Exhibit 99.2
HAFNIA LIMITED
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hafnia Limited (the “Company”) will be held at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda on Wednesday, 10 July 2024 at 5:00 p.m. (Bermuda time) for the following purposes:
1. | To confirm the Notice of the Annual General Meeting. |
2. | To receive the audited consolidated financial statements of the Company for the financial year ended 31 December 2023 and the Auditors’ Report thereon. |
3. | To determine that the number of Directors of the Company shall be up to eight. |
4. | To re-elect the following Directors as set out below: |
Mr. Andreas Sohmen-Pao
Mr. Erik Bartnes
Mr. Peter Read
Mr. John Ridgway
Ms. Su Yin Anand
5. | To re-appoint Mr. Andreas Sohmen-Pao to the office of Chairman of the Company for the ensuing year. |
6. | To receive the latest Guidelines on Executive Remuneration, a copy of which is available on the Company’s website at www.hafniabw.com/ESG/ - under Policies. |
7. | To approve the annual fees payable for the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting to the Directors and Committee Members as follows: |
Role | | | Fees |
Chairman | | | US$ 100,000 |
Board Members | | | US$ 90,000 |
Audit Committee Chair | | | US$ 15,000 |
Audit Committee Member | | | US$ 10,000 |
Remuneration Committee Chair | | | US$ 10,000 |
Remuneration Committee Member | | | US$ 5,000 |
Nomination Committee Chair and Member | | | US$ 2,500 |
8. | To consider, and if thought fit, to approve the re-appointment of KPMG LLP as Auditors to hold office until the conclusion of the next annual general meeting and to authorise the Board of Directors to determine the Auditors’ remuneration. |
9. | Subject to the completion of the Company’s proposed discontinuance from Bermuda and continuance in Singapore in accordance with the provisions of Section 132G of the Companies Act 1981 as amended of Bermuda and Part 10A of the Companies Act 1967 of Singapore (“Proposed Redomiciliation”) on and from the effective date of the Proposed Redomiciliation (“Effective Date”), to approve the following: |
(a) | the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the share capital of the Company (“Shares”) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), in accordance with all applicable laws and regulations, including but not limited to the provisions of the Companies Act 1967 (the “Act”), the Market Abuse Regulation, the Singapore Code on Take-overs and Mergers (if applicable) and the Constitution of the Company (the “Share Buy-Back Mandate”); |
