective management of vessel side aspects of business applications and resource allocation and management, including:

4.1.1 COMPAS and related process with other systems

4.1.2 SHIPPALM and related process with other systems

4.1.3 Fleet IT Vessel applications portfolio.

4.1.4 Dock Assist/Enoad till full transition of support to Hafnia IT

4.1.5 Green logs and related process with other systems

4.1.6 TapRoot

4.2 Provide/ Co-ordinate/ Conduct fleet side end user training on the agreed IT business systems, and submit a training plan.

4.3 Regular monitoring of above systems and processes to ensure high uptime.

4.4 Maintain and manage the business systems licenses and annual maintenance renewal for agreed systems above.

4.5 Ensure uptime for VSAT systems, including upgrade projects, decommissioning etc.

4.6 CVI architecture including HW Refresh, Email solution/Firewalls for existing and New Build vessels which includes Hardware, Operating systems.

5. Manage vessel cyber security and IT systems controls:

5.1 Advice Hafnia on measures to be implemented to maintain the overall vessel cyber security, including relation to Operational Technology equipment.

5.2 Oversee the agreed ICT and systems health and security to ensure no violation of copyright, data protection and privacy policies; and

5.3 Participate in Emergency Response preparedness drills and emergencies as required. Participate in TMSA & office audits.

5.4 To initiate and carry out one cybersecurity drill in a year with a vessel and improve preparedness.

5.5 Send periodical Cyber security notices to fleet.

6. Users will adhere to IT policy and governance structure. Maintenance and recordkeeping of IT hardware and software on fleet vessels.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE H

SCOPE OF SERVICES FOR FLEET BUSINESS SOLUTIONS (continued)

7. Notice periods:

7.1 Systems:

7.1.1 Major change projects: HAFNIAs accept and approval to be obtained before any major or strategical change are made. When in agreement Hafnia to be appropriately

involved in the change management process,

7.1.2 Minor operational changes (e.g. regular maintenance, patches, hot fixes and changes which have a minimal impact to business;): 3 days' notice to be given for changes

in fleet IT.

8. Definition

8.1 Business Consequence

Impact Description

1. Critical All users/vessels of the Customer, and also if "only" the main office, are affected and not able to do their main job responsibilities.

Direct high financial impact of the Incident, meaning loss of revenue. The damage to the reputation of the business is likely to be high.

Someone has been injured, or there is a direct risk of human lives.

2. High A high number of users (examples: a site, a vessel or department) not able to do their job properly.

A defined Critical Business Application is not available Risk of high financial impact of the Incident.

The damage to the reputation of the business is likely to be moderate.

3. Normal A minimal number of users (for example 1-10 users) are affected but are able to deliver an acceptable service with workarounds and extra effort.

Low to none financial impact of the Incident.

4. Low No real impact on business processes except minor inconvenience for the user(s). No damage to the reputation of the business.

- Used for Service Request without defined resolution time (no SLA). Are not to be set by Users when registering Incidents.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE H

SCOPE OF SERVICES FOR FLEET BUSINESS SOLUTIONS (continued)

8. Definition (continued)

8.2 Time Sensitivity

Urgency Description

1. Critical The damage caused by the Incident increases rapidly.

Work that cannot be completed by staff is highly time sensitive. Several users with VIP status are affected.

2. High The damage caused by the Incident increases considerably over time. A single user with VIP status is affected.

3. Normal The damage caused by the Incident only marginally increases over time. Work that cannot be completed by staff is not time sensitive.

4. Low Incident damage do not increase over time.

A work-around is implemented, but do not fully cover the situation. Resolution/delivery can wait to a planned time (examples: maintenance window, back from

travel).

- Used for Service Request without defined resolution time (no SLA). Are not to be set by Users when registering Incidents.

Fees:

Shipman Support:

US$575,000 per annum+ GST to be billed monthly.

Note: Additional costs for additional resource to be determined.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule H with effect from 1 January 2025.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE I

SCOPE OF SERVICES FOR SOX Compliance

The services include the following:

1. Oversee the organisation's compliance with the SOX 302, 404, and 409 requirements in relation to business process and IT General Controls (ITGCs)

2. Work with external auditors and external consultant in the reviews, discussions, and providing documentation of internal SOX testing completed

3. Work with consultants appointed by the business and Hafnia's internal SOX team in relation to SOX compliance

4. Work with vendors, suppliers, and service providers who have been identified as in scope for SOX related activities in collaboration with Hafnia's PlCs for the relevant systems

5. Collaborate with Hafnia's internal SOX team, who will lead the project management and communication with their Business Process Owners (BPOs), on the overall deliverables

and activities, with the BW Group's SOX team providing support

6. The BW Group's SOX team will coordinate with Internal Audit (IA) to allow the IA team to leverage on the work done by the Group to streamline IA and SOX process

7. Work in collaboration with the Hafnia's internal SOX team on the annual plan of activities and timelines including:

a) All resources involved in the testing process

b) Testing timing to be aligned up front annually (by October for the next year's activities)

c) Remediation timelines

d) Process expectations with process owners

8. Perform the SOX scoping exercise in a regular manner (at least annually) to fulfill the PCAOB audit requirements:

a) Determination and communication of key controls (to be aligned with management) in-scope for testing

b) Determination and communication of sample size requirements

c) Communication with management (including remediation testing, when applicable)

9. Work with Hafnia's BPOs to perform test of operating effectiveness (including remediation testing)

10. Work with Hafnia's internal SOX team and relevant IT system owner on remediation discussions

11. Conduct control self-assessment exercise to involve the Hafnia's internal SOX team and BPOs in evaluation, identification and improvement of control weaknesses

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE I

SCOPE OF SERVICES FOR SOX Compliance (continued)

12. Other responsibilities include assisting in:

a) Design test plans

b) Design and implement control frameworks and procedures (when required)

c) Document (including the revision) of Risk Control Matrices and Flowcharts

d) Assess the risk rating of business processes, sub-processes, and controls annually

e) Maintain and update SOX documentation into a system (when a system has been identified). This includes detailed documentation of the controls, risks, testing

procedures, test results, and conclusions for each control tested and overall testing report.

f) Support the business with 20F reporting requirements when it relates to SOX testing by the BW Group's SOX team (when applicable)

g) Evaluate the severity of deficiencies based on an Evaluation of Severity Framework

h) Establish a detailed SOX training plan and provide SOX technical training to the Hafnia's SOX team and BPOs, periodically, covering the following areas (non-exhaustive):

• Detailed SOX Scoping

• Evaluating the Design of Controls

• Performing Operating Effectiveness Testing

• Evaluating the Severity of Deficiencies

• ITGC Considerations

i) Report and present finding and progress to the Hafnia's internal SOX and management team, the Audit Committee, and the Board

Others

1. The Company's Management shall provide SOX Compliance with the latest relevant financial/ management information to facilitate the compliance process as described herein.

2. The Company's Management shall procure and ensure the availability and full co-operation of the Company's Management and staff, and those of other entities where relevant, in

providing the information SOX Compliance may require.

3. The Company's Management is to ensure SOX Compliance access to your premises, staff, records, information technology and other systems to the extent necessary to perform

our service within the proposed timetable, as may be requested from time to time.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 4.1 Created using Broadridge PROfile

SCHEDULE I

SCOPE OF SERVICES FOR SOX Compliance (continued)

Others (continued)

4. Whilst SOX Compliance contributes to the on-going effectiveness of the internal control environment and systems per requirement, it is not primarily responsible for establishing or

maintaining them. The Company's Management has the ultimate responsibility to ensure that a system of internal controls is in place and that any compliance findings arising are

addressed by the Management and staff as deemed appropriate.

5. In the event that the timing of the compliance testing has to be revised, the revised timing of the project is to be mutually agreed between the Company's Management and SOX

Compliance, prior to the commencement of the testing.

6. In the event that SOX Compliance believes that a conflict of interest has arisen or may arise after SOX Compliance commences the service, SOX Compliance will advise and discuss

with the Company's Management to reach an appropriate solution.

