APPENDIX A
RECOMMENDATION FROM THE NOMINATION COMMITTEE OF HAFNIA LIMITED (THE “COMPANY”) TO THE ANNUAL GENERAL MEETING TO BE HELD ON 14 MAY 2025
NOMINATION COMMITTEE’S COMPOSITION AND MANDATE
The members of the Nomination Committee of Hafnia Limited comprise Ms. Sophie Smith (Chair), Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. Ms. Smith was elected on 20 May 2022, and Mr. Bøe and Ms. Yew were elected effective 22 May 2020. A description of the profiles of the members can be accessed at the Company’s website at http://www.hafnia.com.
The Nomination Committee’s mandate is outlined in the Nomination Committee Guidelines adopted on 22 May 2020 with further amendments adopted at the Special General Meeting on 12 August 2022.
THE WORK OF THE NOMINATION COMMITTEE
The Nomination Committee has met once since the Annual General Meeting in July 2024, and has in addition relied on e-mail and telephone conversations to conclude its work. The Nomination Committee has also had dialogue with members of the Board.
The Nomination Committee has received the Board’s own performance evaluation for 2024. In its assessment of the Board composition, the Nomination Committee has taken account of views expressed therein. The Nomination Committee has reviewed the Board composition having regard to expertise, capacity and diversity, and determined that the Board is functioning well. The Nomination Committee has also reviewed the relationships between the Company and each Director, and determined that a majority of the Directors are independent pursuant to the Norwegian Code of Practice for Corporate Governance and corporate governance standards of the New York Stock Exchange.
BOARD COMPOSITION
The Board of Directors of the Company currently consists of the following members:
Mr. Andreas Sohmen-Pao (Chairman)
Mr. Erik Bartnes
Mr. John Ridgway
Mr. Peter Read
Ms. Su Yin Anand
The profiles of all the Board members can be accessed at the Company’s website at http://www.hafnia.com.
The Nomination Committee was informed that Mr. Erik Bartnes will be stepping down as a Director and consequently, will not be seeking re-election at the 2025 AGM.
The Nomination Committee has reviewed the remuneration of the Board and compared it to relevant statistics of dual-listed companies.
The Nomination Committee was informed that Ms. Sophie Smith wishes to step down as a Member and Chair of the Nomination Committee.
In connection with the 2025 Annual General Meeting, the Nomination Committee submits the following unanimous proposals:
The Nomination Committee proposes that the following Directors, being eligible and having consented to act, be re-elected until the Annual General Meeting to be held in 2026:
Mr. Andreas Sohmen-Pao
Mr. John Ridgway
Mr. Peter Read
Ms. Su Yin Anand
