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 HM EX, Bermuda on Friday, 22 May 2020 at 11
a.m. (local 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 2019 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:

	Directors:	Class:	Period:		
Mr. John Ridgway 				II			2 years
Ms. Ouma Sananikone				II			2 years

5.	To approve amendments to the Bye-laws of the Company in the manner as set out
in Appendix A of this Notice, requiring appointment of Directors to be done at a
general meeting and not by authorisation to the Board of Directors to do so.

6.	To re-appoint Mr. Andreas Sohmen-Pao to the office of Chairman of the Company
for the ensuing year.

7.	To approve the establishment of a Nomination Committee comprising the
following members: 

	Mr. Andreas Sohmen-Pao (Chairman)
	Mr. Bjarte Bøe 
	Ms. Elaine Yew Wen Suen			

8.	To approve the Guidelines of the Nomination Committee, a copy of which is
available on the Company’s website. 

9.	To approve the annual fees payable for the period from the 2020 Annual
General Meeting to the 2021 Annual General Meeting to the Directors and
Committee Members as follows: 

Role 	
Fees 

Chairman 	
USD 80,000 
Board Members 	USD 65,000 
Audit Committee Chair 	USD 10,000 
Audit Committee Member 	USD   5,000 
Remuneration Committee Chair 	USD 10,000 
Remuneration Committee Member 	USD   5,000 
Nomination Committee Chair and Member 	USD   2,500 

10.	To consider, and if thought fit, to approve the re-appointment of KPMG LLP
as Auditor to hold office until the conclusion of the next annual general
meeting and to authorise the Board of Directors to determine the Auditor’s
remuneration.

BY ORDER OF THE BOARD 	Registered Office: 

Mr. Andreas Sohmen-Pao 	Washington Mall Phase 2
Chairman of the Board	4th Floor, Suite 400 
30 April 2020	22 Church Street, HM 1189 
 		Hamilton HM EX 
		Bermuda




















































Notes: 

1. 	A copy of the Annual Report and the Auditors’ Report for the financial year
ended 31 December 2019 can be accessed at the Company’s website at
http://www.hafniabw.com. Members who wish to receive printed copies of the
Annual Report may submit a written request via electronic mail to
ir@hafniabw.com with the member’s full name and mailing address clearly
indicated. 

2. 	A description of the competencies and executive functions of the Directors
to be re-elected can be accessed at the Company’s website at
http://www.hafniabw.com. 

3. 	The annual fees payable to the Directors and Committee Members are for the
period from 22 May 2020 (Annual General Meeting in 2020) until the date of the
next Annual General Meeting of the Company (Annual General Meeting in 2021). 

4. 	Only those members entered on the register of members of the Company at 5.00
pm (Oslo time) on 18 May 2020 shall be entitled to attend and vote at the Annual
General Meeting in respect of the number of shares registered in their name at
that time. Changes to entries on the register of members after 5.00 pm (Oslo
time) on 18 May 2020 shall be disregarded in determining the rights of any
person to attend and vote at the meeting or any adjournment thereof. 

5. 	No member shall be entitled to attend the Annual General Meeting unless
written notice of the intention to attend and vote in person or by proxy,
together with the power of attorney or other authority (if any) under which it
is signed, or a notarially-certified copy of that power of attorney, is sent to
DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo,
Norway or by e-mail to vote@dnb.no not later than 20 May 2020 at 10:00 am (Oslo
time). 

6. 	Every member entitled to attend and vote at the Annual General Meeting or
any adjournment thereof is entitled to appoint a proxy to attend and vote in his
stead on a show of hands or on a poll. A form of proxy is enclosed for this
purpose. A proxy need not be a member of the Company. A member who is entitled
to cast two or more votes at the Annual General Meeting or any adjournment
thereof may appoint more than one proxy. 

7.	To be valid, the form of proxy is to be received by DNB Bank ASA, Registrars
Department, at its address at Dronning Eufemias gate 30, 0191 Oslo, not later
than 20 May 2020 at 10:00 am (Oslo time) or by e-mail at vote@dnb.no not later
than the aforementioned date and time. 

8. 	If properly executed, the shares issued in the capital of the Company
represented by the proxy (the “Shares”) will be voted in the manner directed by
the member on the form of proxy. The proxy holder shall also have discretion to
vote the Shares for or against any amendments to resolutions duly made at the
Annual General Meeting or any adjournment thereof. If no direction is given, the
Shares will be voted in favour of the resolutions as recommended by the Board of
Directors (including amendments thereto approved by the Board of Directors) when
duly presented at the Annual General Meeting or any adjournment thereof. The
member shall have discretion to vote the Shares on any other matters in
furtherance of or incidental to the foregoing or as may otherwise properly come
before the Annual General Meeting or adjournment thereof.

9.	Proposal 5 (Amendment of the Company’s Bye-laws) requires the affirmative
vote of not less than two-thirds of the votes cast at the Annual General Meeting
in order to be approved.  All other proposals require the affirmative votes of a
majority of the votes cast at the Annual General Meeting in order to be
approved.

 
APPENDIX A

Proposal 5 – Amendment of the Company’s Bye-laws

Based on the recommendation of the Board of Directors of the Company, it is
proposed that the Company’s Bye-laws be amended in the manner following, namely:

By deleting Bye-law 38.5 in its entirety.

If this proposal is approved the relevant Bye-law will be amended as follows:

38.5	At any general meeting the Members may authorise the Board to fill any
vacancy in their number left unfilled at a general meeting.

Pursuant to Bye-law 76 (Changes to Bye-laws) this Proposal 5 requires the
affirmative vote of not less than two-thirds of the votes cast at the Annual
General Meeting in order to be approved by the Members.