Fees:

Corporate Services (Hafnia Pools Pte. Ltd.):

US$685,000 per annum+ GST to be billed monthly.

Note: Additional costs for additional resources to be determined.

We, Hafnia Pools Pte. Ltd., undertake to accept the terms set out in Schedule I with effect from 1 January 2025.

Filer: Hafnia Limited Form Type: 20-F Job Number: EF20041397 Ver: 6 Page: 1 of 2

Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 8.1 Created using Broadridge PROfile

Exhibit 8.1

SUBSIDIARIES OF HAFNIA LIMITED – EXHIBIT 8.1

Entity Name Jurisdiction of Formation Proportion of ownership interest

BW Aldrich Pte. Ltd.

Singapore 100%

BW Clearwater Pte. Ltd. Singapore 100%

BW Causeway Pte. Ltd. Singapore 100%

BW Fleet Management Pte. Ltd. Singapore 100%

BW Stanley Pte. Ltd. Singapore 100%

Hafnia Pools Pte. Ltd. Singapore 100%

BW Silvermine Pte. Ltd. Singapore 100%

BW Pacific Management Pte. Ltd. Singapore 100%

Hafnia SG Pte. Ltd. Singapore 100%

Hafnia Tankers Marshall Islands Pte. Ltd. Singapore 100%

Hafnia Tankers Singapore Holding Pte. Ltd. Singapore 100%

Hafnia Tankers Singapore Sub-Holding Pte. Ltd. Singapore 100%

Hafnia Tankers ApS Denmark 100%

Hafnia Tankers Shipholding Alpha Pte. Ltd. Singapore 100%

Hafnia One Pte. Ltd. Singapore 100%

Hafnia Tankers Singapore Pte. Ltd. Singapore 100%

Hafnia Tankers Shipholding Singapore Pte. Ltd. Singapore 100%

Hafnia Tankers Shipholding 2 Singapore Pte. Ltd. Singapore 100%

Hafnia Tankers Chartering Singapore Pte. Ltd. Singapore 100%

Hafnia Tankers International Chartering Inc. Marshall Islands 100%

Hafnia Tankers Services Singapore Pte. Ltd. Singapore 100%

Hafnia SARL Monaco 100%

Hafnia Holding I Pte. Ltd. Singapore 100%

Hafnia Holding II Limited Bermuda 100%

Hafnia Middle East DMCC UAE 100%

Hafnia Chemical Tankers Pte. Ltd. Singapore 100%

Hafnia US, LLC United States of America 100%

Hafnia Chem Shipholding Pte. Ltd. Singapore 100%

Vista Shipping Pte. Ltd. Singapore 50%

Vista Shipholding I Pte. Ltd. Singapore 50%

Vista Shipholding II Pte. Ltd. Singapore 50%

Vista Shipholding III Pte. Ltd. Singapore 50%

Vista Shipholding IV Pte. Ltd. Singapore 50%

Vista Shipholding V Pte. Ltd. Singapore 50%

Vista Shipholding VI Pte. Ltd. Singapore 50%

Vista Shipholding VII Pte. Ltd. Singapore 50%

Vista Shipholding VIII Pte. Ltd. Singapore 50%

Vista Shipholding IX Pte. Ltd. Singapore 50%

Vista Shipholding X Pte. Ltd. Singapore 50%

Vista Shipping HK Limited Hong Kong 50%

Vista Shipping US, LLC United States of America 50%

H&A Shipping Pte. Ltd. Singapore 50%

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 8.1 Created using Broadridge PROfile

Yellow Star Shipping Pte. Ltd Singapore 50%

Green Stars Shipping Pte. Ltd Singapore 50%

Chemical Tankers Inc Marshall Islands 100%

Chemical Tankers SubHoldCo Inc Marshall Islands 100%

Chemical Tankers (A-Ships) Inc Marshall Islands 100%

Chemical Tankers 1 Inc Marshall Islands 100%

Chemical Tankers 2 Inc Marshall Islands 100%

Chemical Tankers 3 Inc Marshall Islands 100%

Chemical Tankers 4 Inc Marshall Islands 100%

Chemical Tankers 5 Inc Marshall Islands 100%

Chemical Tankers 6 Inc Marshall Islands 100%

Chemical Tankers 7 Inc Marshall Islands 100%

Chemical Tankers 8 Inc Marshall Islands 100%

Chemical Tankers 9 Inc Marshall Islands 100%

Chemical Tankers 10 Inc Marshall Islands 100%

Chemical Tankers 11 Inc Marshall Islands 100%

Chemical Tankers 12 Inc Marshall Islands 100%

Chemical Tankers 13 Inc Marshall Islands 100%

Chemical Tankers 14 Inc Marshall Islands 100%

Chemical Tankers 15 Inc Marshall Islands 100%

Chemical Tankers 16 Inc Marshall Islands 100%

Chemical Tankers 17 Inc Marshall Islands 100%

Chemical Tankers 18 Inc Marshall Islands 100%

Chemical Tankers 19 Inc Marshall Islands 100%

Chemical Tankers 20 Inc Marshall Islands 100%

Chemical Tankers 21 Inc Marshall Islands 100%

Chemical Tankers 22 Inc Marshall Islands 100%

Chemical Tankers 23 Inc Marshall Islands 100%

Chemical Tankers 24 Inc Marshall Islands 100%

Chemical Tankers 25 Inc Marshall Islands 100%

Chemical Tankers 26 Inc Marshall Islands 100%

Chemical Tankers 27 Inc Marshall Islands 100%

Chemical Tankers 28 Inc Marshall Islands 100%

Chemical Tankers 29 Inc Marshall Islands 100%

Chemical Tankers 30 Inc Marshall Islands 100%

Chemical Tankers 31 Inc Marshall Islands 100%

Chemical Tankers 32 Inc Marshall Islands 100%

Chemical Tankers 35 Inc Marshall Islands 100%

Chemical Tankers 36 Inc Marshall Islands 100%

Chemical Tankers 37 Inc Marshall Islands 100%

Chemical Tankers 38 Inc Marshall Islands 100%

Chemical Tankers 39 Inc Marshall Islands 100%

Ecomar Shipholding S.A.S France 50%

Ecomar Alpha S.A.S France 50%

Ecomar Bravo S.A.S France 50%

Ecomar Charlie S.A.S France 50%

Ecomar Delta S.A.S France 50%

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 11.3 Created using Broadridge PROfile

Exhibit 11.3

INSTRUCTIONS FOR HANDLING OF INSIDE INFORMATION

ADOPTED BY THE BOARD OF DIRECTORS OF HAFNIA LIMITED ON 14 MAY 2024

These Instructions for Handling of Inside Information with appendices are adopted to secure, together with any other corporate governance documents, that HAFNIA LIMITED

complies with the continuing obligations for companies with financial instruments listed at the Oslo Stock Exchange and the New York Stock Exchange and other applicable rules,

regulations and recommendations relating to inside information.

The instructions included herein are subject to annual review by the board of directors of HAFNIA LIMITED.

