For purposes of clarity, in some places in this registration statement (the “Registration Statement”), we refer to Hafnia Limited prior to the Redomiciliation (defined below and subject to the final decision of the shareholders) as “Hafnia (Bermuda)” and the re-domiciled Singapore entity as “Hafnia (Singapore).” For more information, see the section entitled “The Redomiciliation.”

We prepare and report our financial statements in accordance with International Financial Reporting 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 Registration Statement 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 Registration Statement. 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 Registration Statement 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 and Specialised Pool as further described and defined in Item 4).

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.

Throughout this Registration Statement, we provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in “Item 5. Operating and Financial Review and Prospects – A. Operating Results.”

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

Time Charter Equivalent (or “TCE”) 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. 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 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 may not be comparable to that reported by other shipping companies.

In certain of management’s analyses, we use the term “TCE income (voyage charter)”. We define TCE income (voyage charter) as revenue from voyage charter (including income from Pools as described above) less voyage expenses 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.

Unless otherwise indicated, information contained in this Registration Statement 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 which has confirmed to us that it believes it accurately describes the international product tanker industry as at the date of this Registration Statement. This disclosure was provided to us on 7 February 2024 and Clarksons Research notified us that the cut-off date for the information contained therein was 1 February 2024. The statistical and graphical information

we use in this Registration Statement 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.

This Registration Statement 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 Registration Statement 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 Registration Statement 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.

Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue and transfer of our common shares to and between non-residents of Bermuda for exchange control purposes provided that our common shares remain listed on an appointed stock exchange, which includes the NYSE and Oslo Børs. In granting such consent, the Bermuda Monetary Authority accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this Registration Statement.

Our disclosure and analysis in this Registration Statement, 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 Registration Statement, 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 Registration Statement 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 Registration Statement 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 Registration Statement. 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:

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 Registration Statement. 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 Registration Statement 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:

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 Registration Statement.

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 Registration Statement are qualified in their entirety by the cautionary statements contained in this Registration Statement.

The forward-looking statements made in this Registration Statement 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 Registration Statement to reflect events or circumstances after the date of this Registration Statement 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.

Subsequent to our proposed listing on the NYSE and approximately one month after the approval of our shareholders at our annual general meeting of shareholders, which we currently intend to hold in May 2024, we intend to change our jurisdiction of incorporation from Bermuda to Singapore pursuant to Section 132G of the Bermuda Companies Act 1981 (the “Bermuda Companies Act”), and we refer to this change as the “Redomiciliation”. The Redomiciliation is aimed at aligning the place of incorporation with the economic substance of the Company.

The Redomiciliation will be carried out pursuant to the transfer of registration regime under the Singapore Companies Act 1967 (the “Singapore Companies Act”). Upon compliance by the Company of the applicable requirements prescribed under the Singapore Companies Act, the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) may issue a notice of transfer of registration, stating that the Company is, on and from the date specified in the notice, registered by way of transfer of registration under the Singapore Companies Act.

A Certificate Confirming Registration by Transfer of Company (“Redomiciliation Certificate”) will also be issued by ACRA. Upon the issuance of the Redomiciliation Certificate by ACRA, we will be domesticated and continue as a Singapore company with the name “Hafnia Limited.” Under Bermuda and Singapore law, the Redomiciliation into Singapore is deemed effective upon the issuance of the Redomiciliation Certificate by ACRA and the Company will be deemed to be a Singaporean company, subject to the Singapore Companies Act

from such date. After the Redomiciliation becomes effective, we will file a copy of the Redomiciliation Certificate with the Registrar of Companies in Bermuda within 30 days following issue thereof, and the Registrar of Companies in Bermuda shall then issue a certificate of discontinuance reflecting the effective date of the Redomiciliation.

The Redomiciliation will change our jurisdiction of incorporation from Bermuda to Singapore and, as a result, our constitutional documents will change and will be governed by Singapore rather than Bermuda law. There are differences between the governing corporate law of Bermuda and Singapore. We describe these and other changes in more detail under “Item 10. – B. Memorandum of Association and Bye-laws – Comparison of Shareholder Rights.” However, our business, assets and liabilities on a consolidated basis, as well as our Board of Directors and executive officers, will be the same upon completion of the Redomiciliation as they are prior to the Redomiciliation.

Our authorised share capital is $7,500,000 consisting of 750,000,000 common shares with a par value of $0.01 each, of which 506,820,170 shares were issued and fully paid as at December 31, 2023. The number of common shares issued and outstanding as at December 31, 2023 was 504,193.519. On January 2, 2024, we issued an additional 3,431,577 shares and the total number of issued shares increased to 510,251,747. In the Redomiciliation, each common share of Hafnia (Bermuda) that is issued and outstanding immediately prior to the effective time of the Redomiciliation will automatically convert by operation of law into one ordinary share in the share capital of Hafnia (Singapore). The issued and fully paid-up share capital of Hafnia (Singapore) will consist of 510,251,747 ordinary shares. After the Redomiciliation, Hafnia (Singapore) will have only one class of issued ordinary shares, which will have identical rights in all respects and rank equally with one another. The ordinary shares of Hafnia (Singapore) will have no par value. There is no requirement to set out an authorized share capital under Singapore law. It will not be necessary for shareholders of Hafnia (Bermuda) who hold common shares of Hafnia (Bermuda) to exchange their existing common share certificates for certificates of ordinary shares of Hafnia (Singapore).

Our Board of Directors believes that there are advantages of the Redomiciliation. As a well-established shipping and ship management centre, Singapore is expected to provide many benefits to the Company. Singapore’s political stability, strong legal framework, and well-developed financial sector provide a secure foundation for business operations. Singapore also offers a comprehensive range of maritime services, including ship management, ship financing, legal services, and insurance, creating a conducive environment for shipowning businesses. With a highly skilled workforce with expertise in various aspects of the maritime industry, Singapore also encourages maritime companies to establish operations in Singapore through providing competitive tax incentives. Additionally, within our corporate structure, we currently have several entities that are Singapore-domiciled, which has proven to be highly advantageous for our operations. This Redomiciliation will allow us to consolidate our entities in Singapore, optimizing our corporate structure and enhancing the efficiency of our overall management and operational coordination.

In preparation for the Redomiciliation, our subsidiary Hafnia Pte. Ltd. has been renamed to Hafnia SG Pte. Ltd. This has been completed to allow Hafnia (Singapore) to take the name “Hafnia Limited” in Singapore post-Redomiciliation.

The business address of each of the above listed persons is c/o Hafnia SG Pte. Ltd., 10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438.

For additional information on our directors and senior management, see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.”

Our U.S. legal counsel is Vedder Price P.C., 1401 New York Avenue, NW Suite 500, Washington, DC 20005.

KPMG LLP, 12 Marina View, #15-01, Asia Square Tower 2, Singapore 018961, is our independent registered public accounting firm for the years ended December 31, 2023, 2022 and 2021.

The consolidated financial statements of Hafnia Limited as of December 31, 2022 and 2021, and January 1, 2021 and for each of the years in the two-year period ended 31 December 2022, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2022 and 2021, and January 1, 2021 consolidated financial statements contains an explanatory paragraph that states there was a correction of misstatements.

Not applicable.

Not applicable.

The table below sets forth our cash and cash equivalents and capitalization as at December 31, 2023, derived from our consolidated financial statements included elsewhere in this Registration Statement.

Investors should read this table in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements included in this Registration Statement.

Not applicable.

An investment in the common 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 Registration Statement, 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 Registration Statement and represents those risks that we believe are the material risks relevant to an investor when making an investment in our common shares. An investment in Hafnia Limited and our common 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. As a result, the market price of our common 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 Registration Statement.

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 our common shares. A decline in the value and trading price in our common shares could result in a loss of all or part of an investment in our common 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 Registration Statement 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.

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

You should in particular note that we are particularly exposed to the short-term spot market. As at December 31, 2023 approximately 86% 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, which means that any adverse changes in the spot market hire or freight 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 chemical and product tanker market, e.g., resulting in 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 this vessel, but we would still have to pay expenses as necessary to maintain the vessel in operating condition and 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 recent example and clear demonstration of how events outside our control represents a material risk for our development is the uncertainty associated with the COVID-19 pandemic and its different variants and the efforts to contain them, which have had and may continue to have a significant impact on the global economy and the global chemical and product tanker market, and thus our business.

There is a high degree of probability of new developments and fluctuations in the chemical and product tanker market and a lower demand of chemical and product tanker capacity may have a material adverse effect on us, our business, results of operation, cash flow and financial condition. The material adverse effects of such developments and fluctuations may have on us is the reason for presenting this risk first in the category of risks related to the industry in which we operate.

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, and 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. In addition, the war between Russia and Ukraine is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere and its impact on energy prices and freight rates, which initially have increased, is uncertain. The global economy and demand for oil and oil products remains subject to substantial uncertainty due to the COVID-19 outbreak and related containment efforts

throughout the world. 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. The 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.

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:

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilds being delivered, scrapping and laying-up include newbuild prices, second-hand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing tanker fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for the vessels in our Combined Fleet will be dependent upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products and chemical products to be transported by sea. Given the number of new tankers currently on order with shipyards, the capacity of the global tanker fleet seems likely to increase and there can be no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.

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 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.

Despite turbulence in the world economy at times in recent years, worldwide demand for oil and oil products has continued to rise; however, the COVID-19 pandemic caused demand for oil and oil products to stagnate for an extended period of time and the war between Russia and Ukraine and conflict between Israel and Hamas could ultimately have a similar effect. In the event that the long-term trend falters, the production of and demand for crude oil and petroleum products will encounter pressure which could lead to a decrease in shipments of these products and consequently this would have an adverse impact on the employment of the vessels in our Combined Fleet and the charter rates that they command, as was the case from the second half of 2020 until the second quarter of 2022. Also, if oil prices decline to uneconomic levels for producers, it may lead to declining output. As a result of any reduction in demand or output, the charter rates that we earn from Hafnia Vessels and TC Vessels employed on charters related to market rates may decline, as they did in the second half of 2020 through the second quarter of 2022, and possibly remain at low levels for a prolonged period, as was the case for most periods during the preceding ten years.

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. Recent forecasts of ‘peak oil’ range from the 2020s to the 2030s, depending on economics and how governments respond to global warming. Irrespective of ‘peak oil’, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy, which shift appears to be accelerating as a result of the COVID-19 pandemic, as well a shift in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

In case of a decline in the production of crude oil it will likely result in an oversupply of product tanker capacity meaning that we may not be able to re-charter our Hafnia Vessels and TC Vessels at attractive rates. If we are unable to re-employ a vessel, we will not receive any revenue from this vessel, but we would still have to pay interest, debt and operating expenses as necessary to maintain the vessel in operating condition. 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 the occurrence of ‘peak oil’ will adversely affect our results of operations, cash flow and access to capital from external sources. Following a collapse in oil demand at the outset of COVID-19 and a price war between Saudi Arabia and Russia, a number of market organizations have put forward predictions of a peak in oil production in this or the next decade. However, we already now see a market shift away from fossil fuels in the form of, e.g., electric vehicles and more fuel efficient internal combustion engines.

