Kurs & Likviditet
Beskrivning
Land | Singapore |
---|---|
Lista | OBX |
Sektor | Tjänster |
Industri | Shipping & Offshore |
2020-04-30 13:41:29
Dear Shareholder The Annual General Meeting (the “2020 AGM”) of Hafnia Limited (the “Company’) will be held at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda on Friday, 22 May 2020 at 11 a.m. (local time). The matters to be considered at the 2020 AGM are identified in the attached Notice of the 2020 AGM. In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended 31 December 2019 will be presented at the 2020 AGM. These statements were approved by the Board of Directors of the Company on 24 February 2020. There is no requirement under Bermuda law that such statements be approved by the Members, and no such approval will be sought at the 2020 AGM. The Company’s audited consolidated financial statements and the auditor’s report are included in the Company’s Annual Report which is available on the Company’s website at http://www.hafniabw.com. According to the Company’s Bye-laws, the Directors of the Company are designated as either Class I Directors or Class II Directors for the purpose of retirement by rotation. At the 2019 AGM, the Class I Directors were re-appointed to serve until the conclusion of the 2021 AGM. The Class II Directors are up for election at the 2020 AGM and it is recommended that the Class II Directors be re-elected to serve until the conclusion of the 2022 AGM. It is also recommended that the number of Directors of the Company shall continue to be up to eight. It is further recommended that the Chairman be re-appointed for the ensuing year in accordance with the Company’s Bye-laws. The Board of Directors in previous year has requested that the Members authorise the Board to fill any vacancy in the number of Directors left unfilled as is customary for Bermuda companies and provided for in the Company’s Bye-laws. However, the Board has determined that it would be in the Company’s interest not to seek such an authorisation this year and further recommends that the Members approve an amendment to the Company’s bye-laws to remove the related bye-law. According to the Company’s Bye-laws, the Company may have a nomination committee appointed by the Members of the Company which shall, among other matters, recommend candidates for the Board as well as the remuneration of the members of the Board. It is recommended that a nomination committee be established comprising Mr. Andreas Sohmen-Pao (Chairman), Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. It is further recommended that the guidelines for the nomination committee, a draft copy of which is available on the Company’s website at http://www.hafniabw.com, be adopted by the Members. The profiles of Mr. Bøe and Ms. Yew are provided below: Mr. Bjarte Bøe (born 1957) has over thirty years of experience in the finance industry. He currently serves as a Director of Hermitage Offshore, a NYSE listed company and Agera Venture, a Norwegian venture capital company. Mr. Bøe is a member of the Nomination Committee of BW Offshore Limited. Mr. Bøe is Chairman of the Investment Committee at SEB Venture Capital, a subsidiary of Skandinaviska Enskilda Banken AB (publ), or SEB, a Nordic financial services group, where from 1995 to June 2019, he held a range of management positions. Mr. Bøe most recently served as Head of Shipping and Offshore Finance at SEB, and was Global Head of Investment Banking at SEB Stockholm between 2012 and 2016. Mr. Bøe previously held various other bank related management positions at Christiania Bank between 1986 and 1995, a Norwegian bank that later merged with MeritaNordbanken to become Nordea, and was a shipbroker at R.S. Platou between 1983 and 1986. Mr. Boe has an MBA from the Norwegian School of Economics and Business Administration, graduated in 1983. Ms. Elaine Yew Wen Suen (born 1967) is a Senior Partner in Egon Zehnder, one of the world's largest executive search and talent strategy firm. Ms. Yew’s focus is on CEO and C-suite succession planning, and board effectiveness. Ms. Yew also advises clients on CEO development, top team effectiveness, and organizational culture. 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 currently serves on the Board of Trustees of the National University of Singapore and chairs the Industry Advisory Board of NUS’ Centre for Future-Ready Graduates. Ms. Yew also serves on the Board of Governors of the Convent of the Holy Infant Jesus group of schools in Singapore, the Board of Workforce Singapore and the Advisory Board of Women’s Forum Singapore. Ms. Yew is also a member of the Asia Advisory Board of Allianz and sits on the board of The Majurity Trust and chairs the Tangent Initiative. Ms. Yew has a BA with Honours in English and Drama from the University of Kent and an MBA from INSEAD in Fontainebleau, France. The Bye-laws of the Company provide that the Directors’ fees shall be determined by the Members in general meeting. It is proposed that the Directors be paid the fees in respect of the services rendered by them for the period from the 2020 AGM to the 2021 AGM as detailed in the Notice of the 2020 AGM. The Nomination Committee further proposes that the Nomination Committee members be paid for their services and that each member be paid a remuneration of USD 2,500 for services rendered for the period from the 2020 AGM to the 2021 AGM. The Audit Committee of the Board of Directors is charged with the responsibility to recommend the appointment of the Company’s external auditors. In this connection, the Audit Committee has recommended that KPMG LLP be re-appointed as the Independent Auditors of the Company. Consistent with the Company’s Bye-laws, it is proposed that the Board of Directors be authorised to determine the remuneration of KPMG LLP. Enclosed with this mailing is the Notice of the 2020 AGM, together with an Attendance Slip and a Form of Proxy for your Common Shares to be represented at the 2020 AGM. Members registered in the branch register of the Company maintained by Verdipapirsentralen ASA (the VPS) at the close of business on 18 May 2020 will be entitled to attend and vote at the Annual General Meeting in respect of the number of Common Shares registered in their name at such time. Members who wish to attend the 2020 AGM in person must give notice by no later than 20 May 2020 at 10:00 am (Oslo time). Members attending in person are required to complete the Attendance Slip and submit the same to DNB Bank ASA. A Member entitled to vote at the 2020 AGM is entitled to appoint a proxy to attend and to vote in its place. A Member appointing a proxy must complete the Form of Proxy and submit the same to DNB Bank ASA. Please submit the Attendance Slip and/or the Form of Proxy to DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway, or by PDF attachment to vote@dnb.no. The Board of Directors recommends that you vote in favour of all the matters to be considered at the 2020 AGM. Singapore, 30 April 2020 On behalf of the Board of Directors Mr. Andreas Sohmen-Pao Chairman of the Board Enclosures: 1. Notice of the 2020 AGM 2. Attendance Slip 3. Form of Proxy