These instructions are solely for the internal use of HAFNIA LIMITED, and none other than HAFNIA LIMITED can invoke breach of the content.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 11.3 Created using Broadridge PROfile

Table of Content

1. BACKGROUND AND PURPOSE 3

2. APPLICABILITY, RESPONSIBILITY, ETC. 3

3. DEFINITIONS 3

4. EXPLANATION OF THE TERM "INSIDE INFORMATION" 4

4.1 General 4

4.2 Information of a "precise nature" 4

4.3 "Significant effect" on the price 4

4.4 Information that "has not been made public" 4

4.5 Events that may typically be considered Inside Information 5

5. THE DUTIES AND OBLIGATIONS OF HAFNIA 5

5.1 Public disclosure of Inside Information 5

5.2 Delayed public disclosure of Inside Information 5

5.3 Insider lists 6

5.4 Project list 6

5.5 Disclosure of notifiable Transactions by Primary Insiders and Close Associates 7

5.6 Other disclosure obligations 7

5.7 Financial reporting 7

5.8 List of Primary Insiders and their Close Associates 7

5.9 Notification of obligations to Primary Insiders 7

6. THE DUTIES AND RESPONSIBILITIES OF ALL INDIVIDUALS 7

6.1 Introduction 7

6.2 Prohibition of use of Inside Information 8

6.3 Duty of confidentiality 8

6.4 Liability, etc. 8

7. ADDITIONAL OBLIGATIONS FOR PRIMARY INSIDERS AND THEIR CLOSE ASSOCIATES 9

7.1 Applicability 9

7.2 Obligation to clear Transactions 9

7.3 Duty of notification 9

7.4 Closed periods 10

7.5 Notification of obligations 10

7.6 General exercise of due care 10

Appendix 1 – Written record of delayed disclosure 11

Appendix 2 - Notification of transactions by Primary Insiders and Close Associates 12

Appendix 3 – Notification to Primary Insiders 13

Appendix 4 – Notification to Close Associates 16

Appendix 5 – Routines for secure handling of inside information 18

Appendix 6 – Criteria for trading in closed periods 19

Appendix 7 – Transactions to be notified by Primary Insiders and Close Associates 21

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 11.3 Created using Broadridge PROfile

INSTRUCTIONS FOR HANDLING OF INSIDE INFORMATION

1. BACKGROUND AND PURPOSE

The purpose of these Instructions is to ensure HAFNIA fulfils its statutory duties and responsibilities, and to increase individuals' awareness of the responsibility the possession of

Inside Information entails and the potential consequences of using and/or disclosing such information. Furthermore, special procedures have been introduced for information which is

particularly sensitive and important for HAFNIA, and which may become Inside Information.

2. APPLICABILITY, RESPONSIBILITY, ETC.

The Instructions apply to all employees, officers and board members of HAFNIA.

The executive management of HAFNIA shall ensure that the relevant employees and officers of HAFNIA receive necessary information about and training in the use of the Instructions.

HAFNIA'S responsibility lies with the CFO, who shall assist in providing necessary and practical training in the handling of Inside Information to the relevant employees.

Each employee, officer and board member of HAFNIA must read these Instructions in its entirety to understand their duties and obligations.

It is the responsibility of the respective employee, officer and board member to ensure that he or she complies with these Instructions. Any violation of these Instructions or queries with

regards to the following provisions, and duties and obligations arising out of them, should be directed to the CFO.

When an inquiry is received regarding information that may be material, it should be referred, without comment, to HAFNIA'S Investor Relations contacts.

3. DEFINITIONS

"CFO" means the chief financial officer of HAFNIA.

"Close Associate" means:

a) the Primary Insider's spouse or partner considered to be equivalent to a spouse in accordance with the law in the jurisdiction of the Primary Insider;

b) the Primary insider's dependent children pursuant to the law in the jurisdiction of the Primary Insider;

c) a relative who has shared the same household as the Primary Insider for at least one year on the date of the Transaction concerned; and

d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a Primary Insider or by a person referred to in the points above, which is directly

or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a

person. The reference to "the managerial responsibilities of which are discharged" should be read to cover those cases where a Primary Insider or a Close Associate takes part

in or influences the decisions of another legal entity to carry out transactions in Financial Instruments issued by HAFNIA.

"Financial Instruments" means the listed shares and debt instruments issued by HAFNIA, as well as other financial instruments which value either depends on or has an effect on such

shares or debt instruments.

"HAFNIA" means HAFNIA LIMITED.

"Inside Information" means inside information as defined in article 7 of MAR and as further described in section 4 of these Instructions.

"InsiderLog" means the insider tool for, inter alia, maintaining insider lists, provided as a service by the Oslo Stock Exchange and subscribed to by HAFNIA.

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Broadridge Financial Solutions, Inc. Period: 12-31-2024 Description: Exhibit 11.3 Created using Broadridge PROfile

"Instructions" means these Instructions for Handling of Inside Information.

"MAR" means regulation (EU) No. 596/2014 on market abuse (market abuse regulation), as implemented in Norway in accordance with section 3-1 of the Securities Trading Act as of 1

March 2021 (as amended from time to time).

"Norwegian FSA" means the Financial Supervisory Authority of Norway.

"NewsPoint" means Oslo Stock Exchange's information system, accessible by the designated administrator in HAFNIA.

"Primary Insider" means:

a) a member of the administrative, management or supervisory body of HAFNIA; or

b) a senior executive who is not a member of the bodies referred to above, who has (i) regular access to Inside Information relating directly or indirectly to HAFNIA and (ii) power

to take managerial decisions affecting the future developments and business prospects of HAFNIA.

"Securities Trading Act" means the Norwegian Securities Trading Act of 29 June 2007 no. 75 (as amended from time to time).

"Transaction" means any transaction, directly or indirectly on one's own account or on another person's account, in any of the Financial Instruments, or inducement to such

transactions, including but not limited to, the transactions listed in Appendix 7 (e.g. selling, acquiring, subscribing to, exchanging or swapping, granting or receiving gifts or inheritance,

pledging, lending).

4. EXPLANATION OF THE TERM "INSIDE INFORMATION"

4.1 General

The term Inside Information means any information of a "precise nature" relating directly or indirectly to financial instruments or the issuer thereof which "has not been made public",

and which is likely to have a "significant effect" on the price of those financial instruments.

4.2 Information of a "precise nature"

The requirement that the information must be of a "precise nature" relates to the specificity of the information and the existence of, or likelihood of future, price sensitive events and/or

circumstances. Only events or circumstances that exist or reasonably may be expected to come into existence will be considered "precise". In addition, the information must be specific

enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial

instrument, meaning that the information must be more than rumors, assumptions and speculations. In this respect in the case of a protracted process that is intended to bring about, or

that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with

bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information. Even an intermediate step in a protracted process shall be

deemed to be Inside Information if, by itself, it satisfies the criteria set out in this section 4.

4.3 "Significant effect" on the price

The requirement that the information must have a "significant effect", means that the information is likely to be used by a reasonable investor as part of his/hers investment decisions. It

is not a requirement that the information enables the price to be "moved" above or below a certain specific threshold, meaning that most expected changes in the price could be sufficient

to fulfil this requirement.

4.4 Information that "has not been made public"

Only information that "has not been made public" will be deemed to constitute inside information. Inside information relating to HAFNIA must in principle be disclosed to the market

pursuant to HAFNIA'S on-going reporting obligations. If inside information becomes publicly available through other means, it will no longer constitute Inside Information (but the

incident could represent a violation of HAFNIA'S disclosure obligations). Press releases on NewsWeb are regarded as public information. Information about undisclosed financial

results or a possible merger, amalgamation, acquisition or other material development, whether concerning HAFNIA or otherwise, and obtained in the normal course of employment or

through a rumor, tip or just "loose talk", is not public information.

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4.5 Events that may typically be considered Inside Information

It is not possible to define all categories of information that could be considered as Inside Information. Inside Information may be positive or negative. While it may be difficult to

determine whether particular information is Inside Information, there are various categories of information that are particularly sensitive and, as a general rule, should always be handled

with due care as it is reasonable that it will constitute Inside Information. Examples of such information include:

• financial results;

• new equity or debt offerings;

• entry into a material agreement or discussions regarding entry into a material agreement;

• projections of future earnings or losses;

• a proposed merger, amalgamation or acquisition;

• sale or acquisition of material assets;

• gain or loss of a substantial customer; and

• project announcements of a significant nature.

Each employee and member of the board of directors has a duty to continually assess whether information that he/she receives or gains access to by virtue of his/her position or office

in HAFNIA may be considered to be, or is likely to become, Inside Information. Any person who gains knowledge of such information shall immediately notify the CFO. If the employee

or elected officer is in doubt as to whether or not the relevant information qualifies as Inside Information, he/she shall regardless of his/her doubts immediately contact the CFO.