A significant portion of our earnings are related to the oil industry. We rely significantly on the cash flows generated from the employment of our Hafnia Vessels and TC Vessels that operate in the product tanker sector of the shipping industry. Due to our lack of diversification, adverse developments in the product tanker market have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. Adverse developments in the product tanker market could therefore reduce our ability to meet our payment obligations and our profitability.

A shift in or disruption of the consumer demand from oil towards other energy resources such as electricity, natural gas, liquefied natural gas or hydrogen will potentially 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. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade

patterns of refined oil products may have a significant negative or positive impact on the tonne-mile and therefore the demand for our product tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

As at December 31, 2023, 112 of the vessels in the Hafnia Fleet were employed in either the spot market or in spot market-oriented pools such as the LR2 Pool, LR1 Pool, MR Pool, Handy Pool, Chemical-MR Pool and Chemical-Handy Pool (collectively, the “Pools”) and which 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 minimizing, 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 which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing 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.

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. Recently, the global trading patterns for oil and oil products have been impacted by the war between Ukraine and Russia which initially led to longer seaborne routes and higher earnings for tankers. A full reversal of sanctions on Russia and a corresponding full reversal of the changes to the supply and demand for oil and oil product combined with the older tanker fleet coming back to the international market could have a very significant negative impact on our results of operations. Such reversal of changes to global trading patterns to pre-war status or other changes in global trading pattern, including, but not limited to, any 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. Changes in global trading patterns leading to shorter distances of seaborne products trade could adversely impact our results of operations, financial condition, liquidity and ability to pay dividends.

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 [10.6%] of the existing world product tanker fleet in tonnage terms at the start of November 2023. No assurance can be given that the orderbook will not increase further in proportion to the existing fleet. If the capacity of new tankers delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly or declines, charter rates could materially decline. A reduction in charter rates and the value of our Hafnia Vessels may have a material adverse effect on our results of operations and available cash.

In addition, product tankers may be “cleaned up” from “dirty/crude” trades and swapped back into the product tanker market which would increase the available product tanker tonnage which may in turn affect the supply and demand balance for product tankers. This could have an adverse effect on our future performance, results of operations, cash flows and financial position.

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.

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. Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth is expected to continue in 2024 as the global economy is set to recover from the health crisis, however, there is a continuous threat of a Chinese financial crisis resulting from excessive indebtedness and “trade wars.”

In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. The International Monetary Fund has warned that continuing geopolitical tensions between the United States and China could derail recovery from the impacts of COVID-19. Although the United States and China successfully reached an interim trade deal in January 2020 that deescalated the trade tensions with both sides rolling back tariffs, the extent to which the trade deal will be successfully implemented is unpredictable. Notwithstanding the interim trade deal, the U.S. policy on China may not change dramatically and there is no assurance that the Chinese economy will not experience a significant slowdown in the future. Further increased geopolitical tensions in 2024 may intensify and impact trade flows and tanker flows in the future. A decrease in the level of imports to and exports from China could adversely affect our business, operating results, and financial condition.

State-owned enterprises account for a substantial portion of the Chinese industrial output and, in general, the Chinese government plans to continue enhancing the profitability and core competitiveness of the state-owned enterprises. 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. Notwithstanding economic reform, the Chinese government may adopt policies that favour domestic shipping companies and may hinder our ability to compete with them effectively. 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 by China may result in an increase in the cost of cargo imported to China and 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. Moreover, 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, which could impact the need for oil transportation services. The method by which China attempts to achieve carbon neutrality by 2060, and any attendant 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.

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 Latin America or Africa were to cause a decrease in imports of refined products from the United States or Europe. This could have a negative impact on our earnings, cash flows and financial position.

Since the beginning of the calendar year 2020, the outbreak of COVID-19 has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including travel bans, quarantines, and other emergency public health measures and a number of countries implemented lockdown measures. These measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of any resurgence in the COVID-19 virus, any of its variants or any other outbreaks of epidemic or pandemic disease. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the global economy may cause the charter rate and freight rate environment for tanker vessels to deteriorate and negatively impact our operations and cash flows. Relatively weak global economic conditions during periods of volatility have and may continue to have a number of adverse consequences for tanker and other shipping sectors, including, among other things:

The COVID-19 pandemic and measures to contain its spread negatively impacted the regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts are unpredictable and could continue or worsen, even after the pandemic itself diminishes or ends. The global economic uncertainty and volatility in the global markets may also restrict our access to capital and liquidity on acceptable terms.

Measures against COVID-19 in a number of countries have previously restricted crew rotations on vessels in our Hafnia Fleet. We experienced, and may as a result of any reemergence of COVID-19 or any of its variants, or the emergence of other epidemic and pandemic diseases, continue to experience, disruptions to our normal vessel operations caused by increased deviation time associated with positioning vessels to countries in which we can undertake a crew rotation in compliance with such measures. We may experience increased expenses due to days in which our Hafnia Vessels and TC Vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We incurred, and may continue to incur, additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment. Delays in crew rotations also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so.

The long-term impacts of the COVID-19 pandemic and the measures taken by world governments during the pandemic such as provision of financial support to citizens and companies and lockdowns and other

restrictions on business and personal activity are unclear and may have a negative impact on our business if, for example, the economies and budgetary resources of certain governments are impacted in the long-term or the relationship between governments and their citizens are negatively impacted.

Several of the risk factors in this “Item 3. Key Information – D. Risk Factors” contain specific examples of the potential and current adverse consequences the COVID-19 or other epidemic or pandemic diseases may have for us. In general, our operations may be hindered or delayed, and operational performance may be reduced for a number of reasons, which may result in delays, additional costs and liabilities. Further, our operating and voyage expenses may increase due to, e.g., increased crew costs and health/safety arrangements or increased bunker fuel prices. As at December 31, 2023 approximately 86% of the vessels in our Hafnia Fleet operate in the spot market where income margins are particularly sensitive to fluctuations in voyage expenses and therefore our TCE income may be materially and adversely affected by such fluctuations in voyage expenses. Our strategy implementation and investment opportunities may also be materially affected by the resurgence of COVID-19 and governmental measures regarding COVID-19 or any other pandemic or endemic diseases.

We have operations in high-risk areas where we are exposed to the risk of piracy and other types of attacks. Acts of piracy and other types of attacks on ocean-going vessels have increased in recent years, which could adversely affect our business. Acts of piracy have historically affected ocean-going vessels and at present, most piracy and armed robbery incidents affect vessels trading in regions of the world such as Somalia, the South China Sea, the Indian Ocean, the Gulf of Guinea, the Gulf of Aden, the Celebes Sea, and the Sulu Sea. Incidents of piracy have also been reported in many parts of Asia. Political 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. Sea piracy incidents continue to occur, with dry bulk vessels and tankers particularly vulnerable to such attacks. There have been attempted 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 when operating in high-risk areas. Any such attacks on Hafnia Vessels or JV Vessels may result in material damage to the vessels or harm to our crew members and may cause increased insurance premiums, 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. Any of the forementioned consequences could have a material adverse effect on our operation and business.

If piracy attacks occur in regions in which our Hafnia Vessels and JV Vessels are employed being characterised by insurers as “war risk” zones or Joint War Committee “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, including costs which may be incurred to the extent we employ 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. 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), or unavailability of insurance for our Hafnia Vessels or JV Vessels, 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.

In recent years, the number of immigrants attempting to cross the Mediterranean from North Africa to Europe in unseaworthy vessels has increased significantly. Many of the vessels are in such a poor condition that they capsize and sink, incur engine problems, or are otherwise incapacitated enroute to Europe. As a result, commercial vessels may, if witnessing an immigrant vessel in distress, deviate from the task and course and conduct a salvage operation. 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.

We expect that vessels in our Combined Fleet will call in ports where smugglers attempt to hide drugs and other contraband on the vessels, with or without the knowledge of crew members. To the extent a vessel is found with contraband, whether inside or attached to the hull of the vessel and whether with or without the knowledge of any of our crew, we may face reputational damage and governmental or other regulatory claims which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

The risk of fraud is inherent in all industries and is not specific to the shipping industry. However, the shipping industry has historically experienced an increased risk of fraud and fraudulent behaviour. Potential fraud risks include purposeful manipulation and misrepresentation of financial statements, misappropriation of tangible assets, intangible assets and proprietary business opportunities, 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 highly material negative impact on our business and financial condition.

There can be no assurance that our fraud prevention measures are sufficient to prevent or mitigate our exposure to fraud or fraudulent behaviour in the future, and any such behaviour can have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Customers, in particular those in the oil industry, have an increasingly high focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping and transportation segment. Our, and Pools’, continuous compliance with these standards and quality requirements is vital for our operations. Related risks could materialise in multiple ways, including a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, or a continuous decrease in the quality concerning one or more vessels occurring over time. Moreover, continuous increasing requirements from oil industry constituents can further complicate our ability to meet the standards. Any noncompliance by us, or Pools, either suddenly or over a period of time, on one or more vessels, or 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.

Our operations are international, and we generate almost all revenues and incur the majority of our expenses in U.S. dollars. However, we are exposed to fluctuations in foreign exchange rates due to parts of our revenues being received and operating expenses paid in currencies other than U.S. dollars. Thus, our exchange rate risk is related to cash flows not denominated in U.S. dollars. The primary risk relates to transactions denominated in DKK, EUR, Indian rupee, SGD, or other major currencies, which relate to administrative and operating expenses as well as expenses in local currencies when vessels in our Combined Fleet are in port. We may experience currency exchange losses if we have not fully hedged our exposure to a foreign currency. Changes in exchange rates could have an adverse impact on our future performance, results of operations, cash flows and financial position.

Since January 1, 2020, the IMO requires vessels to comply with low sulphur fuel oil requirements, which imposes 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. The interpretation of “fuel oil used on board” includes use in main engines, auxiliary engines, and

boilers. Shipowners may comply with this regulation by (i) using 0.5% sulphur fuels on board, which is available around the world but may entail a higher cost due to increased market demand; (ii) installing exhaust gas cleaning systems, known as scrubbers, for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other 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, including for certain areas a limit of 0.1% sulphur content of the fuel used. The cost of compliance with these regulatory changes 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.

Scrubbers enable ships to use high sulphur fuel oil, which is less expensive than low sulphur fuel oil, in certain parts of the world. For our Hafnia Vessels and JV Vessels that have not been retrofitted with scrubbers, we are complying with current IMO standards by using compliant bunkers and fuels.

