TRMD

On September 11, 2025, Hafnia entered into a sale and purchase agreement dated September 11, 2025 (the "Sale and Purchase Agreement") by and between OCM Njord Holdings S.a r.l. ("OCM Njord" and together with Hafnia, the "Parties"). Pursuant to the Sale and Purchase Agreement, Hafnia has agreed to purchase 14,156,061 Class A Shares of the Issuer (the "Sale Shares") from OCM Njord, at a price of $22.00 per Sale Share, or $311,433,342 in aggregate cash proceeds (the "Purchase"). The closing of the Purchase occurred on December 22, 2025 (the "Closing"). The Purchase was subject to certain closing conditions, including (i) the appointment of a nominee, who is independent of the Parties, selected by OCM Njord in consultation with Hafnia, as both a member and the Chairman of the Issuer's board of directors, which shall include circumstances where such appointments are made conditional upon and/or are expressed to take effect from or immediately after Closing, (ii) that no new material transactions or arrangements concerning the Issuer that are not on arm's-length terms and with a value in excess of $1,000,000.00 or in the event of multiple transactions, an aggregate value in excess of $5,000,000.00, are approved or implemented between the date of the Sale and Purchase Agreement and Closing, (iii) receipt of regulatory approval in Brazil and foreign direct investment authorization in Denmark and (iv) the expiration or early termination of any applicable waiting periods and/or the receipt, approval or clearance by Hafnia under any applicable antitrust law and/or any applicable foreign direct investment law of any jurisdiction and/or pursuant to any other regulatory regime requiring review and approval required by any applicable governmental agency or authority in any jurisdiction. OCM Njord and the Seller Group (as defined In the Sale and Purchase Agreement) also agreed to use all reasonable endeavors, including exercising its voting rights and using any other powers vested in it from time to time in its capacity as a shareholder of the Issuer, to procure that no transaction or arrangement is approved or implemented between the date of the Sale and Purchase Agreement and Closing that would result in a material transfer of value (directly or indirectly) from the Issuer to its shareholders or among the Issuer's shareholders other than for the benefit of Hafnia (excluding dividends, distributions or other returns of value expressly covered by Clauses 2.4 and 2.5 of the Sale and Purchase Agreement). All closing conditions were satisfied or waived as of December 18, 2025. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, a copy of which is attached hereto as Exhibit 2 and which is incorporated by reference herein. The Reporting Person has acquired and holds the Class A Shares for investment purposes. The Reporting Person believes consolidation is positive for the tanker industry generally and for the shareholders of both Hafnia and the Issuer. The Reporting Person is evaluating potential strategic opportunities involving its investment in the Issuer, including a range of potential options for a combination of the two businesses. As part of its ongoing evaluation of its investment in the Issuer, the Reporting Person anticipates approaching the Issuer's board of directors to discuss its investment in the Issuer and may as part of this process present informal or formal proposals. In this regard, the Reporting Person expects to continuously evaluate (i) the Issuer's business and prospects, including identifying and quantifying synergies from a potential business combination transaction which the Reporting Person believes could be significant, (ii) the relative net asset value of the Reporting Person and the Issuer, (iii) the potential use of the Reporting Person's shares as consideration in a potential business combination transaction, and (iv) any other factors the Reporting Person, from time to time, considers relevant in determining whether, if at all, a business combination transaction will be proposed by the Reporting Person or its affiliates. As part of such evaluation, the Reporting Person, from time to time, also may hold discussions with or make proposals to other shareholders of the Issuer or third parties regarding strategic opportunities with respect to the Issuer. Additionally, at any time the Reporting Person may, subject to applicable law, acquire additional Class A Shares, or some or all of the Class A Shares it beneficially owns may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Other than as described in this Schedule 13D, the Reporting Person does not have any current plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment, including its consideration of potential structures for a business combination transaction, the Reporting Person may consider such matters in the future and, subject to applicable law, may formulate additional plans or proposals with respect to such matters.