5. THE DUTIES AND OBLIGATIONS OF HAFNIA

5.1 Public disclosure of Inside Information

As a general rule, HAFNIA shall publicly disclose Inside Information regarding HAFNIA'S Financial Instruments through NewsPoint as soon as possible and, if relevant, use such media

as may reasonably be relied upon for the effective dissemination of information to the public throughout Europe and the officially appointed mechanism in Norway from time to time.

The disclosure of Inside Information shall clearly identify (i) that the information communicated is inside information, (ii) the full legal name of HAFNIA, (iii) the name, surname and

position within HAFNIA of the person making the notification, (iv) the subject matter of the inside information and (v) the date and time of the communication to the media.

HAFNIA shall not combine the disclosure of Inside Information to the public with the marketing of its activities.

Once made public, all Inside Information must be available on HAFNIA'S website for at least five years from the same time as disclosure of Inside Information. The posts on the website

shall clearly indicate date and time of disclosure and that the information is organised in chronological order.

5.2 Delayed public disclosure of Inside Information

HAFNIA may delay the publication of Inside Information if the following conditions are met:

a) immediate disclosure is likely to prejudice the legitimate interests of HAFNIA;

b) delay of disclosure is not likely to mislead the public;

c) HAFNIA is able to ensure the confidentiality of that information.

If delayed disclosure of Inside Information is resolved:

a) the Oslo Stock Exchange's market surveillance department shall immediately be informed on a confidential basis of the matter;

b) HAFNIA shall keep a list of persons with access to the Inside Information in InsiderLog;

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c) the CFO shall make a written record of the delayed disclosure in the format attached hereto as Appendix 1 or by making a written record with the same information in InsiderLog

when establishing an insider list as required by paragraph b) above; and

d) where the confidentiality of the Inside Information is no longer ensured, HAFNIA shall disclose that Inside Information to the public as soon as possible, including situations

where a rumour explicitly relates to Inside Information, where that rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.

Where HAFNIA has delayed the disclosure of Inside Information, it shall immediately after the Inside Information is disclosed to the public:

a) inform the Oslo Stock Exchange that disclosure of the Inside Information was delayed through completing the applicable form available as a module in NewsPoint and thereby

providing information to the Oslo Stock Exchange about (i) the full legal name of HAFNIA, (ii) the name, title, e-mail address and phone number of the person making the

notification, (iii) identification of the publicly disclosed Inside Information that was subject to delayed disclosure, (iv) date and time of the decision to delay the disclosure of

Inside Information and (v) the identity of all persons responsible for the decision to delay the public disclosure of Inside Information; and

b) upon request by the Norwegian FSA and/or to the Oslo Stock Exchange, provide a written explanation of how the conditions for delayed disclosure were met.

5.3 Insider lists

As soon as a decision has been made to delay public disclosure, the CFO shall establish and maintain an insider list of every person who has access to the relevant Inside Information

and who are working for HAFNIA under a contract of employment, or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants

or credit rating agencies

The insider list shall be established and maintained through InsiderLog.

A new insider list should be established and maintained upon the identification of new Inside Information. Each insider list shall only include details of individuals having access to the

Inside Information relevant to that insider list.

The list must be kept and stored confidential in InsiderLog by ensuring that access to the insider list is restricted to clearly identified persons from within HAFNIA.

The CFO shall appoint a person who is responsible for maintaining the insider list.

An automatic message from InsiderLog shall be sent to the persons on the list informing them that they have been included on the list of insiders, as well as the duties and

responsibilities that this entails, and the criminal liability that applies for any use of such information. Each person on the insider list receiving such automatic message shall

acknowledge receipt of the automatic message.

A new automatic message from InsiderLog shall be sent to the persons on the list informing them once the insider list is terminated.

The insider list shall be deposited in InsiderLog after the last time it is updated and be retained for five years from the date it was last updated.

The list shall be submitted to the Norwegian FSA and/or to the Oslo Stock Exchange upon request.

The CFO can delegate the responsibility of maintaining the list to the advisor as far as the advisor's own handling of Inside Information is concerned. In such a situation, one contact

person with the advisor shall be listed on HAFNIA'S own insider list.

5.4 Project list

If deemed appropriate, the CFO shall establish and maintain a project list for each project which is of such a scope or of such a nature that it involves information which is particularly

sensitive and important for HAFNIA and which may subsequently become Inside Information. The purpose of the project list is to raise awareness of the duty of confidentiality. The list

shall be maintained as a "sensitivity list" in InsiderLog.

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5.5 Disclosure of notifiable Transactions by Primary Insiders and Close Associates

Upon receipt of notifications of Transactions from the Primary Insider or Close Associate as further described in section 7.3 below, the CFO shall promptly, and no later than within two

trading days disclose the Transaction in question through NewsPoint in the format attached hereto as Appendix 2, and, if relevant, use such media as may reasonably be relied upon for

the effective dissemination of information to the public throughout Europe and the officially appointed mechanism in Norway from time to time. Most of the information required to

complete the form attached hereto as Appendix 2 will included in the receipt which the Primary Insider and Close Associate, as applicable, can request when submitting the form to the

Norwegian FSA, as further described below.

5.6 Other disclosure obligations

HAFNIA is, regardless of whether the information in question constitute Inside Information or not, required to immediately disclose the events required to be disclosed pursuant to the

membership rules of the Oslo Stock Exchange. If such events must be assumed to constitute Inside Information, HAFNIA may delay disclosure in accordance with section 5.2 above.

5.7 Financial reporting

With regard to non-consolidated financial results at business area level, an assessment must be made of whether the results can be regarded as Inside Information in each individual

case, in the same way as for other sensitive information.

The conditions for delayed public disclosure must be assessed on a case by case basis. If delayed disclosure of Inside Information is resolved, HAFNIA is not required to inform the

Oslo Stock Exchange on a confidential basis when resolving to delay disclosure, but HAFNIA is required to comply with all other requirements set out in section 5.2 above, including

keep an insider list, make a written record and inform the Oslo Stock Exchange that disclosure of the information was delayed when disclosing the Inside Information.

HAFNIA'S financial department shall continually assess whether the financial results for a given period reveal substantial variances (significantly worse or better) from expectations

created by HAFNIA, i.e. expectations that can be traced back to information provided by HAFNIA itself. This assessment must be carried out in consultation with the CFO. If

appropriate, the CFO shall decide whether a profit warning should be published.

5.8 List of Primary Insiders and their Close Associates

The CFO shall maintain an up-to-date list of Primary Insiders and their Close Associates, regardless of whether the person in question owns Financial Instruments, and submit such

register to the Oslo Stock Exchange through NewsPoint. Each Primary Insider is responsible for informing the CFO of any changes to its Close Associates. The Oslo Stock Exchange will

disclose the list of Primary Insiders, while the list of Close Associates will be kept confidential.

5.9 Notification of obligations to Primary Insiders

HAFNIA shall notify the Primary Insiders of their obligations as Primary Insiders pursuant to these Instructions and Article 19 of MAR in writing in the format attached hereto as

Appendix 3.

6. THE DUTIES AND RESPONSIBILITIES OF ALL INDIVIDUALS

6.1 Introduction

Each person who receives Inside Information regarding HAFNIA'S Financial Instruments shall act in accordance with the prohibitions and duties that are described in further detail

below.

This section is not necessarily a complete list of duties and responsibilities. Each person being in possession of Inside Information is obliged to keep him or herself updated as to the

legislative framework concerning Inside Information from time to time.

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6.2 Prohibition of use of Inside Information

No person shall conduct any Transactions in Financial Instruments if he/she has Inside Information regarding Financial Instruments. This prohibition applies to every natural and legal

person, indirect and direct trading, and trading both for own account and for a third party's account, irrespective of form of settlement. The prohibition also applies to attempts and

incitement to trade, i.e. persons who have Inside Information regarding Financial Instruments are not permitted to give other persons advice or in any way influence other persons to

carry out or refrain from carrying out Transactions in Financial Instruments.

The above applies correspondingly to the entry into, purchase, sale or exchange of options or forward/futures contracts or similar rights (including financial derivatives) related to such

Financial Instruments or incitement to carry out such Transactions.