In addition to the abovementioned IMO requirements regarding sulphur contents of fuel used by vessels, 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 Hafnia Fleet. For example, the IMO has adopted a ban on the use and carriage for use of heavy fuel oil in the Arctic region applicable on and after July 1, 2023, and on July 25, 2023, the European Union Council adopted 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 (the “FuelEU Maritime Regulation”). The requirements in the FuelEU Maritime Regulation will apply from January 1, 2025 with certain rules applying from August 31, 2024. The regulation sets greenhouse gas emission intensity requirements for energy used on board certain ships trading in the EU. The regulation will apply to ships over 5,000 GT and will therefore apply to vessels in our Combined Fleet trading in the EU/EEA region. The requirements under FuelEU Maritime will apply to 100% of energy used on voyages and port calls within EU/EEA and on 50% of energy used on voyages into or out of EU/EEA and includes measures to ensure that the greenhouse gas emission intensity of fuels used by the shipping sector will gradually decrease. This regulation, 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.

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, 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 greenhouse gas 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 in relation to emission trading schemes including 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 between EU/EEA ports or to/from EU/EEA ports. The EU ETS became applicable to maritime transportation from January 1, 2024 and there are therefore still significant uncertainties relating to the best and most efficient method for owners, operators, and managers of vessels to ensure

their compliance with EU ETS. Noncompliance with the EU ETS or a failure to deal with EU ETS obligations properly and efficiently in our contractual arrangements 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 EU Allowances (EUAs) which we will have to surrender under the EU ETS. 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. It is likely that other jurisdictions will introduce further emissions taxation applicable to our industry. We cannot accurately predict the consequences of such potential future taxation; however, such taxation is likely to have a negative effect on our results of operations.

Compliance with current and future legal and regulatory requirements relating to safety and environmental impact and climate change as well as requirements relating to the speed and 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, could force us to retire older vessels earlier than expected, could lead to decreased availability of insurance coverage for environmental matters, could 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. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast and bilge waters, maintenance and inspection, elimination of tin-based paint, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. 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.

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: (i) 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, (ii) IMO’s International Convention for the Control and Management of Ships’ Ballast Water and Sediments, which requires vessels to install ballast water treatment systems, and (iii) the U.S. 2013 Vessel General Permit (“VGP”) program, the U.S. National Invasive Species Act, the U.S. Vessel Incidental Discharge Act (“VIDA”) and future U.S. standards for ballast discharges, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain additional insurance coverage. 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.

Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, 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. Additionally, pressure from governments, investors, lenders, and other market participants to voluntarily participate in ‘green’ shipping initiatives could cause us to incur significant additional expenses.

Notwithstanding the measures already taken by us to comply with applicable regulation 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 decarbonization 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. We continue to monitor and assess the potential impact of such developments on our operation 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.

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 ratification conditions for the Hong Kong Convention were met on June 26, 2023, and the Hong Kong Convention will enter into force on June 26, 2025. 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 are 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.

On November 20, 2013, the European Parliament and the Council of the EU adopted the Ship Recycling Regulation, which retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU member state may be recycled only in facilities included on the European list of permitted ship recycling facilities. According to the EU Ship Recycling Regulation, 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 ship’s structure and equipment. This inventory should be properly maintained and updated, especially after repairs, conversions or unscheduled maintenance on board the ship.

Although we have not previously recycled vessels, these regulatory requirements may impact our business and our operations in the future and may have an impact on any recycling of vessels we will perform in the future. Additionally, these requirements may require us take certain contractual steps when selling older vessels to ensure that our buyers are also in compliance with the relevant regulations. The increased requirements regarding ship recycling under the EU Ship Recycling Regulation and the Hong Kong Convention may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual recycling value of a vessel, which could potentially not cover the cost to comply with the latest requirements, which may have an adverse effect on 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.”

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures can result in the seizure of the cargo and/or vessels in our Combined Fleet, delays in loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. Under the U.S. Maritime Transportation Security Act of 2002, the U.S. Coast Guard 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. These security procedures can result in delays in the loading, offloading or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, carriers.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on 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.

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

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. Continuing war and conflicts and recent developments in Ukraine and the Middle East may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties relating to the global financial markets and the global security situation also have indirect impacts on our business, including, but not limited to, insurers having increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. These uncertainties 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. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets and any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.

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. Some of these sanctions and measures target the Russian oil sector, including a prohibition on the import of oil and refined petroleum products from Russia to the United States, United Kingdom and the European Union. We cannot foresee what other sanctions or executive orders may arise that affect the trade of petroleum products. Furthermore, the war and ensuing international response has disrupted the supply of Russian oil to the global market, and as a result, the price of oil and petroleum products has risen significantly. We cannot predict what effect the higher price of oil and petroleum products will have on demand or what the long-term impact of the war between Ukraine and Russia will be. It is possible that the current war in Ukraine could adversely affect our financial condition, results of operations, cash flows, financial position and future performance.

Governments may turn and have in the past turned to trade barriers to protect or revive their domestic industries against foreign imports. Trade barriers and other measures restricting import and export may affect the demand for shipping and uncertainties relating to trade barriers and other measures restricting import and export may adversely affect our business and financial condition and may affect our ability to obtain additional financing on terms acceptable to us or at all. In particular, in recent years, leaders in the United States and China have implemented certain increasingly protective trade measures, including tariffs, which have been somewhat mitigated by the trade deal between the United States and China in 2020. Protectionist developments, or the

perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism 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.

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 most recently 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. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea, the Gulf of Guinea off the coast of West Africa and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse effect on our business, financial condition, cash flows, and results of operations.

Recently, 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. While the disruption in the tanker segment was initially limited, the effects have increased particularly since December 2023. We continuously review the situation in the Red Sea and, as at the time of this Registration Statement, expect to direct our vessels to go around the Cape of Good Hope for as long as the disruptions to shipping in the Red Sea continue at the current level.

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 impossible 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 operation and financial condition could be adversely impacted. When the vessels in our Combined Fleet are directed to go around the Cape of Good Hope, they are employed on voyages which take up capacity. Additionally, if other vessel operators 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 operation and financial condition.

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 to long term.

Our Hafnia Vessels and JV Vessels have not in violation of applicable sanctions laws or embargo laws called 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 common shares could be adversely affected. Even though we take precautions reasonably designed to mitigate such activities, such as Enhanced Corporate 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, for example U.S. 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 needed to know 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. In particular, the ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States and the European Union against Russia. 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 Registration Statement, 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 Ukraine-Russia war 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. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products. 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. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

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

The risk related to breaches of sanctions laws and embargo laws is particularly prominent to the CTI (defined below) group of companies, as no assurance can be given that the CTI group of companies had sufficient policies and procedures in place to address this risk prior to completion of the CTI Transaction.

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. Additionally, 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. 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. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries or territories subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries or territories, or engaging in operations associated with those countries or territories pursuant to contracts with third parties that are unrelated to those countries or territories or entities controlled by their governments. Investor perception of the value of our securities may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

We and our activities are subject to both Bermuda, Singapore 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 include 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.

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. The arrest or attachment of one or more of the vessels in our Combined Fleet could interrupt our business, could 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.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. As such, claimants could try to assert “sister ship” liability against one vessel in our Combined Fleet for claims relating to another of our ships.

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.

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 utilization, charter rates we can receive for the vessels in our Combined Fleet and the resale value of our Hafnia Vessels and JV Vessels could significantly decrease. Similarly, if technologically advanced vessels are needed to comply with environmental laws, the investment in which along with the foregoing factors could have a material adverse effect on our results of operations, charter hire payments and resale value of vessels. As a result, our available cash could be adversely affected.

Over the past several years, changing weather patterns and climatic 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 in the future, 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.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are

increasingly focused on ESG practices especially as they relate to the environment health and safety, diversity, labour conditions and human rights in recent years, 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 common shares, resulting in direct or indirect material and adverse effects on our business and financial condition.

In February 2021, the Acting Chair of the Securities and Exchange Commission (the “SEC”) issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings. In March 2021, the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force’s goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and promulgated new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, the SEC proposed a second set of rules aiming to curb the practice of “greenwashing” (i.e., making unfounded claims about one’s ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies. The proposed rules are not effective as at the date of this Registration Statement.

In the EU, rules and regulations are being developed requiring companies to further report on their corporate sustainability. Among these new rules is the Corporate Sustainability Reporting Directive (“CSRD”) which entered into force on January 5, 2023 and which shall be implemented in EU member states no later than July 6, 2024. The CSRD will require 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. On July 31, 2023, the European Commission adopted the European Sustainability Reporting Standards, which must be used by all companies subject to the CSRD. The first companies will have to comply with the new reporting requirements for the financial years starting January 1, 2024 or later, i.e., in their reports published in 2025. The CSRD will apply 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. We may become subject to the requirements in the CSRD as a result of our listing in Norway if Norway, as is expected, implements legislation to align their reporting requirements with EU reporting requirements and/or as a result of our activities through our branches in EU member states. The Norwegian Ministry of Finance has announced an aim to facilitate for CSRD to take effect in Norway at the same time as in the EU, but the exact timing of the Norwegian implementation of CSRD remains to be confirmed. The implementation of CSRD in Norwegian law has not been adopted as at the date of this Registration Statement. In addition to the CSRD, on June 1, 2023, the European Parliament agreed on a position on a proposed directive on corporate sustainability due diligence (the “CSDDD”) which would require large companies to undertake due diligence on their own activities and that of their supplies and to identify and prevent, end, or mitigate any actual or potential adverse impacts of their activities on human rights and on the environment. As at the date of this Registration Statement, the CSDDD has not been formally adopted and therefore we cannot assess at this time what, if any, impact this directive will have on our business. Furthermore, we are subject to the EU Taxonomy Regulation which entered into force on July 12, 2020 and which has also been implemented in Norway where we are listed. We expect the EU Taxonomy Regulation will impact us from 2025.

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 SEC and EU 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. 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. Members of the investment community are also increasing their focus on ESG disclosures, including disclosures related to greenhouse gases 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. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

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 decarbonization. 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.

Finally, certain organizations 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.

We are subject to the risk of labour disputes and adverse employee relations, which could disrupt our business operations and adversely affect our business, financial condition and results of operations. As at December 31, 2023, we had • employees across the world. The majority of our seagoing staff is represented by labour unions under collective bargaining agreements in their home countries, which include several jurisdictions. Future labour disputes and/or adverse employee relations may materially affect our operations and reputation. From time to time, we have to negotiate new collective bargaining agreements or renew existing collective bargaining agreements. 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.

Further, we believe we are in compliance with the International Maritime Labour Convention (“MLC”) regarding seagoing staff, but, given the relative recency of the binding nature of the MLC, the uncertainty around interpretation of the MLC and the local legislation that enacts it in various countries, there are risks associated with ensuring that we are in proper compliance with the MLC. 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 operation and reputation.

The operation of the vessels in our Combined Fleet is affected by the requirements in 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 setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.

The hull and machinery of every commercial vessel must be classed by a classification society authorised by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS. All our Hafnia Vessels and JV Vessels have been awarded an International Safety Management certification under the ISM Code.

Failure to comply with the ISM Code, including if any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, dependent on the nature and severity of the noncompliance, may result in the noncompliant vessel facing restrictions in trading or being required to be off-hire while the issues are remedied, may subject us to increased liability, may invalidate existing insurance or decrease available insurance coverage for affected vessels and may result in a denial of access to, or detention in, certain ports. Any of such events could materially and adversely 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.

The U.S. Coast Guard and European Union authorities enforce compliance with the ISM Code and International Ship and Port Facility Security Code (the “ISPS Code”) and prohibit noncompliant vessels from trading in U.S. and European Union ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position. Additionally, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations. If we fail to obtain such permits, licenses, certificates and financial assurances, our business, future performance, results of operations, cash flows and financial position may be adversely affected.

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. It is impossible for us to 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.

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 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 directive. This directive, when implemented in the European Union member states, which shall occur before October 17, 2024, may have an impact on our business and may require us to incur additional expenses and take measures in order to cybersecurity and if we are not in compliance with applicable rules, we may be subject to penalties for noncompliance.

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.

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 has recently resulted in missile attacks on commercial vessels in the Black 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. Epidemics and other public health incidents may also lead to crew member illness, which can disrupt the operations of the vessels in our Combined Fleet, or to public health measures, which may prevent the vessels in our Combined Fleet from calling on ports or discharging cargo in the affected areas or in other locations after having visited the affected areas. In addition, the operation of tankers has unique operational risks associated with the transportation of oil and chemicals. An oil spill or a chemical spill 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.

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. Chemical and product tankers are complex vessels and their operation is technically challenging, meaning that our operations are subject to a variety of risks and problems such as damage to vessels and mechanical failure, including as a result of the inherent risks associated with ocean-going vessels as highlighted above.

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 will 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, e.g., 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.

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 optimization of operational performance, risk management, drydocking and regulatory changes. Regardless, the risks presented could materially and adversely affect our result of operations and business.

If vessels in our Combined Fleet suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may for Hafnia Vessels and JV Vessels have to pay drydocking costs that our insurance does not cover in full. The loss of revenues while vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking

facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our Hafnia Vessels or JV Vessels may be forced to travel to a drydocking facility that is not conveniently located to the vessel’s positions. 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. Further, the total loss of any of the Vessels in our Combined Fleet could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard the vessels in our Combined Fleet, we may be unable to prevent any such damage, costs, or loss which could negatively impact our business, financial condition, results of operations and available cash.

There is a risk that the newbuilds we have ordered could be subject to cost overruns or delays. We have through the joint venture with Société d’Armement et de Transports SAS (Socatra) (“Socatra”) in Ecomar Shipholding SAS (such joint venture, the “Ecomar Joint Venture”) contracted to take delivery of four dual-fuel MR newbuilds in 2025 and 2026 from Guangzhou Shipbuilding International Company Limited. We may order additional newbuilds in the future from Chinese shipyards or shipyards in other countries.

Any problems that may affect China in general or the shipyard specifically could lead to delays or cost overruns for all four newbuilds we have ordered and not yet taken delivery of. The COVID-19 pandemic has since its breakout in early 2020 impacted China and the global supply chain significantly, and any reemergence or resurgence of COVID-19 may impact the delivery of the four newbuilds we have ordered from GSI. Delayed delivery of the newbuilds would delay receipt of revenue on those vessels and may trigger payments of liquidated damages under any charters the Ecomar Joint Venture has entered into for these vessels, which may have an impact on our financial condition and operating results.

Generally, timely delivery of any newbuilds we may acquire in the future is subject to our counterparties meeting their obligations. We are therefore exposed to the risk of failure, cost overruns, delayed delivery, technical problems, quality or engineering problems and other counterparty risks. A number of shipping construction companies have reportedly been experiencing financial challenges. Any such financial challenges may affect operations and the timely delivery of newbuilds. Furthermore, a cancellation due to financial difficulties or bankruptcy of the yard could imply that pre-delivery instalments are not recovered or are recovered only after long arbitrations that can last occasionally several years. We take measures to supervise the quality of the work completed at the yard where our newbuilds are being constructed. Generally, we will obtain refund guarantees for the pre-delivery instalments as security for pre-delivery instalment payments paid. However, we can provide no assurance that these, or any other measures we may take, will fully mitigate these risks, and any 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 may result in significant losses for us which could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Part of our strategy is to grow our Hafnia Fleet through acquisitions and newbuilds. However, we already operate a significant chemical and product tanker fleet in the Pools which, as at December 31, 2023, constituted approximately [6.1%] of the existing global chemical and product tanker fleet in terms of deadweight tonnage. Any expansion involving acquisitions of all or part of other companies’ product tanker fleets or joint venture or pooling agreements will need to comply with anti-trust and competition rules and regulations in various jurisdictions in which we operate. This could require filing for clearances and approvals which may not be forthcoming, involve lengthy delays, and might result in a transaction being prohibited or permitted with conditions that may or may not be acceptable. There can therefore be no assurances that any such transactions will be approved or consummated, and this may hinder expansion plans growth opportunities or result in monetary and other penalties from regulatory authorities.

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.

Additionally, we may in the future experience difficulties in employing technically skilled officers on Hafnia Vessels and JV Vessels under internal technical management. 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 officers with respect to both service time and shipping sector experience. The demand for technically skilled officers has increased, leading to a shortage of such personnel. Uncertainties associated with COVID-19 or other epidemics or pandemics and travel restrictions may also impact the availability of technically skilled officers. 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 and thus, materially and adversely affect our business, financial condition and operating results. In addition, we employ staff and vessel crews in a number of countries, all of which are covered by international rules of employment. Changes are made on an ongoing basis to international and national rules of employment and this may have a material impact on or 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.

We have and may continue to grow by expanding our operations and adding to our Hafnia Fleet. Any future growth will primarily 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 tankers or businesses. Furthermore, the number of employees that perform services for us and our current operating and financial systems may not be adequate if we expand the size of our Hafnia Fleet, 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 amortization payments), or entry into other financing arrangements which could, among other things, reduce our available cash. If any such events occur, our business, 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.

Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. The expansion of our Hafnia Fleet may impose significant additional responsibilities on our management and staff, and the management and staff of our commercial and technical managers, and may necessitate that we, and they, increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.

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 the date of this Registration Statement, we have 25 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. As at December 31, 2023, we have 23 Hafnia Vessels, JV Vessels (including five 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, 2023, 93 out of our 105 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 conflict between Israel and Hamas, supply and demand for oil and gas, 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.

Additionally, the entry into force of the 0.5% global sulphur cap in marine fuels used by vessels that are not equipped with sulphur oxide exhaust gas cleaning systems (“scrubbers”) or that are trading in regions where the use of scrubbers is not permitted under the MARPOL Annex VI may lead to changes in the production quantities and prices of different grades of marine fuel and introduces 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. Bunkers and other fuel sources may become much more expensive in the future and we may not be able to fully recover this increased cost through our charter rates. Recently, the spread between the price of high sulphur fuel and low sulphur fuel has widened and if this widening continues, the economic viability of our older Hafnia Vessels may be reduced and the useful lives of the vessels in our Combined Fleet may be reduced. Moreover, if fuel prices in general become much more expensive in the future, it may adversely affect the competitiveness of our business compared to other forms of transportation and may reduce our results of operations and adversely affect our financial condition.

Recently, our operating expenses and voyage expenses have also been influenced by rising inflation as inflation has accelerated 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 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 common shares.

Our ability to operate our business and service our customers is dependent on the continued operation of our information technology, or 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 publicizing, 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 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, can provide absolute security against compromise.

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, cyber attacks 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.

We have a significant chemical and product tanker fleet. The value of these chemical and product tankers and the charter rates we are able to achieve for these vessels 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 fair market values of our Hafnia Vessels and JV Vessels have generally experienced high volatility. The fair market values for tankers declined significantly from historically high levels reached in 2008 and remained at relatively low levels through 2021 and significantly improved in 2022. 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.

The sale price of our Hafnia Vessels may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognised, ultimately leading to a reduction in earnings. Furthermore, if vessel values fall significantly, this could indicate a decrease in the recoverable amount for the vessel which may result in an impairment adjustment in our financial statements, which could adversely affect our financial results and condition. 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. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates, earnings from the vessels and discount rates. All of these items have been historically volatile.

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, 2023, 2022 and 2021. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Our Fleet – Illustrative comparison of excess of carrying value” for information on the carrying value of our vessels. We recorded an aggregate gain/(loss) of $• million, $23.39 million and $(4.94) million as a result of the sales of vessels for the years ended December 31, 2023, 2022 and 2021 respectively. See Notes 2 and 9 of our Consolidated Financial Statements included in Item 17 of this Registration Statement.

We cannot assure you that we will not recognise impairment losses in future years. Any impairment charges incurred as a result of further declines in charter rates could negatively affect our business, financial condition, operating results or the trading price of our securities.

Additionally, if the fair market values of our Hafnia Vessels decline, it could restrict the amount of funds we can borrow or we may not be in compliance with certain financial covenants contained in our current or future credit facilities, which may result in an event of default. 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. The prepayment of certain credit facilities may be necessary to cause us to maintain compliance with certain covenants if the value of the vessels fall below certain levels. If we are not able to comply with the covenants in our secured credit facilities, and are unable to remedy the relevant breach,

our lenders could accelerate our debt and foreclose on our Hafnia Vessels. Additionally, 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.

From time to time, 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 our core business in the short, medium and/or long term or which may develop our core business in the 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, e.g., the development of a product, service and/or production facility. These underlying projects may be delayed or may fail entirely.

Where we have made such investments, we are not the sole investors and the companies in which we have invested may be controlled by other persons or companies with whom we are not affiliated. We are subject to counterparty risks in relation to these investments and we may lose some or all of our investments if our counterparties in these alternative investments do not have the same plans as us.

Competition for the transportation of oil 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 the 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.

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. Any unexpected drydocks would negatively affect our vessel utilization and increase our operating costs. The cost of drydocking a vessel depends on several factors, including the size 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 modernization of the vessel such as the installation of exhaust gas cleaning systems (scrubbers) or ballast water treatment systems.

Generally, the cost of maintaining a vessel in good operating condition increases with the age of the vessel and as our Hafnia Fleet ages, we will also incur increased operating costs and capital expenditures to keep our

older Hafnia Vessels and JV Vessels desirable to customers. We cannot assure you that, as our Hafnia Vessels and JV Vessels age, market conditions will justify those 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. However, in recent years we have seen an escalating number of measures that have required and will continue to require extensive capital expenditures and increased operating costs, in particular for our older Hafnia Vessels. These measures include, but are not limited to, several new regulatory requirements e.g., ballast water treatment systems and new bunker requirements relating to IMO 2020.

We may be required to effect extraordinary maintenance in addition to the ordinary maintenance of our Hafnia Vessels and JV Vessels including modernization necessary to maintain or increase the operating capacity of the vessels, and we may be required to make significant capital expenditures to modernise our Hafnia Vessels and JV Vessels and ensure their compliance with regulatory requirements. Recently, we have had significant capital expenditures relating to the installation of ballast water treatment systems and we may in the future be required to make additional capital expenditures to ensure that our Hafnia Fleet complies with regulatory requirements. As a result, regulations and standards could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.

Increased capital expenditures and operating costs may materially and adversely affect our business and results of operations, financial condition, cash flows and ability to pay dividends.

We have in the past 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 normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Additionally, we will generally not receive the benefit of warranties from the shipyard for the second-hand vessels that we acquire. A second-hand vessel may also have conditions or defects that we were not aware of when we bought the vessel and which may require us to incur costly repairs to the vessel, including repairs to be conducted while the vessel is in drydock.

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. Our cash flows and revenue are dependent on the income earned by the chartering of the vessels in our Hafnia Fleet and if we do not set aside funds or are unable to borrow or raise funds, including through equity issuances, for vessel replacement, we will be unable to replace the vessels in our Hafnia Fleet upon the expiration of their remaining useful lives. If we are unable to replace the vessels in our Hafnia Fleet at the end of their useful lives, our business, results of operations, financial condition, and available cash per share would be adversely affected. Any funds set aside for vessel replacement will reduce available cash.

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. Additionally, we may seek to strategically divest vessels to renew our Hafnia Fleet or to otherwise support our business strategy and our business. Our business is greatly influenced by the timing of investments and/or divestments and contracting of newbuilds. 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 contract for the acquisition of newbuilds or second-hand vessels and we are unable to fulfil our obligations under any memorandum of agreement or shipbuilding contracts for any current or future vessel acquisitions, the sellers of such vessels may be permitted to terminate such contracts and we may forfeit all or a portion of the down payments we have already made under such contracts, and we may be sued for, among other things, any outstanding balances we are obligated to pay and other damages.

The market prices of second-hand vessels fluctuate due to several factors, including changes in charter rates and the cost of newbuild vessels, and if we sell any Hafnia Vessels we have acquired as newbuilds or second-hand vessels, the sales prices may not equal and could be less than their carrying values at that time.

If we do not generate or reserve enough cash from operations to pay for our capital expenditures such as for the maintenance and modernization 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. If we are unable to fund our obligations or to secure financing, it would have a material adverse effect on our results of operations, competitive position, future performance, results of operations, cash flows and financial position.

We have entered into, and may enter into in the future, various contracts that are material to the operation of our business, including, without limitation, charter and pooling agreements relating to the employment of the vessels in our Combined Fleet, newbuild contracts, debt and lease financing facilities, technical management agreements, joint venture agreements, and other agreements. Such agreements subject 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 a number of factors that are beyond our control and may include, among other things, general economic or political conditions, the condition of the maritime and offshore industries, and the overall financial condition of the counterparty. Although we assess the creditworthiness of our counterparties, a prolonged period of difficult industry conditions could lead to changes in a counterparty’s liquidity and increase our exposure to credit risks and bad debts. Should a counterparty fail to honour its obligations under any such contract or attempt to renegotiate our agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends to holders of our common shares in the amounts anticipated or at all and our compliance with covenants in our secured loan agreements.

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 the governance of our joint ventures and the companies in which we have invested. Should a counterparty fail to honour its obligations, it may have a material adverse effect on our business, financial condition, reputation, results of operation 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 be able to 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 contracts. Furthermore, it is possible that parties with whom we have charter contracts may be impacted by events in Russia and Ukraine or the resulting sanctions. Additionally, there is a risk that our charterers cannot pay us in accordance with our agreement. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, it may be difficult to secure substitute employment for the vessel, and any new charter arrangements we secure in the spot market or on time charters may be at lower rates. As a result, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends on our common shares and interest on our debt securities and comply with covenants in our credit facilities.

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 should they become insolvent, we may be liable for the claims relating to the Pool Vessels. Such claim could have a material adverse effect on our business, financial condition, results of operation and cash flows.

As at December 31, 2023, 59 of our 117 Hafnia Vessels and JV Vessels are under technical management with third-party technical managing companies. Technical managers are generally responsible for crewing, maintenance and repair services for the vessels they technically manage and their ability to render the agreed services may be dependent in part on their financial strength. As described above, the financial condition of our counterparties may be impacted due to circumstances outside our control. Because our third-party technical managers are privately held companies, we might have little advance warning of financial or other problems affecting them and if they are unable to provide the technical management services we have contracted for, we may have delays in operating our Hafnia Vessels and JV

Vessels. The failure of these technical managers to perform their obligations could have a material adverse effect on our business, financial condition, cash flows and results of operations. Although we may have rights against our third-party managers 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.

Additionally, 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 and a loss of any of these relationships could materially and negatively affect our business and our operations, including our ability to retain and service our customers. We are not certain that we can maintain and expand our existing relationships with local shipping agents, port, and terminal operators and other third parties operating in ports where our customers ship and unload their products or that we will be able to enter into new relationships on commercially reasonable terms, or at all. If we cannot maintain our relationships with these parties or cannot establish new relationships, we may lose customers or experience delays or slowdowns in the ports in which we operate which could result in a loss of revenue or inability to execute our contracts in a timely manner and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Inherent in the operation of any ocean-going vessel is a potential risk of major losses and liabilities, including, but not limited to, death or injury to persons, property damage, loss of property, environmental damage, and pollution risk stemming from the transportation of oil cargo by sea and use of hydrocarbon fuel to power vessels, business interruptions due to political unrest, hostilities, labour strikes and boycotts. Various casualties, accidents and other incidents, including an oil spill or emission of other environmentally hazardous agents from a vessel, may occur in the course of the operation of the vessels in our Combined Fleet and may be caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. Any of such events could result in significant financial losses and liabilities for us. An accident involving any of the vessels in our Combined Fleet 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.

We carry insurance to protect us against the majority of the accident-related risks involved in the conduct of our business, including ‘hull and machinery’ insurance and ‘protection and indemnity’ insurance. However, incidents may occur where we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain actions, such as failing to maintain certification of the vessels in our Hafnia Fleet with applicable maritime regulatory organizations. Furthermore, insurance costs may increase as a consequence of unforeseen incidents or other events beyond our control. In addition, in the future, particularly in adverse market conditions, it may not be possible to procure adequate insurance coverage or only on commercially unacceptable terms. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows, financial condition, future performance, and our available cash. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

Changes in the insurance markets attributable to terrorist attacks or other significant events, such as war, may also make certain types of insurance more difficult for us to obtain due to increased premiums or may lead to insurers only offering reduced or restricted coverage for losses caused by certain acts generally.

We may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. In

addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to 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.

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, the Bermuda Bribery Act 2016 (“Bermuda Bribery Act”), and the Singapore Prevention of Corruption Act 1960 (“PCA”). We may also be subject to other anti-corruption and anti-bribery regulations that apply in countries where we do business and additionally we may be required to comply with anti-corruption and anti-bribery regulations under our contractual arrangements, particularly financing agreements. We as well as our customers, suppliers and commercial partners operate in a number of jurisdictions where there is a risk of potential violations of the anti-corruption and anti-bribery laws and 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, Bermuda 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. The risk is particularly prominent to the CTI group of companies, as no assurance can be given that the CTI group of companies had sufficient policies and procedures in place to address this risk prior to completion of the CTI Transaction.

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.

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.

Our current financial and operating systems may not be adequate as we from time to time expand the size of our Hafnia Fleet, and our attempts to improve those systems may be ineffective. If our current financial and operating systems infrastructure is unable to manage the additional volume of our operations as our business grows, our operating efficiency could decline. If we fail to hire and retain qualified personnel to implement, protect and maintain our financial and operating systems or if we fail to upgrade our systems to meet our customers’ demands we may experience a disruption in operations and damage to our reputation, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

In addition, as we expand our Hafnia Fleet, we or our third-party technical managers may have to recruit suitable additional seafarers offshore-based administrative and management personnel. We cannot assure you that we or our third-party technical managers will be able to continue to hire suitable employees as we expand our Hafnia Fleet.

Data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data privacy practices. Complying with these various laws is difficult and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

For example, in Singapore, the Personal Data Protection Act 2012 of Singapore (“PDPA”) generally requires organizations to provide notification and obtain consents prior to collection, use or disclosure of personal data, and to provide individuals with the right to access and correct their own personal data. Personal data refers to data, whether true or not, about an individual who can be identified from that data or other accessible information. Organizations have mandatory obligations to assess data breaches they suffer, and to notify the Personal Data Protection Commission and where applicable, the relevant individuals if the data breach is (or is likely to be) of a significant scale or resulting in (or is likely to result in) significant harm to individuals. Other obligations include accountability, protection, retention, and requirements around the overseas transfers of personal data.

In Europe, the European Union adopted the General Data Privacy Regulation (“GDPR”), a comprehensive legal framework to govern data collection, use and sharing and related consumer privacy rights, which took effect in May 2018. The GDPR includes significant penalties for noncompliance, including fines up to the higher of 20 million Euros and/or 4% of global annual revenue. European regulators have issued numerous fines pursuant to the GDPR. In the United Kingdom, Brexit has created uncertainty with regard to the regulation of data protection. In particular, while the Data Protection Act of 2018, which implements and complements the GDPR, is now effective in the United Kingdom, the relationship between the United Kingdom and the European Union in relation to certain aspects of data protection law remains unclear, and it is unclear how U.K. data protection laws and regulations will develop in the medium to longer term, including how data transfers to and from the United Kingdom will be regulated in the long term. Any changes to these laws may require us to modify our data processing practices and policies and to incur substantial costs and expenses to comply. Within the last five years, we have experienced one data breach which we have reported to the Danish Data Protection Authority. We have not experienced any consequences as a result of the breach. We may in the future experience data breaches which may have an adverse impact on our operations, business, results of operations and reputation.

An additional area of regulatory complexity concerns the restrictions on transfers of personal data from certain countries to others. For example, in July 2020 the Court of Justice of the European Union invalidated the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, calling into question data transfers carried out under the European Commission’s Standard Contractual Clauses, which has created challenges for our transfer of personal data from the EEA, EU, and/or Switzerland to Singapore and other countries with “inadequate data protection.” On July 10, 2023, the European Commission adopted an adequacy decision for the EU-U.S. Data Privacy Framework allowing personal data to flow freely from the European Union to companies in the United States that participate in the Data Privacy Framework, i.e., certain U.S. companies who have certified their participation in the EU-U.S. Data Privacy Framework by committing to comply with a detailed set of privacy obligations. The recent EU-U.S. adequacy decision may be subject to challenge in the future. Any transfers by us or our vendors of personal data are subject to potential regulatory scrutiny and may increase our exposure under the GDPR and similar laws which contain cross-border personal data transfer heightened requirements and restrictions. Any changes in the GDPR or other 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.

In addition to government activity, privacy advocacy and other industry groups have established and may continue to establish new self-regulatory standards that may place additional burdens on us. Our failure to adhere to or successfully implement processes in response to changing regulatory and self-regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition, and results of operations.

We rely to a great extent on revenue generated from our Hafnia Vessels and TC Vessels that operate in the maritime transportation business of oil, oil products and light chemicals. Our lack of diversification makes us vulnerable to adverse developments in the international oil and oil product shipping industry, which would have a significantly greater impact on our business, financial condition and operating results than it would if we maintained a more diverse business. An expansion in renewable energy capacity could for instance impact the maritime transportation business of oil and oil products both on a local and global level, and thus materially 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 utilization. Under the Pool Agreements (defined below), the earnings allocated to pool vessels 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.

We are a holding company and our subsidiaries (wholly-owned and partially-owned directly or indirectly by us) 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 and if our subsidiaries are not able to generate profits, we may be unable to pay our creditors or pay dividends to our shareholders.

We have a high customer concentration, where our top five customers represent a significant percentage of our revenue. For the year ended December 31, 2023, revenue from our top five customers (by group) represented •% of our total revenue. • of our customers (by group) represented 10% or more of our revenues for the year

ended December 31, 2023. • individual legal entity represented 10% or more of our revenues for the year ended December 31, 2023. 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.

Hafnia was created in early 2019 by way of a merger between former BW Tankers Limited (“BW Tankers”) and former Hafnia Tankers Limited (“Hafnia Tankers”). On January 27, 2022, we acquired the CTI Fleet through the acquisition of the Chemical Tankers Inc. group of companies and significantly expanded our operations. Our history and development as well as our acquisition of the CTI Fleet is further described in “Item 4. Information on the Company – A. History and Development of the Company.”

As a consequence of the recency of the completion of the CTI Transaction, we have a limited operating history following the CTI Transaction. Our lack of operating history as a combined group makes it difficult to assess the historical performance and outlook for future revenues and other operating results across the different segments in which we operate. See “Item 5. Operating and Financial Review and Prospects” for more information about historical financial information included in this Registration Statement. The financial information included in this Registration Statement does not necessarily reflect the actual results of operations, financial position and cash flows that we may have had if we had been a combined group during the periods presented. Similarly, our historical financial information may not be indicative of our future results of operations and future financial position.

Certain of our major shareholders may have interests that are different from, or are in addition to, our interests and/or the interests of our other shareholders. BW Group Limited (“BW Group”), a company owned by corporate interests associated with the Sohmen family, is currently a major shareholder holding just under 50% of the shares in Hafnia Limited as further described in “Item 7. Major Common Shareholders and Related Party Transactions – A. Major Common Shareholders.” Certain members of our Board of Directors and certain members of our committees are associated with BW Group, employed by BW Group and/or hold positions on the board of directors or 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 common shares, they will be able to significantly 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, for so long as such shareholders continue to own a significant percentage of our common 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 common shares as part of a sale of our company and ultimately might affect the market price of our common shares. Such shareholders and their 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 interests’ 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.

As at the date of this Registration Statement, none of our shareholders (individually or as a group) own 50% or more the voting power for the election of our directors. Therefore, we do not qualify as a “controlled

company” under the NYSE Listing Standards and are not eligible to take advantage of the controlled company exemption to opt out of certain corporate governance requirements.

We are incorporated under the laws of Bermuda. The rights of holders of our shares are governed by Bermuda law, including the provisions of the Bermuda Companies Act and by our articles of association. 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 “Item 10. Additional Information – A. Share Capital” and “Item 10. Additional Information – B. Memorandum of Association and Bye-laws.”

The Bye-laws of Hafnia Limited (our or the “Bye-laws”) 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 provide for:

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.

We are currently an exempted company incorporated in Bermuda and, following the Redomiciliation, we will be a corporation incorporated in Singapore. As a result, the rights of holders of our common shares will be governed by Bermuda law and the Memorandum of Association of Hafnia Limited (the “Memorandum of Association”) and Bye-laws and following the Redomiciliation will be governed by Singapore law and our new Constitution. The rights of shareholders under Bermuda law and from the Redomiciliation under Singapore law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Our directors and officers and certain of the experts named in this Registration Statement are located outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers, and experts are located outside of 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 in 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 doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

The United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, may not be allowed in Bermuda courts as contrary to that jurisdiction’s public policy. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries other than the United States.

The United States and Singapore do not currently have a treaty providing for the 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 or elsewhere may be unenforceable in Singapore. In respect of civil liability provisions of the United States federal and state securities laws that permit punitive damages against us and our Directors or executive officers, the Singapore courts generally do not recognize or enforce such judgments to the extent that they are punitive or penal.

We are incorporated under the laws of Bermuda and upon the completion of our Redomiciliation we will become a Singapore incorporated company. 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, reorganization 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 Bye-laws contain an exclusive jurisdiction provision which designates the Supreme Court of Bermuda as the exclusive forum for any disputes arising concerning the Bermuda Companies Act and/or the Bye-laws, including any question regarding the existence and scope of any Bye-law and/or whether there has been a breach of the Bermuda Companies Act or the Bye-laws 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.

After the Redomiciliation, if approved by our shareholders, our Constitution will contain an exclusive jurisdiction provision which will designate 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 will further provide 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.

We believe that the exclusive jurisdiction provision in our Bye-laws or, if the Redomiciliation is approved, in our Constitution, as applicable, benefits us by providing increased consistency in the application the Securities Act and Exchange Act in the United States federal court and increased consistency in the application of Bermuda law or Singapore law, as applicable, 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 and bye-laws has been challenged in legal proceedings. There is a risk that a court could find the exclusive jurisdiction provision in our bye-laws (or our Constitution, as applicable) 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 Bye-laws or Constitution, as applicable. If the exclusive jurisdiction provision in our Bye-laws or Constitution, as applicable, is set aside, we may incur additional costs associated with resolving such action in other jurisdictions than the jurisdictions set out in the exclusive jurisdiction provision, which could adversely affect our business, financial condition and results of operation.

Our Bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.

We may face liquidity issues if poor market conditions in the chemical and product tanker market return 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, meet certain emissions requirements imposed by regulators with jurisdiction over our operations, 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, customer requirements or otherwise.

In order to fund future capital expenditures, 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:

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. If we raise additional funds by issuance of equity or equity-linked securities, our shareholders may experience dilution or reduced distributions. 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, it could limit

our ability to continue to operate some or all of the vessels in our Hafnia Fleet, 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 and results of operations. Even if we can obtain funds in the future, the terms of such financing agreements may limit our ability to pay dividends. Additionally, our inability to obtain additional funds on acceptable terms or at all may cause the price of our common shares to decline.

Our main financing arrangements are mostly (i) secured fleet financing, and to a lesser extent (ii) financing leases (sale and lease-back arrangements), working capital, and unsecured credit facilities. As at December 31, 2023, 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 $• million and cash and cash equivalents (excluding cash retained in the commercial pools and restricted cash) of $• 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. Our level of debt from time to time could have important consequences for us, including, but not limited to:

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.

Additionally, a default under any indebtedness or other financial agreement by a subsidiary may constitute an event of default under borrowing arrangements pursuant to cross-default provisions. Our inability to service and repay our debt upon maturity could have a material adverse effect on our future performance, results of operations and financial condition.

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:

Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours and we may not be able to obtain our lenders’ permission when needed. This may limit our ability to pay dividends to our shareholders if we determine to do so in the future, finance our future operations or capital requirements, make acquisitions, or pursue business opportunities.

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 amount of equity, (iv) specified levels of collateral coverage, and (v) specific maximum ratios of net debt to total assets or total capitalization. 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.

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 common 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. 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.

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 Registration Statement, we were in compliance with the financial covenants contained in our credit facilities.

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.

BW Group (our major shareholder which is controlled by Sohmen family interests) is not restricted by us from selling its shares, and there can be no assurance that it will retain its holdings in us. We can give no assurance that BW Group will continue to hold a significant interest in us. Any mandatory prepayment as a result of 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.

Our use of derivative instruments such as freight forward agreements (“FFA”), bunker hedging agreements, and interest rate hedging contracts, could result in losses. The FFA instruments 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. From time to time, we may choose to take a long freight position via the FFA market. Similarly, we have the means of entering into bunker hedging agreements, in order 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, are entered into with the existing 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 authorization manual, approved by our Board of Directors, and these financial products are managed in accordance with our internal financing and risk management policies. However, if we take positions in FFAs, bunker hedging agreements or interest rate hedging contracts, 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.

Pursuant to the Economic Substance Act 2018 (as amended) of Bermuda (the “ES Act”) that came into force on January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda (“non-resident entity”) that carries on as a business any one or more of the “relevant activities” referred to in the ES Act must comply with economic substance requirements. The ES Act may require in-scope Bermuda entities which are engaged in such “relevant activities” to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda or perform core income-generating activities in Bermuda. The list of “relevant activities” includes carrying on any one or more of: banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service

centre, intellectual property and holding entities. We and several of our Bermuda subsidiaries are carrying on relevant activities for the purposes of the ES Act and are required to comply with such economic substance requirements. Our compliance with the ES Act may result in additional costs that could adversely affect our financial condition or results of operations.

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 operation may be negatively affected.

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 understanding of applicable tax laws was incorrect, 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.

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 tax exemptions. 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.

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 characterization 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 common shares, as if the excess distribution or gain had been recognised rateably over the shareholder’s holding period of our common 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.

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 common shares (“5% Shareholders”) owned, in the aggregate, 50% or more of our outstanding common 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 common 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.

The OECD has published a framework for taxation that in many respects is different than long-standing international tax principles. This framework and proposed changes could redefine what income is taxed in which country and institute a 15 percent global minimum tax in 2024 or later years. In August 2023 the Bermuda government opened a series of consultations on proposals to introduce a 15 percent corporate minimum tax, intended to be effective on or after January 1, 2025, applicable to Bermuda businesses that are part of multinational enterprise groups with annual revenue of at least EUR 750 million for at least two of the last four years. The enactment of these reforms is very uncertain at this time, but if enacted could cause uncertainties to and increases in the Company’s income taxes.

Several multilateral organizations, including the EU and the OECD have, in recent years, expressed concern about some countries not participating in adequate tax information exchange arrangements and have threatened those that do not agree to cooperate with punitive sanctions by member countries. It is still unclear what these sanctions might be, which countries might adopt them, and when or if they might be imposed. However, the Company cannot assure that the Tax Information Exchange Agreements that have been entered into by Bermuda will be sufficient to preclude all of the sanctions described above, which, if ultimately adopted, could adversely affect the Company or its shareholders.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. In response to the OECD Pillar Two initiative, the Bermuda Ministry of Finance has published three public consultation papers (“Public Consultations”) on the proposed implementation of a new Bermuda corporate income tax regime, which is similar in scope to the OECD Pillar Two Model Rules in so far as it would apply to Bermuda constituent entities of multi-national groups that have in excess of EUR 750 million revenue for at least two of the last four financial years. The second and third Public Consultation documents from the Bermuda Ministry of Finance advise that any Bermuda corporate income tax would include provisions which parallel those in the OECD Pillar Two Model Rules to exclude international shipping income and qualified ancillary shipping income from taxable income. The Public Consultation documents indicate that any Bermuda corporate income tax would not become effective until tax years beginning on or after January 1, 2025. Accordingly, the impact of any enactment by the Bermuda government of a corporate income tax on our results and operations is at present unclear, but it may lead to an increase in our tax liabilities from 2025 onwards; however, this risk is mitigated by our plans to re-domicile our Bermuda entities to Singapore in 2024.

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 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.

We are a Bermuda company and, following the Redomiciliation, will be a Singapore corporation. A majority of our subsidiaries are Singapore entities; however, certain of our subsidiaries are as at the date of this

Registration Statement 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. Jurisdictions in which we operate could be put on the blacklist in the future.

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. In addition, the COVID-19 pandemic has caused broad stock market and industry fluctuations. 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, investors may experience substantial losses on their investment in our common shares. The market price for our common 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 common shares:

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 common shares regardless of our operating performance and may be inconsistent with any

improvements or reduction in actual or expected operating performance, financial conditions or other indicators of value. Since the price of our common shares has fluctuated in the past, has been volatile and may be volatile in the future, investors in our common shares could incur substantial losses. In the past, 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.

We are thus unable to predict when such instances of trading volatility will occur or how long such dynamics may last. Therefore, we cannot assure you that you will be able to sell any of our common 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 common shares at all.

Our common shares will be listed on each of NYSE and Oslo Børs. Trading in our common shares therefore will take place in difference 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 common shares on these two markets may differ as a result of these or other factors. Any decrease in the price of our common shares on either of these markets could cause a decrease in the trading prices of our common shares on the other market.

Our common shares are, and any cash dividends or other distributions to be declared in respect of them, if any, will be denominated in U.S. dollars. Shareholders whose principal currency is not the U.S. dollar will be exposed to foreign currency exchange rate risk. Any depreciation of the U.S. dollar in relation to such foreign currency will reduce the value of such shareholders’ common shares and any appreciation of the U.S. dollar in relation to such foreign currency will increase the value in foreign currency terms. In addition, we may not offer our shareholders the option to elect to receive dividends, if any, in any other currency. For shareholders trading our common shares through Oslo Børs, any future dividends will be distributed in NOK through Euronext Securities Oslo (the “VPS”). Consequently, shareholders may be required to arrange their own foreign currency exchange, either through a brokerage house or otherwise, which could incur additional commissions or expenses.

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. We advise you to consult your advisors regarding the tax consequences of dividends or other distributions made by us or of 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.

Currently, there is no withholding tax on dividends in Bermuda. Additionally, there is currently no withholding tax on dividends in Singapore, which will be our jurisdiction of incorporation following the Redomiciliation. We cannot assure you that withholding taxes will not be implemented in the future in the jurisdiction in which we are incorporated at the time. If withholding taxes are implemented on dividends or other

distributions in the country in which we are incorporated, 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 the country of our incorporation. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Our common shares currently trade on Oslo Børs and over the counter in the United States on the OTCQX market. There is therefore no established market for our common shares in the United States. Although we intend to list our common shares on the NYSE, an active, liquid, and orderly trading market for our common shares may never develop, or if one develops, it may not be sustained following this listing. Accordingly, no assurance can be given as to the following:

If an active market does not develop or is not sustained, the market price of our common shares may decline, and you may not be able to sell your shares of our common shares. Even if an active trading market develops for our common shares subsequent to this listing, the market price of our common shares may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common shares.

Furthermore, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common shares could fluctuate based upon factors that have little or nothing to do with our operations, and these fluctuations could materially reduce the price of our common shares and materially affect the value of your investment in our common shares.

As a public company listed in both Norway and the United States, we will need to comply with new requirements under a number of laws and regulations, including the Securities Exchange Act of 1943, 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, which we were not required to comply with previously. Complying with these statutes, regulations and requirements will absorb a significant amount of time of our Board of Directors and management and will significantly increase our costs and expenses. We may need to:

The changes necessitated by becoming a public company in the United States require a significant commitment of resources and management oversight that has increased, and may continue to increase, our costs and might place a strain on our systems and resources. 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. Such costs could have a material adverse effect on our business, financial condition, and results of operations.

Section 404 of Sarbanes-Oxley 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 intend 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 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 public company on a timely and reliable basis.

Additionally, the SEC recently proposed new rules relating to the climate and ESG-related disclosures in companies’ annual reports and registration statements. The proposed rules would add extensive and prescriptive disclosure items requiring companies, including foreign private issuers, to disclose climate-related risks and greenhouse gas (“GHG”) emissions. In addition, the proposed rules would require the inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements. We are currently assessing this rule but at this time we cannot predict the costs of implementation or any potential adverse impacts resulting from the rule. To the extent this rule is finalised as proposed, we could incur increased costs related to the assessment and disclosure of climate-related risks. In addition, enhanced climate disclosure requirements could accelerate the trend of certain stakeholders and lenders restricting or seeking more stringent conditions with respect to their investments in certain carbon intensive sectors.

In addition, we expect that being a 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.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Our preference shares, if any were issued, would have a preference on liquidating distributions and dividend payments, which could limit our ability to make a dividend distribution to the holders of our common shares. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our common shares bear the risk of our future offerings reducing the market price of our common shares and diluting their ownership interest in our company.

Our Board of Directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with our organizational 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 to be decided by our Board of Directors. Any changes to our dividend policy could adversely affect the market price of our common shares. The timing and amount of any dividends 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 common shares or as to the amount of any such dividends. 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.

In addition, the markets in which we operate the vessels in our Combined Fleet are volatile and we cannot predict with certainty the amount of cash, if any, available for distribution as dividends in any period. We may also incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described in this Registration Statement. If additional financing is not available to us on acceptable terms or at all, our Board of Directors may determine to finance or refinance asset acquisitions with cash from operations, which would reduce the amount of cash available for the payment of dividends. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy.” Additional factors that could affect our ability to pay dividends include statutory and contractual limitations on the ability of our subsidiaries to pay dividends to us, including under current or future debt arrangements, encumbered cash, economic conditions, including the impact of the COVID-19 pandemic and macroeconomic impacts on our business and financial condition, such as inflationary pressure, and other factors the Board of Directors may deem relevant.

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, we will be permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis because individual disclosure is not required under Singapore law. However, we do intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial information for each of the first three quarters of each financial year.

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 6. Directors, Senior Management and Employees – C. Board Practices.”

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 registration statements 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.

Sales of a substantial number of our common shares in the public market after this listing, particularly sales by our directors, executive officers and significant shareholders, or the perception that these sales could occur, could adversely affect the market price of our common shares and may make it more difficult for you to sell your common 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.

Subject to limited exceptions, all of our common 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”).

As at December 31, 2023, our issued (and fully paid up) share capital was $5,068,201.70 which was represented by 506,820,170 common shares (which included 2,626,651 treasury shares). On January 2, 2024, we issued additional common shares and the total number of issued (and fully paid up) shares increased to 510,251,747 with the share capital increasing to $5,102,517.47. We may also issue our common shares or securities convertible into our common shares from time to time in connection with a financing, acquisition, investment or otherwise. Any such issuance, or the perception that these issuances could occur, could result in substantial dilution to our existing shareholders and could cause the market price of our common shares to decline. Such issuances could also impair our ability to raise additional capital though the sale of our equity securities in the future.

Upon the effectiveness of this Registration Statement, we will be subject to Section 404 of the Sarbanes-Oxley Act which requires that we include a report from our management on our internal control over financial reporting in our second annual report on Form 20-F. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting in our second annual report on Form 20-F.

In connection with the preparation of this Registration Statement, we and our independent registered public accounting firm have identified three material weaknesses in our 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. It is important to note that we did not undertake a comprehensive assessment of our internal controls for purposes of identifying and reporting control deficiencies as we will be required to do so after we are a public company. Had we undertaken such an assessment, additional significant deficiencies and/or material weaknesses may have been identified. The material weaknesses identified have resulted in the restatement of our financial statements for the years ended December 31, 2022 and 2021. See “Item 5. Operating and Financial Review and Prospects - Restated financial statements” for additional information on the restatement of our financial statements.

We are committed to improving our financial organization and we are in the process of implementing a number of measures to address the material weaknesses identified, including, among other things, (i) hiring

additional accounting and reporting personnel with adequate knowledge, skills, experience and training; and (ii) formalizing existing and implementing additional internal control procedures and policies to improve the information technology process and financial reporting process.

While we are working to remediate these material weaknesses as quickly and efficiently as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan. The 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 the adequacy of our 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, 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, our 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 our 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 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 common 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 Registration Statement does not reflect the added costs we expect to incur as a U.S. listed public company or the resulting changes that will occur in our capital structure and operations and as a result of the listing. Additionally, the historical financial information in this Registration Statement does not reflect additional costs, if any, resulting from our re-domiciliation 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 Registration Statement.

Following our Redomiciliation, the Constitution will be the constitutive document of Hafnia (Singapore). This new constitutive document and Singapore law will contain provisions that differ from those included in the Memorandum of Association and Bye-laws and the laws of Bermuda and, therefore, certain rights as a shareholder of Hafnia (Singapore) may differ materially from the rights currently possessed as a shareholder of Hafnia (Bermuda). See “Item 10. – B. Memorandum of Association and Bye-laws – Comparison of Shareholder Rights” for a description of the material differences between the rights of shareholders of Hafnia (Bermuda) under the Memorandum of Association and Bye-laws and the laws of Bermuda, compared to the rights of shareholders of Hafnia (Singapore) under the Constitution and Singapore law. Such differences and other changes in the applicable law and Hafnia’s constitutive documents may adversely affect the position of shareholders.

After the Redomiciliation, we will be incorporated under the laws of Singapore. The rights of holders of our shares will then be governed by Singapore law, including the provisions of the Singapore Companies Act and by our Constitution to be in effect upon the Redomiciliation. 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 “Item 10. Additional Information – A. Share Capital” and “Item 10. Additional Information – B. Memorandum of Association and Bye-laws.”

Completion of the Redomiciliation is contingent on factors and circumstances of which some are not, or not completely, within the control of Hafnia. As a result, the Redomiciliation may not be implemented or may not be implemented according to the timeline as currently foreseen by Hafnia, including as a result of the following factors and circumstances:

Hafnia may also decide to implement the Redomiciliation at another time than currently envisioned. In addition, the Board of Directors in its discretion may decide not to implement the Redomiciliation at all.

Following the Redomiciliation, we will be incorporated in Singapore and be subject to Singapore laws and regulations. Although we believe we are familiar with the applicable Singapore laws and regulations due to having subsidiaries incorporated in Singapore and that we have sufficiently prepared for the Redomiciliation prior to the completion hereof, the change in regulatory regime and the actions needed to adapt thereto may require additional commitments of resources, may lead to substantial costs and may require additional attention from management. 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. Such costs could have a material adverse effect on our business, financial condition, and results of operations.

Certain aspects of the tax treatment of the Redomiciliation and Hafnia (Singapore) going forward depend on determinations of facts and interpretations of applicable tax laws for which no clear precedent or authority is available. Relevant tax laws, and case law, policies and practices on their application and interpretation are continuously under review and are subject to change, which may result in new or revised interpretation or application of relevant statutory provisions, statutory changes, or revisions to regulations, policies and decrees. The expected tax treatment of the Redomiciliation and Hafnia (Singapore) going forward may be modified by administrative, legislative or judicial interpretation or changes at any time, and any such action may apply on a retroactive or retrospective basis. This could lead to additional taxes to be paid by Hafnia (Singapore) and consequently, Hafnia (Singapore) may have to engage in tax litigation to defend or achieve results reflected in prior estimates, declarations or assessments which may be time-consuming and expensive.

For a discussion of the material Singapore tax and U.S. federal income tax considerations of the Redomiciliation, see “Item 10. Additional Information – E. Taxation.”

Hafnia (Singapore) will seek to maintain its management and organizational structure in such a manner that its place of effective management would be in Singapore for Singapore tax law purposes. However, the determination of whether Hafnia (Singapore) has a presence for relevant tax purposes in a jurisdiction other than Singapore, is largely a question of fact, based on all relevant circumstances. Further, eligibility for relief from source taxation (such as withholding taxes) under relevant tax treaties or domestic tax law may be subject to further conditions. Changes to applicable facts and circumstances may have a bearing on the determination of whether Hafnia (Singapore) has a presence for relevant tax purposes in a jurisdiction other than Singapore and/or eligibility to relief under any tax treaty or domestic tax law.

The Redomiciliation may result in adverse tax consequences to shareholders and hence shareholders, and especially shareholders which are resident for tax purposes in jurisdictions other than Bermuda or the United States, should consult their tax advisors regarding the tax consequences of the Redomiciliation.

For a discussion of the material Singapore tax and U.S. federal income tax considerations of the Redomiciliation, see “Item 10. Additional Information – E. Taxation.”

As a result of the Redomiciliation, Hafnia (Singapore) will have its legal domicile in 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 common shares.

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 authorizations 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 authorization, unless revoked or varied by the company in 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.

The issuance by us of additional securities may have the following effects:

In accordance with our remuneration policy, members of our Board of Directors have, as part of the long-term incentive program, granted certain members of our senior management and key employees Restricted Share Units (“RSUs”) in the form of restricted stock options as well as options for the acquisition of shares in us. The options and RSUs aim at incentivizing the employees to seek to improve our performance and thereby our share price for the mutual benefit of the respective recipients of options and RSUs and our shareholders. It is intended that these RSUs will be amended to allow the acquisition of shares in Hafnia (Singapore) following the Redomiciliation. There was an aggregate of 6,273,803 options and 462,357 RSUs outstanding as at December 31, 2023. See “Item 6 – Directors, Senior Management and Employees – B. Compensation of Directors and Executive Officers” for additional information on these options and RSUs.

Certain provisions of Singapore law, our Bye-laws, and our Constitution following our Redomiciliation may have the effect of delaying or preventing a change in control of us or changes in our Board of Directors. For example, Singapore law and our Constitution following our Redomiciliation will include provisions that establish an advance notice procedure for shareholder approvals to be brought before a general meeting of our shareholders, including proposed nominations of persons for election to our Board of Directors. Such provisions could delay or prevent hostile takeovers and changes in control or changes in our Board of Directors. 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.

The Singapore Code on Take-Overs and Mergers (the “Singapore Take-over Code”) will also apply to us following our Redomiciliation. We have submitted a waiver to the Securities Industry Council (“SIC”) for a waiver of the Singapore Take-over Code 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 Bye-laws, our Constitution following our Redomiciliation, and the Singapore Take-over Code, see “Item 10 – Additional Information – B. Memorandum of Association and Bye-laws – Anti- Takeover Effect of Certain Provisions of our Bye-laws” and “– Singapore Code on Take-Overs and Mergers.”

We are an exempted company limited by shares incorporated under the laws of Bermuda on April 29, 2014 with company registration number 49023 and legal name “Hafnia Limited.” We expect to be incorporated in Singapore following a re-domiciliation of the Company from Bermuda to Singapore by way of a discontinuance from Bermuda and continuance into Singapore pursuant to Section 132G of the Bermuda Companies Act. We have operated under the name Hafnia Limited from January 16, 2019 to the date of this Registration Statement, 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.

We are one of the world’s largest operators of chemical and product tankers. Our activities are primarily the transportation of refined oil, other petroleum products and certain chemical products. We are active in the tanker market from Handy size tankers to LR2 tankers and one of our pools also operates in the market for specialised tankers.

As at December 31, 2023, our fleet of Hafnia Vessels and TC Vessels comprised 119 vessels. 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 operating 11 JV Vessels and with five newbuilds on order. In addition to our Hafnia Fleet, we operate 71 Pool Vessels owned by third parties through our seven 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 and in-house technical management for 57 of our Hafnia Vessels and JV Vessels in-house and our remaining 59 Hafnia Vessels and JV Vessels are 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.

It is contemplated that at the annual general meeting to be held in May 2024, the Company will present to its shareholders for approval the redomiciliation of the Company to Singapore under the name of Hafnia Limited by way of a discontinuance from Bermuda and continuing to Singapore pursuant to Section 132G of the Bermuda Companies Act (the “Redomiciliation”). Presuming the Redomiciliation is approved, the business, assets and liabilities of Hafnia Limited and its subsidiaries prior to the Redomiciliation will be the same as Hafnia Limited immediately after the Redomiciliation on a consolidated basis, as well as its financial year. In addition, the directors and executive officers of Hafnia Limited immediately after the Redomiciliation will be the same individuals who were directors and executive officers, respectively, of Hafnia Limited immediately prior to the Redomiciliation.

Currently, our principal executive offices are located at c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM1189, Hamilton HM EX, Bermuda. After the Redomiciliation, our principal executive offices will be located at 10 Pasir Panjang Road, #18-01, Mapletree Business City, Singapore 117438.

You can reach us in our Bermuda office at +1 441 295 3770. After the Redomiciliation, 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 Singapore, Copenhagen (Denmark), Houston (United States), Mumbai (India), Dubai (United Arab Emirates) and Monaco.

Our website is https://www.hafniabw.com/. Information contained on our website does not constitute part of and is not incorporated by reference into this Registration Statement. We have included our website address in this Registration Statement 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 is incorporated into or forms a part of this Registration Statement.

Our current corporate organization 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 by then had 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).

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, 2024 until the date of this Registration Statement, we have [not] acquired any vessels (excluding the acquisition of vessels by the utilization of purchase options in our sale and lease-back arrangements); however, we have taken delivery of [one] newbuild LR2-vessel in our Vista Joint Venture (as defined below).

In 2023, we divested six older vessels and acquired four vessels which have been named Hafnia Atlantic, Hafnia Pacific, Hafnia Pioneer and Hafnia Valentino. Additionally, we have taken delivery of three newbuild LR2-vessels in our Vista Joint Venture (as defined below).

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 Agreements”.

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.

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.

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 Registration Statement, 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.

We are joint venture partners with Andromeda Shipholdings Ltd. (“Andromeda Shipholdings”) in H&A Shipping 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 is domiciled in Marshall Islands and its subsidiaries Green Stars Shipping Ltd. and Yellow Star Shipping Ltd. are domiciled in Liberia. 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.

We are joint venture partners with Socatra in Ecomar Shipholding SAS. 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. In connection with the Ecomar Joint Venture, we have ordered four newbuild MR-vessels from GSI. 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. 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.

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.

For information regarding our Pools, see “Item 4. Information on the Company – B. Business Overview – Our Business.”

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.”

We intend to change our jurisdiction of incorporation from Bermuda to Singapore, and we refer to this change as the “Redomiciliation.”

The Redomiciliation will change our jurisdiction of incorporation from Bermuda to Singapore and, as a result, our constitutional documents will change and will be governed by Singapore law rather than Bermuda law. There are differences between the governing corporate law of Bermuda and Singapore. We describe these and other changes in more detail under “Item 10. – B. Memorandum of Association and Bye-laws – Comparison of Shareholder Rights.” However, our business, assets and liabilities on a consolidated basis, as well as our Board of Directors and executive officers, will be the same upon completion of the Redomiciliation as they are prior to the Redomiciliation.

Our Board of Directors believes that there are advantages to the Redomiciliation. As a well-established shipping and ship management centre, Singapore is expected to provide many benefits to the Company. Singapore’s political stability, strong legal framework, and well-developed financial sector provide a secure foundation for business operations. Singapore also offers a comprehensive range of maritime services, including ship management, ship financing, legal services, and insurance, creating a conducive environment for shipowning businesses. With a highly skilled workforce with expertise in various aspects of the maritime industry, Singapore also encourages maritime companies to establish operations in Singapore through providing competitive tax incentives. Additionally, within our corporate structure, we currently have several entities that are Singapore-domiciled, which has proven to be highly advantageous for our operations. This Redomiciliation will allow us to consolidate our entities in Singapore, optimizing our corporate structure and enhancing the efficiency of our overall management and operational coordination.

See “The Redomiciliation” for a more comprehensive description of the Redomiciliation.

On January 26, 2024, we announced the establishment of a new pool, the Hafnia Panamax Pool. Our primary partner in the Hafnia Panamax Pool will be Mercuria (Mercuria Shipping Sarl). We expect the pool to launch in March 2024 and that it will initially contain 10 vessels.

As at December 31, 2023, 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.

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.

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.

As at December 31, 2023, we operated a Combined Fleet of 210 vessels (including the Hafnia Fleet (Hafnia Vessels, TC Vessels and JV Vessels), Pool Vessels and other commercially managed third-party vessels) of which

105 are Hafnia Vessels; 14 are TC Vessels and 16 are JV Vessels (including four newbuilds ordered in our Ecomar Joint Venture and one newbuild in our Vista Joint Venture).

Our Combined Fleet operates globally, with a total carrying capacity of 11.2 million dwt as at December 31, 2023, and in terms of dwt, has a current market share of •% of operated product tankers worldwide within the segments in which we operate. As at December 31, 2023, the vessels in our Hafnia Fleet had an average age of approximately 3.2 years (LR2), 8.4 years (LR1), 8.2 years (MR) and 8.4 years (Handy), compared to the world LR2, LR1, MR, and Handy fleets’ average age of approximately [10.3, 14.1, 12.2 and 16.3 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:

Additionally, we have in recent years from time to time, including through our Pools, operated vessels in two additional market segments:

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, 2023, our Combined Fleet consists of the following vessels:

See below for additional information on the vessels in our Hafnia Fleet:

As at December 31, 2023, our Hafnia Fleet comprised nine LR2 vessels; six Hafnia Vessels and three JV Vessels. Additionally, in February 2024 our Vista Joint Venture will take delivery of a new LR2 vessel. 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:

As at December 31, 2023, our Hafnia Fleet comprised 35 LR1-vessels; 26 Hafnia Vessels, four 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.