The prohibition only applies to Transactions that can be characterized as use of Inside Information. Whether or not the Transaction constitutes use must be assessed in each individual

case.

The use of Inside Information by cancelling or amending an order concerning a Financial Instrument to which the information relates where the order was placed before the person

concerned possessed the Inside Information, is also considered as unlawful use of inside information.

6.3 Duty of confidentiality

Inside Information is confidential information, and shall not be given to or in other ways made available to any unauthorized persons. Any person who has Inside Information has a duty,

when handling such information, to exercise due care in order to ensure that Inside Information does not come into the possession of unauthorized persons or is used. Further details of

routines for ensuring secure handling of Inside Information may be found in the document attached hereto as Appendix 5.

The information may only be communicated or made available to another person where the disclosure is made in the normal exercise of the employment, profession or duties of the

person disclosing the information.

Any person who communicates Inside Information, or makes such information available to another person, has an independent responsibility for ensuring that the person who is given

access to the relevant Inside Information is simultaneously made aware of the duties and responsibilities entailed by the receipt of such information, including the duty of confidentiality,

the duty of proper handling of the information and the duty not to use it. The above applies regardless of whether the recipient is an employee, elected officer, an external advisor and/or

a business connection of HAFNIA.

If Inside Information is communicated or made available to another person, the person responsible for maintaining the insider list and/or the CFO shall be notified immediately, and if

possible, before the information is communicated. The person responsible for maintaining the insider list shall immediately include the person in question on the relevant insider list if

the person is working for HAFNIA under a contract of employment, or otherwise performing tasks through which he or she has access to the Inside Information.

Compliance with this duty of information is essential for HAFNIA to ensure that Inside Information is properly managed in accordance with its duties. Further, compliance with this duty

of information also enables HAFNIA to maintain an insider list pursuant to these Instructions, and to ensure that the persons who are given access to Inside Information are made aware

of the responsibilities that knowledge of Inside Information entails pursuant to the rules set out in these Instructions.

6.4 Liability, etc.

Illegal use of Inside Information is a criminal offence pursuant to the Securities Trading Act and may result in fines and up to six years imprisonment. Unlawful disclosure of Inside

Information may be punished by fines and up to four years imprisonment. Contravention of the notification requirements for Primary Insiders and Close Associates may be punished by

fines and up to one year imprisonment. In addition, non-compliance with Norwegian law or any of the prohibitions and obligation set out in these Instructions may result in liability for

damages to HAFNIA and/or other parties pursuant to Norwegian law, as well as dismissal from the position he/she has in HAFNIA.

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7. ADDITIONAL OBLIGATIONS FOR PRIMARY INSIDERS AND THEIR CLOSE ASSOCIATES

7.1 Applicability

Primary Insiders and their Close Associates are subject to special duties and responsibilities which are described in this Section.

7.2 Obligation to clear Transactions

Before carrying out, or inciting other persons to carry out or to refrain from carrying out, one or more Transactions, Primary Insiders must obtain clearance in writing from the CFO. Such

request for clearance shall be submitted, and be responded to, by e-mail. Any request for clearance put forward by the CFO, must be submitted to and handled by the chairman of the

board of directors of HAFNIA. The CFO or the chairman of the board of directors (as the case may be) can only provide clearance after first having performed a proper investigation of

whether there is any Inside Information in HAFNIA.

If the CFO or the chairman of the board of directors (as the case may be) finds that there exists Inside Information, the request for clearance may be denied, and always, without

providing any explanation. In considering a request for clearance, the question of whether Inside Information is or will in fact be known to the person requesting clearance may be

disregarded, and the existence thereof shall constitute sufficient basis to reject a request.

The request for clearance must be responded to in writing (by e-mail) by the CFO/chairman within 1 week from the time of receiving a request for clearance. If a binding agreement is not

concluded seven days after receiving clearance, a new clearance is required.

The CFO/chairman shall not give any grounds for rejection of a request for clearance.

7.3 Duty of notification

The Primary Insider or his/her Close Associates shall promptly and no later than three business days after the date of the Transaction notify both HAFNIA in the format attached hereto

as Appendix 2 and the Norwegian FSA via the link made available on https://www.finanstilsynet.no/en/topics/market-abuse-regulation-mar-in-norway/ of every Transaction conducted

on its own account relating to the Financial Instruments of HAFNIA once a threshold of EUR 5,000 has been reached (see below). Upon receipt of the notification from the Primary

Insider or Close Associate, the CFO shall promptly, and no later than within two trading days disclose the Transaction in question through NewsPoint in the format attached hereto as

Appendix 2 and as further described in section 5.5. above. Most of the information required to complete the form attached hereto as Appendix 2 will included in the receipt which the

Primary Insider and Close Associate, as applicable, can request when submitting the form to the Norwegian FSA.

The notification requirement applies to any subsequent Transaction once a total amount of EUR 5,000 has been reached within a calendar year. The threshold of EUR 5,000 shall be

calculated by adding without netting all Transactions of the person obligated to notify the Transaction. When calculating whether the threshold has been reached, the Transactions

carried out by a Primary insider and by Close Associates to that Primary Insider should not be aggregated.

If Transactions are carried out in a currency which is not the EUR, the exchange rate to be used to determine if the threshold is reached is the daily euro foreign exchange reference rate

published by the European Central Bank. For the purpose of the price to consider for donations, gifts and inheritance, one should use the last published price for the Financial

Instrument concerned on the date of acceptance of the donation, gift or inheritance (i.e. the date of the Transaction), or where such price is not available that day, the last published

price. As to the rules to calculate the price of options granted for free to managers or employees, the options should be based on the economic value assigned to the options by the

issuer when granting them. However, the price field for options granted for free to managers or employees is expected to be nil.

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7.4 Closed periods

A Primary insider shall not carry out Transactions on its own account or for the account of a third party, directly or indirectly, in the Financial Instruments of HAFNIA during a closed

period of 30 calendar days before the announcement of an interim financial report or a year-end report which the issuer makes public. With particular reference to the year-end financial

report, the "announcement" is the public statement whereby the issuer announces, in advance to the publication of the final year-end report, the preliminary financial results agreed by

the management body of HAFNIA and that will be included in that report. This can apply only if the disclosed preliminary financial results contain all the key information relating to the

financial figures expected to be included in the year-end report and satisfy the IAS 34 (or equivalent as applicable) requirements. In the event the financial information in the annual

report deviates from what is publicly announced, this will not trigger another closed period before the publication of the annual report, but may be addressed as potential Inside

Information required to be disclosed pursuant to sections 5.1 and 5.2 above.

The CFO may permit a Primary Insider to conduct any Transactions in a closed period on a case-by-case basis due to, inter alia, the existence of exceptional circumstances, such as

severe financial difficulty, which require the immediate sale of shares or due to the characteristics of the Transaction made, always subject to the criteria set out in as Appendix 6.

7.5 Notification of obligations

Primary Insiders shall notify its Close Associates of their obligations as Close Associates pursuant to these Instructions and Article 19 of MAR in writing in the format attached hereto

as Appendix 4 and shall keep a copy of this notification.

7.6 General exercise of due care

Primary Insiders and their Close Associates shall refrain from short-term Transactions in Financial Instruments or other instruments linked to shares in HAFNIA, and should generally

exercise due care in the period of ownership.

***

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Appendix 1 – Written record of delayed disclosure

On [date] [month] [year] at [**]:[**] Oslo time, the undersigned made the following written record of HAFNIA LIMITED ("HAFNIA") decision to delay public disclosure of the inside

information relating to [describe inside information], which HAFNIA considers to be inside information.

The date and time when the inside information first existed within HAFNIA:

The date and time when the decision to delay the disclosure was made:

The date and time when HAFNIA is likely to disclose the Inside Information:

The identity of the persons responsible for making the decision to delay disclosure and deciding on the start of the

delay and its likely end, ensuring the ongoing monitoring of the conditions for the delay, making the decision to

publicly disclose the inside information and providing the requested information about the delay and the written

explanation to the Oslo Stock Exchange and/or the Norwegian FSA:

Description of the evidence of the initial fulfilment of the conditions for delayed disclosure:

Description of the information barriers which have been put in place internally and with regard to third parties to

prevent access to inside information by persons other than those who require it for the normal exercise of their

employment, profession or duties within HAFNIA:

Description of the internal and external information barriers and the arrangements put in place to disclose the

relevant inside information as soon as possible where the confidentiality is no longer ensured:

This record was updated on _____ _______ _____ at __:__ Oslo time by the undersigned, to reflect the following event which took place on _____ _______ _____ at __:__ Oslo time,

which HAFNIA considered as a change of the reason of the initial fulfilment of the conditions for delayed disclosure as set out above:

Name and signature of the person making this written record:______________________________

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Appendix 2 - Notification of transactions by Primary Insiders and Close Associates

1 Details of the person discharging managerial responsibilities/person closely associated

a) Name [For natural persons: the first name and the last name(s).]

[For legal persons: full name including legal form as provided for in the register where it is incorporated, if

applicable.]

2 Reason for the notification

a) Position/status [For Primary Insider: the position occupied within HAFNIA should be indicated, e.g. CEO, CFO.]

[For Close Associates,

— An indication that the notification concerns a person closely associated with a Primary Insider;

— Name and position of the relevant Primary Insider.]

b) Initial notification/Amendment [Indication that this is an initial notification or an amendment to prior notifications. In case of amendment, explain

the error that this notification is amending.]

3 Details of issuer

a) Name [Full name of the entity.]

b) LEI [Legal Entity Identifier code in accordance with ISO 17442 LEI code.]

4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have

been conducted

a) Description of the financial instrument, type of

instrument Identification code

[— Indication as to the nature of the instrument:

— a share, a debt instrument, a derivative or a financial instrument linked to a share or a debt instrument;

— Instrument identification code as defined under Commission Delegated Regulation supplementing Regulation

(EU) No 600/2014 of the European Parliament and of the Council with regard to regulatory technical standards for

the reporting of transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

b) Nature of the transaction [Description of the transaction type using, where applicable, the type of transaction identified in Article 10 of the

Commission Delegated Regulation (EU) 2016/522 adopted under Article 19(14) of Regulation (EU) No 596/2014 or

a specific example set out in Article 19(7) of Regulation (EU) No 596/2014. Pursuant to Article 19(6)(e) of

Regulation (EU) No 596/2014, it shall be indicated whether the transaction is linked to the exercise of a share

option programme.]

c) Price(s) and volume(s)

Price(s) Volume(s)

[Where more than one transaction of the same nature (purchases, sales, lendings, borrows, …) on the same financial

instrument are executed on the same day and on the same place of transaction, prices and volumes of these

transactions shall be reported in this field, in a two columns form as presented above, inserting as many lines as

needed.

Using the data standards for price and quantity, including where applicable the price currency and the quantity

currency, as defined under Commission Delegated Regulation supplementing Regulation (EU) No 600/2014 of the

European Parliament and of the Council with regard to regulatory technical standards for the reporting of

transactions to competent authorities adopted under Article 26 of Regulation (EU) No 600/2014.]

d) Aggregated information

— Aggregated volume

— Price

[The volumes of multiple transactions are aggregated when these transactions:

— relate to the same financial instrument;

— are of the same nature;

— are executed on the same day; and

— are executed on the same place of transaction.

Using the data standard for quantity, including where applicable the quantity currency, as defined under Commission

Delegated Regulation supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council

with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted

under Article 26 of Regulation (EU) No 600/2014.]

[Price information:

— In case of a single transaction, the price of the single transaction;

— In case the volumes of multiple transactions are aggregated: the weighted average price of the aggregated

transactions.

Using the data standard for price, including where applicable the price currency, as defined under Commission

Delegated Regulation supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council

with regard to regulatory technical standards for the reporting of transactions to competent authorities adopted

under Article 26 of Regulation (EU) No 600/2014.]

e) Date of the transaction [Date of the particular day of execution of the notified transaction. Using the ISO 8601 date format: YYYY-MM-DD;

UTC time.]

f) Place of the transaction [Name and code to identify the MiFID trading venue, the systematic internaliser or the organised trading platform

outside of the Union where the transaction was executed as defined under Commission Delegated Regulation

supplementing Regulation (EU) No 600/2014 of the European Parliament and of the Council with regard to

regulatory technical standards for the reporting of transactions to competent authorities adopted under Article 26 of

Regulation (EU) No 600/2014, or

if the transaction was not executed on any of the above mentioned venues, please mention ‘outside a trading venue’.]

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Appendix 3 – Notification to Primary Insiders

Notification to Primary Insiders

You are considered to be a person discharging managerial responsibilities (Nw. primærinsider) ("Primary Insider") as defined in article 3(25) of EU regulation 596/2014 on market abuse

("MAR") within HAFNIA LIMITED ("HAFNIA").

Pursuant to MAR, Primary Insiders and their Close Associates are subject to certain obligations and prohibitions. This is to notify you in writing of your obligations under article 19 of

MAR as required by article 19(5) of MAR.

In addition to reading the obligations set out below, we strongly recommend that you familiarize yourself with the obligations imposed on Primary Insiders and Close Associates in

article 19 of MAR as well as EU regulation 2016/522 and EU regulation 2016/523. Each of which may be accessed through

https://www.finanstilsynet.no/tema/markedsmisbruksforordningen-mar/ (Norwegian) https://www.finanstilsynet.no/en/topics/market-abuse-regulation-mar-in-norway/ (English).

We hereby notify you of your obligations set out in MAR article 19 and HAFNIA'S internal Instructions for Handling of Inside Information:

(i) You must obtain clearance in writing from HAFNIA'S CFO as set out in HAFNIA'S internal Instructions for Handling of Inside Information prior to entering into any

transactions on your own account or for the account of a third party, directly or indirectly, relating to the financial instruments issued by HAFNIA or to derivatives or

other financial instruments linked to them.

(ii) You must not conduct any transactions on your own account or for the account of a third party, directly or indirectly, relating to the instruments issued by HAFNIA or to

derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end

report which HAFNIA makes public, unless explicitly permitted to do so by the CFO of HAFNIA.

(iii) You must notify your Close Associates (as defined in MAR article 3(26)) (the "Close Associates") of their obligations under MAR article 19 in writing and you must keep

a copy of the said notification. Close Associates include (a) spouses or partners considered to be equivalent to a spouse according to your national law, (b) dependent

children according to your national law, (c) relatives who have shared the same household with you for at least one year on the date of the transaction concerned and

any legal persons, trusts or partnerships, the managerial responsibilities of which are either discharged by you or by a person referred to in point (a), (b) or (c), directly or

indirectly controlled by such a person, set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

The reference to "the managerial responsibilities of which are discharged" should be read to cover those cases where you or a person referred to in point (a), (b) or (c)

takes part in or influences the decisions of the legal entity to carry out transactions in financial instruments of HAFNIA. In the case of mere cross board membership,

where you exercise executive or non-executive functions, without however taking part nor influencing the decisions of that legal entity to carry out transactions in

financial instruments of HAFNIA, then you should not be considered discharging managerial responsibilities within that legal entity.

This is only relevant if an obligation for clearance is resolved.

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(iv) You must notify HAFNIA and the Norwegian FSA of each transaction, including but not limited to, the transactions set out in Article 19 of MAR and Section 10 of

regulation 2016/522 and as further described in Appendix 7 to HAFNIA'S internal Instructions for Handling of Inside Information and attached hereto for ease of

reference

(including, but not limited to, acquisition, disposal, short sale, subscription, exchange, acceptance or exercise of a stock option, subscription to a capital

increase or debt instrument issuance, gifts and donations made or received, and inheritance received), conducted on your own account relating to the instruments issued

by HAFNIA. The notification must be made promptly and no later than three business days after the date of the transaction. The obligation applies to any subsequent

transaction once a total amount of EUR 5,000 has been reached within a calendar year. The notification to the Norwegian FSA must be provided through the link available

through https://www.finanstilsynet.no/tema/markedsmisbruksforordningen-mar/ (Norwegian) https://www.finanstilsynet.no/en/topics/market-abuse-regulation-mar-in-

norway/ (English) and the notification to HAFNIA must be provided by using the format attached as Appendix 2 to HAFNIA'S internal Instructions for Handling of

Inside Information and attached hereto for ease of reference. When calculating whether the threshold has been reached, the transactions carried out by a primary insider

and by Close Associates to that primary insider should not be aggregated. If transactions are carried out in a currency which is not EUR, the daily euro foreign exchange

reference rate published by the European Central Bank on its website should be used. For the purpose of the price to consider for donations, gifts and inheritance, one

should use the last published price for the financial instrument concerned on the date of acceptance of the donation, gift or inheritance (i.e. the date of the transaction),

or where such price is not available that day, the last published price. As to the rules to calculate the price of options granted for free to managers or employees, the

options should be based on the economic value assigned to the options by HAFNIA when granting them.

(v) You must as soon as possible after receipt of this notification return the table below to HAFNIA, duly completed with a list of your Close Associates (as defined in item

(ii) above) and inform HAFNIA immediately upon any subsequent change to your Close Associates. If you do not want to provide the details of your Close Associates

per e-mail, please reach out to the CFO and provide the details by phone or in a secure manner.

Name of Primary Insider: …………………………………………………………………………

Appendix 7 should be included when sending this notice to the Primary Insider.

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Name and, if legal entity, type of

entity

ID number/business reg. number

Address

E-mail

Relation to the Primary Insider

Date: [Insert date]

On behalf of HAFNIA LIMITED

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Appendix 4 – Notification to Close Associates

Notification to Close Associates

You are considered to be a person closely associated ("Close Associate") (Nw. nærstående) of me as a person discharging managerial responsibilities ("Primary Insider") (Nw.

primærinsider) within HAFNIA LIMITED ("HAFNIA") as defined in article 3(26) of the EU regulation 596/2014 on market abuse ("MAR").

Pursuant to MAR, Primary Insiders and their Close Associates are subject to certain obligations and prohibitions. This is to notify you in writing of your obligations pursuant to article

19 of MAR as required by article 19(5) of MAR. I will keep a copy of this notification.

In addition to reading the obligations set out below, we strongly recommend that you familiarize yourself with the obligations imposed on Primary Insiders and Close Associates in MAR

article 19 as well as EU regulation 2016/522 and EU regulation 2016/523. Each of which may be accessed through https://www.finanstilsynet.no/tema/markedsmisbruksforordningen-mar/

(Norwegian) https://www.finanstilsynet.no/en/topics/market-abuse-regulation-mar-in-norway/ (English).

I hereby notify you of your obligations set out in MAR article 19:

(i) You must notify HAFNIA and the Norwegian FSA of each transaction, including but not limited to, the transactions set out in Article 19 of MAR and Section 10 of regulation

2016/522 and as further described in an Appendix hereto for ease of reference

(including, but not limited to, acquisition, disposal, short sale, subscription, exchange,

acceptance or exercise of a stock option, subscription to a capital increase or debt instrument issuance, gifts and donations made or received, and inheritance received),

conducted on your own account relating to the instruments issued by HAFNIA. The notification must be made promptly and no later than three business days after the date

of the transaction. The obligation applies to any subsequent transaction once a total amount of EUR 5,000 has been reached within a calendar year. The notification to the

Norwegian FSA must be provided through the link available through https://www.finanstilsynet.no/tema/markedsmisbruksforordningen-mar/ (Norwegian)

https://www.finanstilsynet.no/en/topics/market-abuse-regulation-mar-in-norway/ (English) and the notification to HAFNIA must be provided by using the format attached as

an Appendix hereto.

When calculating whether the threshold has been reached, the transactions carried out by a primary insider and by Close Associates to that primary

insider should not be aggregated. If transactions are carried out in a currency which is not EUR, the daily euro foreign exchange reference rate published by the European

Central Bank on its website should be used. For the purpose of the price to consider for donations, gifts and inheritance, one should use the last published price for the

financial instrument concerned on the date of acceptance of the donation, gift or inheritance (i.e. the date of the transaction), or where such price is not available that day, the

last published price. Further guidance on how to calculate the threshold may be found here: https://www.esma.europa.eu/document/qa-market-abuse-regulation.

Appendix 7 should be included when sending this notice to the Primary Insider.

Appendix 2 should be included when sending this notice to the Primary Insider.

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(ii) You should be cautious if you conduct any transactions on your own account or for the account of a third party, directly or indirectly, relating to the instruments issued by

HAFNIA or to derivatives or other financial instruments linked to them during a closed period of 30 calendar days before the announcement of an interim financial report or a

year-end report which HAFNIA makes public, noting that Primary Insiders are not permitted to conduct any transactions in such periods unless explicitly permitted to do so

by HAFNIA.

Date: [Insert date],

[Insert name of Primary Insider]

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Appendix 5 – Routines for secure handling of inside information

1 Technical devices

• Use password protection on PC, tablets, phones and other electronic devices that contain Inside Information. Change password on a routinely basis.

• Do not store Inside Information locally in PC hard disks.

• Make sure you have solutions in place for remote disabling of phones/tablets that are synced with your email, in case of loss/theft.

• Always log off devices with access to Inside Information before leaving them.

2 Document handling

• Protect documents. All documents with Inside Information should be sent via secure channels or be secured with password protection.

• Be careful when distributing Inside Information. Do not distribute Inside Information directly by email, but put the information in a password protected document (Word,

PowerPoint, Excel, PDF, etc.)

• Limited access to files and documents. In certain events as decided by the chief financial officer/investor relation officer, documents should be placed in restricted folders. In

such cases, chief financial officer/investor relation officer is responsible ensuring that no unauthorized person has access to such restricted folders and documents. User access

can only be given by requesting this by email to chief financial officer/investor relation officer.

• Consider carefully whether you need to keep Inside Information as printed documents. Each individual is responsible for ensuring that confidential information kept as printed

documents does not get in possession of unauthorized persons.

• Be careful when printing. Do not print documents through printers in common areas without picking up the print immediately.

• Do not use memory sticks unless they are password protected. They can easily be lost.

• Secure physical documents: When leaving your work space: make sure to lock in documents. Documents should be shredded once there is no need to keep them. Documents

that are put away to be destroyed or shredded must be put in a secure box, not through regular recycling.

3 Personal routines

• Be careful when mentioning anything related to Inside Information. Do not discuss Inside Information in front of others, either by phone or through regular conversations.

• Communication channels. Consider if communication through written channel is secured, or if it should be done through verbal channels.

• Clean desk. Especially when handling Inside Information kept through physical documents.

• "Clean room". Make sure to never leave documents with Inside Information at meeting rooms or common areas. Also, secure clean boards; remove flip-over-sheets and all

other traces when leaving the room.

• Misplaced Inside Information. If you get access to or find documents that might be Inside Information, for instance at a printer, in meeting rooms or other areas, make sure to

inform the chief financial officer/investor relation officer and destroy the documents immediately.

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Appendix 6 – Criteria for trading in closed periods

1. HAFNIA may only allow a Primary Insider within it to trade on its own account or for the account of a third party during a closed period if permitted pursuant to MAR and

Commission Delegated Regulation (EU) 2016/522 supplementing MAR, meaning, either:

(a) on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial difficulty, which require the immediate sale of shares; or

(b) due to the characteristics of the trading involved for transactions made under, or related to, an employee share or saving scheme, qualification or entitlement of

shares, or transactions where the beneficial interest in the relevant security does not change; and

the Primary Insider is able to demonstrate that the particular transaction cannot be executed at another moment in time than during the closed period.

2. In the circumstances set out in 1(a) above, prior to any trading during the closed period, a Primary Insider shall provide a reasoned written request to HAFNIA for obtaining

HAFNIA'S permission to proceed with immediate sale of shares of that issuer during a closed period. The written request shall describe the envisaged transaction and provide

an explanation of why the sale of shares is the only reasonable alternative to obtain the necessary financing.

3. When deciding whether to grant permission to proceed with immediate sale of its shares during a closed period, an issuer shall make a case-by-case assessment of a written

request referred to above. HAFNIA shall have the right to permit the immediate sale of shares only when the circumstances for such transactions may be deemed exceptional.

Such circumstances shall be considered to be exceptional when they are extremely urgent, unforeseen and compelling and where their cause is external to the Primary Insider

and the Primary Insider has no control over them. When examining whether the circumstances described in the written request are exceptional, HAFNIA shall take into account,

among other indicators, whether and to the extent to which the Primary Insider:

(a) is at the moment of submitting its request facing a legally enforceable financial commitment or claim;

(b) has to fulfil or is in a situation entered into before the beginning of the closed period and requiring the payment of sum to a third party, including tax liability, and

cannot reasonably satisfy a financial commitment or claim by means other than immediate sale of shares.

4. HAFNIA shall have the right to permit the Primary Insider within HAFNIA to trade on its own account or for the account of a third party during a closed period, including but

not limited to circumstances where that Primary Insider:

(a) had been awarded or granted financial instruments under an employee scheme, provided that the following conditions are met:

a. the employee scheme and its terms have been previously approved by HAFNIA in accordance with national law and the terms of the employee scheme

specify the timing of the award or the grant and the amount of financial instruments awarded or granted, or the basis on which such an amount is

calculated and given that no discretion can be exercised;

b. the Primary Insider does not have any discretion as to the acceptance of the financial instruments awarded or granted;

(b) had been awarded or granted financial instruments under an employee scheme that takes place in the closed period provided that a pre-planned and organised

approach is followed regarding the conditions, the periodicity, the time of the award, the group of entitled persons to whom the financial instruments are granted and

the amount of financial instruments to be awarded, the award or grant of financial instruments takes place under a defined framework under which any inside

information cannot influence the award or grant of financial instruments;

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(c) exercises options or warrants or conversion of convertible bonds assigned to him under an employee scheme when the expiration date of such options, warrants or

convertible bonds falls within a closed period, as well as sales of the shares acquired pursuant to such exercise or conversion, provided that all of the following

conditions are met:

a. the Primary Insider notifies HAFNIA of its choice to exercise or convert at least four months before the expiration date;

b. the decision of the Primary Insider is irrevocable;

c. the Primary Insider has received the authorisation from HAFNIA prior to proceed;

(d) acquires HAFNIA'S financial instruments under an employee saving scheme, provided that all of the following conditions are met:

a. the Primary Insider has entered into the scheme before the closed period, except when it cannot enter into the scheme at another time due to the date of

commencement of employment;

b. the Primary Insider does not alter the conditions of his participation into the scheme or cancel his participation into the scheme during the closed period;

c. the purchase operations are clearly organised under the scheme terms and that the Primary Insider has no right or legal possibility to alter them during

the closed period, or are planned under the scheme to intervene at a fixed date which falls in the closed period;

(e) transfers or receives, directly or indirectly, financial instruments, provided that the financial instruments are transferred between two accounts of the Primary Insider

and that such a transfer does not result in a change in price of financial instruments;

(f) acquires qualification or entitlement of shares of HAFNIA and the final date for such an acquisition, under HAFNIA'S statute, bye-law or such other constitutional

documents falls during the closed period, provided that the Primary Insider submits evidence to HAFNIA of the reasons for the acquisition not taking place at

another time, and HAFNIA is satisfied with the provided explanation.

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Appendix 7 – Transactions to be notified by Primary Insiders and Close Associates

Subject to items 20 and 21 below, transactions conducted on their own account relating to the listed shares or debt instruments of HAFNIA or to derivatives or other financial

instruments linked thereto must be notified by Primary Insiders and Close Associates, including, but not limited to:

1. the pledging or lending of financial instruments by or on behalf of a Primary Insider or a Close Associate (but not if the pledge, or a similar security interest, is done in

connection with the depositing of the financial instruments in a custody account, unless and until such time that such pledge or other security interest is designated to secure a

specific credit facility);

2. transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a Primary Insider or a Close Associate, including

where discretion is exercised;

3. transactions made under a life insurance policy, defined in accordance with Directive 2009/138/EC of the European Parliament and of the Council (26), where

(a) the policyholder is a Primary Insider or a Close Associate,

(b) the investment risk is borne by the policyholder, and

(c) the policyholder has the power or discretion to make investment decisions regarding specific instruments in that life insurance policy or to execute transactions

regarding specific instruments for that life insurance policy.

4. acquisition, disposal, short sale, subscription or exchange;

5. acceptance or exercise of a stock option, including of a stock option granted to managers or employees as part of their remuneration package, and the disposal of shares

stemming from the exercise of a stock option;

6. entering into or exercise of equity swaps;

7. transactions in or related to derivatives, including cash-settled transaction;

8. entering into a contract for difference on a financial instrument of the concerned issuer;

9. acquisition, disposal or exercise of rights, including put and call options, and warrants;

10. subscription to a capital increase or debt instrument issuance;

11. transactions in derivatives and financial instruments linked to a debt instrument of the concerned issuer, including credit default swaps;

12. conditional transactions upon the occurrence of the conditions and actual execution of the transactions;

13. automatic or non-automatic conversion of a financial instrument into another financial instrument, including the exchange of convertible bonds to shares;

14. gifts and donations made or received, and inheritance received;

15. transactions executed in index-related products, baskets and derivatives;

16. transactions executed in shares or units of investment funds, including alternative investment funds (AIFs);

17. transactions executed by manager of an AIF in which a Primary Insider or a Close Associate has invested;

18. transactions executed by a third party under an individual portfolio or asset management mandate on behalf or for the benefit of a Primary Insider or a Close Associate;

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19. borrowing or lending of shares or debt instruments of the issuer or derivatives or other financial instruments linked thereto.

The notification obligation does not apply to:

20. Transactions in financial instruments linked to shares or to debt instruments of the issuer referred to in that paragraph where at the time of the transaction any of the

following conditions is met:

(a) the financial instrument is a unit or share in a collective investment undertaking in which the exposure to the issuer's shares or debt instruments does not exceed 20 %

of the assets held by the collective investment undertaking;

(b) the financial instrument provides exposure to a portfolio of assets in which the exposure to the issuer's shares or debt instruments does not exceed 20 % of the

portfolio's assets;

(c) the financial instrument is a unit or share in a collective investment undertaking or provides exposure to a portfolio of assets and the person discharging managerial

responsibilities or a Close Associate does not know, and could not know, the investment composition or exposure of such collective investment undertaking or

portfolio of assets in relation to the issuer's shares or debt instruments, and furthermore there is no reason for that person to believe that the issuer's shares or debt

instruments exceed the thresholds in point (a) or (b).

If information regarding the investment composition of the collective investment undertaking or exposure to the portfolio of assets is available, then the Primary Insider or a

Close Associate shall make all reasonable efforts to avail themselves of that information.

21. Finally, transactions executed in shares or debt instruments of an issuer or derivatives or other financial instruments linked thereto by managers of a collective investment

undertaking in which the Primary Insider or Close Associate has invested do not need to be notified where the manager of the collective investment undertaking operates

with full discretion, which excludes the manager receiving any instructions or suggestions on portfolio composition directly or indirectly from investors in that collective

investment undertaking.

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Exhibit 12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mikael Øpstun Skov, Chief Executive Officer of Hafnia Limited, certify that:

1. I have reviewed this annual report on Form 20-F of Hafnia Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of

operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)

and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material

information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which

this report is being prepared;

(b) [paragraph omitted in accordance with Exchange Act Rule 13a-14(a)]

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure

controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has

materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the

audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect

the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2025

/s/ Mikael Øpstun Skov

Mikael Øpstun Skov

Chief Executive Officer

Hafnia Limited

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Exhibit 12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Petrus Wouter Van Echtelt, Chief Financial Officer of Hafnia Limited, certify that: