A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 1 Table of Contents D. Risk Factors An investment in the ordinary 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 Annual Report, including the consolidated 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 Annual Report and represent those risks that we believe are the material risks relevant to an investor when making an investment in our ordinary shares. Beyond the specific risks we consider material, we could also be impacted by broader factors common to other companies, including issues arising from international operations, climate change, technological shifts, and geopolitical events. An investment in Hafnia Limited and our ordinary 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 either individually or together with other circumstances. As a result, the market price of our ordinary 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 Annual Report. 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 of our ordinary shares. A decline in the value and trading price in our ordinary shares could result in a loss of all or part of an investment in our ordinary 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 Annual Report 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 materiality or comprehensibility, nor by the probability of their occurrence. The risks mentioned herein could materialise individually, cumulatively, or together with other circumstances. We have indicated in some of the risk factors 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 by the risks set out in the risk factor. Summary of Key Risks The bullets below summarise the principal risk factors related to an investment in Hafnia. Refer to the discussion below this summary for further elaboration of these and other risks relevant when considering an investment in our ordinary shares. • Developments in the global economy and the tanker industry, including the chemical and product tanker market, resulting in a reduction of hire and freight rates could adversely affect our business, financial condition, cash flows and results of operation. • The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow. • A reduction in the demand or supply for oil and the occurrence of ‘peak oil’ may have a material adverse effect on our future performance, results of operations, cash flows and financial position. • Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical economic tension as well as government responses thereto, including but not limited to the imposition of tariffs, trade barriers, export restrictions, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash flow and financial condition. • Changes in global trading patterns, particularly, but not limited to, the trading patterns for oil and oil products, may have a negative impact on our business. • An economic slowdown in the world or in certain regions, or changes in the economic and political environment, could have a material adverse effect on our business, financial condition, and results of operations. 2 Table of Contents • We are subject to complex laws and regulations, including environmental laws and regulations, that can increase our liability and adversely affect our business, results of operations, cash flows and financial condition, and our available cash. • Our global operations expose us to risks, such as political instability, terrorist or other attacks, piracy, war, and international hostilities, which may affect the tanker industry and adversely affect our business. • Disruptions to shipping in the Red Sea, Arabian Gulf, and Strait of Hormuz in connection with the conflict between Israel and Hamas and the conflict between the United States, Israel, and Iran or other disruptions to commonly used trading routes could have a negative effect on our operations, business, cash flows, financial condition, and results of operation. • If vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union, the United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed on us and our reputation may suffer harm. • Compliance with international safety regulations and other vessel requirements verified by classification societies may be costly. Noncompliance with such regulations and requirements could adversely affect our business, financial condition, and results of operations. • Operation and management of a chemical and product tanker fleet involves a high degree of risk. • International, regional, and local competition rules and regulations for the shipping industry may adversely affect our business, financial condition and results of operations. • Breakdowns in our information technology, including as a result of cyberattacks, disruptions, failures, or security breaches may negatively impact our business, including our ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. • The market values of our Hafnia Vessels and JV Vessels may fluctuate substantially potentially leading to impairment charges, losses upon the sale of a vessel or other material adverse effects on our business, financing agreements, or financial condition. • We have purchased approximately 13.97% of TORM plc for investment purposes and are evaluating potential strategic purposes. There can be no assurance that TORM plc and we will pursue, enter or consummate a potential transaction and there are several risks associated with the negotiation, completion and timing of any potential transaction. • Increased levels of competition in the chemical and product tanker industry could adversely affect our business. • We will be required to make substantial additional capital expenditures in order to maintain the quality and operating capacity of our Hafnia Vessels, to acquire new vessels to replace our existing vessels before or at the end of their useful lives and in the event that we should decide to expand the number of vessels in our Hafnia Fleet. If we do not set aside funds or are unable to borrow or raise funds in the future or if we are unable to correctly time our capital expenditures, it may adversely affect our revenue, business, results of operations, financial condition and available cash. • We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations, financial condition, and cash flows. • Insurance may be difficult to obtain and, if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry. • Failure to comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the Prevention of Corruption Act 1960 of Singapore or other applicable anti-bribery regulations, anti-corruption regulations, anti-money laundering regulations or any other laws affecting our operations could result in fines, criminal penalties or contract terminations and could have an adverse effect on our business, reputation, and financial condition. • We derive a significant portion of our revenue from our top five customers, and the loss or default of any such customers could result in a significant loss of revenue and adversely affect our business. • Our major shareholder, currently BW Group Limited, may have interests that are different from our interests and the interests of our other shareholders. 3 Table of Contents • We are a Singapore company and the rights of our shareholders may differ from the rights and protections typically offered to shareholders of a U.S. corporation organised in Delaware. • We have a significant amount of financial debt and servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose the vessels in our Hafnia Fleet. • Our credit facilities and lease financing agreements contain covenants that may limit our ability to conduct certain activities, and further, we may be unable to comply with such covenants, which could result in an event of default under the terms of such agreements. • We may be exposed to risk in relation to our use of derivative instruments. • A change in tax laws in any country in which we operate, including, but not limited to, the imposition of freight taxes, or disagreements with tax authorities could adversely affect us. • A change to the way in which our international shipping income is taxed in Singapore could have an adverse effect on our business and results of operations. • We could be treated as or become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, which could have adverse U.S. federal income tax consequences to U.S. shareholders. • Our share price has fluctuated in the past, has been volatile, and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses. • We do not know whether a market for our ordinary shares will be sustained to provide you with adequate liquidity. If our share price fluctuates, you could lose a significant part of your investment. • We cannot assure you that we will pay dividends on our ordinary shares. • Future sales or issuances of our ordinary shares in the public markets, the perception that they might occur, or future offerings of debt securities or preferred shares, could cause the price of our ordinary shares to decline, could dilute your voting power and your ownership interest in us and/or could lead to a loss of all or part of your investment. • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. 4 Table of Contents Risks Related to Our Industry Developments in the global economy and the tanker industry, including the chemical and product tanker market, resulting in a reduction of hire and freight rates could adversely affect our business, financial condition, cash flows, and results of operation. Our earnings and available cash are dependent on our ability to charge profitable hire or freight rates for the vessels in our Combined Fleet. A significant portion of our earnings is related to the oil and petroleum product industry and we rely significantly on the cash flows generated from the employment of our Hafnia Vessels and TC Vessels in the product tanker sector of the shipping industry. Due to our lack of diversification, adverse developments in the tanker industry have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. 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, fuel prices, emissions taxes, and global demand for oil, oil products and chemicals. Adverse developments in the chemical and product tanker market could therefore negatively affect our financial condition, cash flows and our profitability. We are particularly exposed to the short-term spot market. As at December 31, 2025, 74% 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. Therefore, any adverse changes in the spot market hire or freight rates 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 tanker industry that result in, for example, 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 that vessel, but we would still incur expenses relating to maintaining the vessel in operating condition as well as 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 lower demand for chemical and product tanker capacity and consequential reductions in hire and freight rates may have a significant negative impact on us, our business, results of operations, cash flow, financial condition, and ability to pay dividends. The tanker industry is cyclical and volatile, which may adversely affect our earnings and available cash flow. 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. Additionally, the rates payable in respect of our Hafnia Vessels and TC Vessels currently operating in tanker pools including the 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. 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. Factors affecting the supply and demand for tankers and the supply and demand for oil and oil products 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: • supply of and demand for energy resources and oil and petroleum products; • supply of and demand for chemical products; • supply of and demand for alternative sources of energy; • changes in the price of oil and petroleum products, changes in the consumption of oil and petroleum products due to availability of new, alternative energy sources or changes in the price of oil and petroleum products relative to other energy sources, regulations requiring the use of alternative energy sources, or other factors making consumption of oil and petroleum products less attractive; 5 Table of Contents • changes in the consumption of chemicals; • the number of shipyards and the ability of shipyards to deliver vessels; • the price of newbuilds and the number of newbuild orders and deliveries, including slippage in deliveries; • technological advances in tanker design and capacity; • prices of steel and vessel equipment; • availability of financing for new vessels and shipping activity, and the available interest rate on financing; • the number of vessel casualties; • the extent and impact of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations; • the number of conversions of tankers to other uses or conversions of other vessels to tankers; • the number of product tankers trading crude or “dirty” oil products (such as fuel oil); • the number of crude oil tankers and “dirty” product tankers used for transportation of clean petroleum products; • the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs, used for floating storage, or otherwise not available for hire; • the efficiency and age of the world tanker fleet; • technical developments which affect the efficiency of vessels and the time to vessel obsolescence; • prevailing and expected future freight and charter rates; • cost of bunkers and other sources of fuel for vessels and the impact on vessel speed; • operating costs, including costs associated with classification society surveys, maintenance costs and insurance costs; • regional availability of refining capacity and inventories compared to the geographies of oil production regions; • increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve or the conversion of existing non-oil pipelines to oil pipelines in those markets; • market expectations with respect to future supply of oil and petroleum products; • regional availability of chemicals production and usage; • developments in international trade, including refinery additions and closures; • national policies regarding strategic oil inventories (including whether strategic reserves are set at a lower level in the future as oil decreases in the energy mix); • global and regional economic and political conditions, including economic slowdowns in certain countries and/or regions; • inflationary pressure and the impact of policies aimed at combating inflation; • currency exchange rates; • changes in seaborne and other transportation patterns, including changes to the distance over which oil, oil products and chemical products are to be moved by sea; • changes in government, industry, or maritime self-regulatory organisations’ rules, regulations, recommendations, and practices or actions taken by regulatory authorities, in relation to, among other things, the environment and/or otherwise affecting maritime transportation; 6 Table of Contents • product imbalances and hence a lack of or surplus supply in certain regions (affecting the level of trading activity); • business disruptions, including supply chain issues, due to climate, weather, and natural, health or other disasters, or otherwise; • seasonal variations in the demand for oil caused by, amongst other things, lower consumption of oil in the northern hemisphere in the summer months as well as refinery maintenance in this period; • global and regional political developments, including ‘trade wars’ and armed conflicts, including the ongoing war between Russia and Ukraine, the conflict between Israel and Hamas, the conflict between the United States, Israel and Iran and the Iranian blockade of the Strait of Hormuz, the potential of trade disputes, including trade disputes between the United States and the EU and between the United States and China, political instability in Venezuela, international hostilities or terrorist activities, attacks on commercial vessels and attacks on oil and petroleum product infrastructure; • Lack of available oil, bunker, and oil products due to the blockade of the Strait of Hormuz; • labour disruptions including strikes and lock-outs; • port or canal congestion; • crew availability; • developments in international trade, including those relating to the imposition of tariffs; and • international sanctions, embargoes, price caps, import and export restrictions, nationalisations, and wars. Declines in oil prices for an extended period, or market expectations of potential decreases in these prices, could negatively affect the tanker sector and/or our future growth in the tanker sector. Sustained periods of low oil prices typically lead to reduced exploration and extraction because oil companies’ capital expenditure budgets are driven by cash flows from these 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 competition in the industry, often resulting in vessels, particularly older and less technologically advanced vessels, being idle for long periods. We cannot predict the future level of demand for our services or the future conditions of the oil industry. Any decrease in exploration, development or production expenditures by oil companies could reduce our revenues and materially harm our business, results of operations and cash available for distribution. Developments in technology impacts global supply chains, including by increasing digitalisation and automation, which may affect the demand for the products transported by the vessels in our Combined Fleet. If automation and digitalisation become more commercially viable and/or production of goods becomes more regional or local, the volumes of raw materials, intermediate products, and goods being transported could decrease, which could have a negative effect on the demand for maritime fuels and consequently, our services. Such a decrease in demand for our services would negatively impact our business, financial condition, and results of operations. In April 2025, the U.S. Trade Representative (“USTR”) introduced port fees to be charged in respect of U.S. port calls by vessels with links to China, including Chinese-built vessels and vessels owned or operated by Chinese entities. In response, the People’s Republic of China in October 2025 announced port fees to be imposed on vessels with links to the United States. In November 2025, both the United States and China suspended the respective port fees for a one-year period. In February 2026, the United States announced America’s Maritime Action Plan according to which universal fees of between 1 to 25 cents per kilogram of cargo imported into the United States by non- U.S.-built vessels could be imposed. No plans for the timeline of implementing such universal import fees have been announced. See “Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical economic tension as well as government responses thereto, including but not limited to the imposition of tariffs, trade barriers, export restrictions, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash flow and financial condition.” for additional description of the U.S. and Chinese port fees and import fees. If port fees, import fees or other fees, including fees specifically affecting vessels with links to certain jurisdictions, are imposed in the United States, China or elsewhere, the supply of vessels may be affected, which could affect the available charter rates and which could have an effect on our results of operations. 7 Table of Contents A reduction in the demand for oil, including as a result of a shift in consumer demand towards other energy sources, and the occurrence of ‘peak oil’ may have a material adverse effect on our future performance, results of operations, cash flows, and financial position. A shift in or disruption of the consumer demand from oil towards other energy resources such as wind, solar energy and other renewable energy sources, electricity, natural gas, liquefied natural gas, or hydrogen as well as a shift in governmental commitments and support for energy transition programs will potentially negatively affect the demand for our product tankers. A shift from internal combustion engine vehicles to electric vehicles may also reduce oil demand. Additionally, when global crude oil production reaches its maximum rate and permanently begins to decline (‘peak oil’), it will likely impact the global product tanker market, and, in turn, our business. The International Energy Agency forecasts under their current policies scenario that global oil demand will peak in 2050, but that in a stated policies scenario, the demand for oil will flatten around 2030. The Organization of the Petroleum Exporting Countries (“OPEC”) forecasts an increase in oil demand in both the medium term (until 2030) and the long term (until 2050). Nonetheless, if oil prices fall to uneconomic levels for producers, output may decline. A decline in the production of oil and/or the demand for oil and oil products would likely result in an oversupply of product tanker capacity and may lead to a decline of the earnings from Hafnia Vessels and TC Vessels employed on charters related to market rates and may cause the value of our Hafnia Vessels and JV Vessels to decline. Further, there is a risk that financial institutions and investors will reduce capital allocation to businesses involved in transporting fossil fuels. As such, it is likely that a shift in the demand for oil and the occurrence of ‘peak oil’ would adversely affect our results of operations, cash flow, and access to capital from external sources. An oversupply of tanker capacity may lead to a reduction of charter and freight rates, which may limit our ability to operate the vessels in our Combined Fleet profitably. 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 18% of the existing world product tanker fleet in tonnage terms at the end of 2025. No assurance can be given that the orderbook will not increase further in proportion to the existing fleet. The supply of product tankers may also be affected by the use of product tankers in ‘dirty/crude’ trades and by product and crude tankers being “cleaned up” from ‘dirty/crude’ trades and swapped back into the product tanker market to transport clean petroleum products. Recently, a number of large product tankers (LR2s) have been performing ‘dirty trading’, which has reduced the supply of clean product tankers. Should these vessels return to ‘clean’ trades, the increase in available product tanker tonnage may affect the supply and demand balance for our product tankers. If the capacity of new tankers delivered exceeds the capacity of tankers being recycled or converted to non-trading tankers, tanker capacity will increase. An oversupply of product tanker capacity or a decrease in demand for product tankers or the products carried by product tankers may render us unable to re-charter our Hafnia Vessels and TC Vessels at attractive rates and charter rates could materially decline. If we are unable to re-employ a vessel, we will not receive any revenue from the vessel, but we would still be required to pay interest, debt and operating expenses as necessary to maintain the vessel in operating condition. A reduction in charter rates and the value of our Hafnia Vessels may have a material adverse effect on our future performance, results of operations, and available cash. Tanker rates are subject to seasonal variations in demand and cyclical fluctuations. 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. The seasonality may have an adverse effect on our future performance and result of operations for future quarters, including in the event that the typical seasonal demand in the northern hemisphere does not materialise. In 2025, we experienced a counter-cyclical firm market during the third quarter, but there can be no assurance that such counter-cyclical market tendencies will continue or will be repeated in subsequent years. Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical economic tension as well as government responses thereto, including but not limited to the imposition of tariffs, trade barriers, export restrictions, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash flow and financial condition. Governments may turn and have in the past turned to trade barriers to protect or revive their domestic industries against foreign imports. Trade barriers, tariffs, and other measures restricting import and export may affect the demand for shipping and uncertainties relating to trade barriers, tariffs, and other measures restricting import and export may adversely affect our business and financial condition. In particular, recently leaders in the United States, China, the European Union, Mexico, and Canada have announced and/or implemented certain increasingly protective trade measures, including tariffs. The introduction of trade barriers, tariffs, or other trade measures, the perception that they may occur, and/or uncertainties about the extent of such trade barriers, tariffs, or other trade measures may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Furthermore, any such measures 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. 8 Table of Contents Uncertainties relating to tariffs, trade barriers, and other trade measures could furthermore adversely affect our ability to obtain financing in the future on terms commercially acceptable to us or at all, which could have a material adverse effect on our business and financial condition. Additionally, the impact of tariffs, trade barriers, and trade measures on the foreign exchange and securities markets and any resulting changes in, for example, currency exchange rates and the market price of our ordinary shares could in turn adversely impact our business and operations. For example, our Hafnia Fleet includes many Chinese-built vessels, one vessel financed by sale and lease-back arrangements involving Chinese-owned banks, and 10 JV Vessels which are indirectly partially owned by Chinese companies. In early 2025, the USTR (United States Trade Representative) announced a number of measures relating to Chinese influence in the maritime, logistics and shipbuilding sectors. These included (i) service fees payable in relation to U.S. port calls by vessels with Chinese operators (being the entities identified and whose name would appear on the Vessel Entrance or Clearance Statement (CBP Form 1300) or its electronic equivalent) or Chinese owners based on the net tonnage of the vessel, initially at $0 per net ton, increasing to $50 per net ton as of October 14, 2025, and thereafter increasing on an annual basis for three years to $140 per net ton by 2028, and (ii) service fees payable in relation to U.S. port calls by Chinese-built vessels calculated with reference to the vessel’s net tonnage or containers discharged, initially at $0 per net ton, increasing to $18 per net ton as of October 14, 2025, and thereafter increasing on an annual basis for three years to $33 per net ton by 2028. Vessels subject to service fees under (i) would not be subject to service fees under (ii). Service fees under (i) and (ii) would be payable in connection with the first U.S. port call of a vessel and would be payable once per rotation or string of U.S. port calls with no more than five payments per individual vessel per year. Certain vessels were excluded from the service fee in (ii), including but not limited to, vessels arriving in U.S. ports empty or in ballast, vessels with capacities under certain limits, and certain specialised vessels, including vessels purpose-built for the transport of chemical substances in bulk liquid forms (chemical tankers). Upon order and until delivery of a U.S.-built vessel of equal or greater capacity, the service fee in (ii) could be eligible for suspension on an equivalent size Chinese-built vessel for a period not to exceed three years. In October 2025, the Chinese Ministry of Transport announced that starting 14 October 2025, special port fees would be applicable to U.S. vessels arriving at Chinese ports. Vessels owned or operated by U.S. enterprises, organisations or individuals or by non- U.S. enterprises or organisations where U.S. enterprises, organisations or individuals directly or indirectly hold 25% of equity, voting rights or board seats would fall within the scope of the Chinese port fees, as would vessels flying the U.S. flag or which were built in the United States. The fee would commence 14 October 2025 at 400 RMB per net ton and would increase annually starting from April 2026, ultimately ending at 1,120 RMB per net ton. The fee would be charged per voyage and would not be charged again at subsequent Chinese port calls on the same voyage with no more than five payments per individual vessel per year. In October 2025 and November 2025, both the U.S. and Chinese port fees were suspended for one year. It is uncertain whether the port fees will be reintroduced after the end of the suspension period. The reintroduction of the U.S. port fees and the Chinese port fees, or the introduction of other port fee schemes could significantly increase the operating expenses for ships in our Combined Fleet. In February 2026, with the goal of increasing U.S. shipbuilding capacity and expanding the feet of U.S. -flag and U.S.-built vessels, the U.S. President announced America’s Maritime Action Plan according to which, among other proposals, a ‘Maritime Security Trust Fund’ would be financed in part by imposing universal fees on non-U.S.-built vessels, to be assessed on the weight of the imported tonnage of cargo imported into the United States by non-U.S.-built vessels. No plans for the timeline of implementing such universal import fees have been announced. Further, in February 2026, the U.S. President announced tariffs under section 122 of the Trade Act of 1974, which would apply to almost all imports to the United States. As the measures in respect of the U.S. and Chinese port fees were only in place for a very short period during 2025, and since the U.S. import fees have not been formally introduced, we are still assessing the fees and their potential effects on us, our operations, our business, and the vessels in our Combined Fleet. The reintroduction of the U.S. port fees and the Chinese port fees, or the introduction of other port fee schemes and/or the introduction of import fees on cargo, could disrupt global shipping patterns and potentially increase congestion and costs at ports worldwide. We may not be able to pass on additional costs and fees, if any, to our customers, and such costs and fees could therefore materially impact our results of operations, cash flow, and ability to pay dividends. Following the closure of the Strait of Hormuz in early 2026 and Iranian attacks on oil, petroleum products and shipping infrastructure in the adjacent area, export restrictions on certain oil and petroleum products were imposed by a number of countries. Export restrictions may limit the demand for product tankers such as the vessels in our Combined Fleet which could have a negative effect on our business and results of operations. Further, export restrictions on oil and petroleum products could make it harder and/or more expensive for us to operate the vessels in our Combined Fleet, as we may be unable to obtain bunkers for the vessels at acceptable prices or at all. An increase in bunker prices would increase our voyage expenses and could impact our results of operations to the extent that such increased cost is not covered by our customers. Unavailability of bunkers could mean that some of our vessels cannot operate, which would negatively impact our revenue and results of operations. 9 Table of Contents As at the date of this Annual Report, the extent and impact of such trade measures on our industry, our business, and our operation are unknown and unpredictable. We are dependent on spot-oriented pools and spot charters, and any decrease in spot charter rates in the future may have a material adverse effect on our business. As at December 31, 2025, 91 of the vessels in the Hafnia Fleet were employed in either the spot market or our spot market-oriented Pools, 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 minimising, 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 that may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realising 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 charter 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. Changes in global trading patterns, particularly, but not limited to, the trading patterns for oil and oil products, may have a negative impact on our business. 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. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the tonne-mile and therefore the demand for our product tankers. Global events may cause demand for oil and petroleum products to stagnate for an extended period of time as was the case from the second half of 2020 until the second quarter of 2022. The global trading patterns for oil and oil products were impacted by the war between Ukraine and Russia, as well as the conflict between Israel and Hamas and the resulting disruptions in the Red Sea, each of which initially led to an increase in the price of oil and oil products, longer seaborne routes and higher earnings for tankers. However, alternative trade routes to bypass the Red Sea were established in the second half of 2024, with total tonnage transiting cross hemispheres gradually decreasing, resulting in shorter voyages which had an impact on our earnings. In 2025, market conditions strengthened during the second half of the year including as a result of the sustained impact of geopolitical developments, particularly in Russia and the Red Sea. In late 2025, commercial vessels were gradually returning to the Red Sea. However, following U.S. military intervention in Iran commencing in late February 2026 and related attacks on commercial vessels and oil and petroleum product infrastructure in the adjacent area, the Red Sea, Arabian Gulf, Strait of Hormuz, and adjacent areas have been subject to increased risks, and the number of commercial vessels in these areas has significantly decreased. While charter rates for product tankers initially increased following the disruption to shipping in the area, we cannot predict the medium or long-term effects of the current military conflict in Iran and the surrounding areas. As a result of the closure of the Strait of Hormuz, certain vessels (including one vessel in our Combined Fleet) were blocked from leaving the Arabian Gulf. See “—Our global operations expose us to risks, such as political instability, terrorist or other attacks, piracy, war, and international hostilities which may affect the tanker industry and adversely affect our business” for more information regarding these regional conflicts. The continued and future impact of these conflicts on the tanker industry and, consequently, our business is uncertain. A full reversal of sanctions on Russia, Iran and Venezuela and/or the disruptions to shipping routes in the Red Sea, Arabian Gulf and Strait of Hormuz and a corresponding full reversal of the changes to the supply and demand for oil and oil products and trading patterns combined with the older tanker fleet coming back to the international market could have a significant impact on our results of operations. Such reversal of changes to global trading patterns to pre-war status or other changes in global trading patterns, including, but not limited to, any leading to shorter distances of seaborne products trade, or 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, results of operations, financial condition, cash flows and ability to pay dividends. 10 Table of Contents An economic slowdown in the world or in certain regions, or changes in the economic and political environment, could have a material adverse effect on our business, financial condition, and results of operations. Historically, there has been a link between the development of the world economy and the demand for oil and oil products. Deterioration or changes in the economic and political environment in certain regions or the world economy could reduce regional or overall demand for chemical and petroleum products and for our services. While market conditions have in recent years generally been good for our industry, economic slowdowns in the world or in certain regions or changes in the economic and political environment throughout the world and/or in certain regions may have a material adverse effect on our business, financial condition, and results of operation. We anticipate that 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 and South Korean 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. Outside of the Asia Pacific region, the product tanker industry may additionally be negatively affected by other regional economic slowdowns, including a potential economic slowdown in the United States, Europe, or other regions, were to cause a decrease in imports or exports of refined oil products or a decrease in the demand for oil, petroleum and chemical products. This could have a negative impact on our earnings, cash flows, and financial position. Economic reforms in certain regions or countries, including but not limited to China, the United States, and Europe, or changes in the political, economic, and social conditions or other relevant policies of governments such as changes in laws, regulations or export and import restrictions, could impact the level of imports to and exports from certain regions and countries. For example, taxes, duties or fees imposed on non-resident international transportation enterprises by certain countries or regions could result in an increase in the cost of import and export of cargo, the risks associated therewith, as well as a decrease in any cargo shipped from our charterers. 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. Additionally, increased geopolitical tensions may impact trade flows and tanker flows in the future. Recently, a number of tariffs and trade measures have been announced by governments. See “Changes in the economic, regulatory and political conditions in certain countries or regions and/or the development or increase of geopolitical economic tension as well as government responses thereto, including but not limited to the imposition of tariffs, trade barriers, export restrictions, port fees, and sanctions may have a negative effect on our business, operation, earnings, cash flow and financial condition” for a description of the risk related to tariffs and other trade measures. A decrease in the level of imports to and exports from certain countries or regions, including but not limited to China, the United States, and the European Union, could adversely affect our business, operating results, and financial condition. Further, initiatives in certain regions or countries, including but not limited to the United States, China and the European Union to reduce their dependency on (foreign) oil and achieve carbon neutrality could affect the demand for oil, petroleum, and related products, could have a material adverse effect on our business, cash flows and results of operations. Outbreaks of epidemic or pandemic diseases or other infectious diseases and governmental responses thereto could materially and adversely affect our business, financial condition, and results of operations. Our business and operations are subject to risks relating to pandemics, epidemics or other disease outbreaks and government reactions thereto. The COVID-19 pandemic, which began in 2020, led governments and governmental agencies to implement travel bans, quarantines, and other emergency public health measures including lockdowns, which resulted in a significant reduction in global economic activity and volatility in the global financial markets. While COVID-19 no longer constitutes a global health emergency, a re-emergence of COVID-19 or variants hereof or any other outbreaks of epidemic, pandemic or other infectious disease could have an adverse impact on the global economy which may cause the charter rate and freight rate environment for tanker vessels to deteriorate, may reduce the global demand for oil and oil products, may reduce the market value of tanker vessels, may disrupt our normal vessel operations and could lead to an increase of our operating and voyage expenses due to, among other things increased crew costs and health/safety arrangements or increased fuel prices. Any of the foregoing could negatively impact our financial condition, operations and cash flows. As at December 31, 2025, 74% of the vessels in our Hafnia Fleet operate in the spot market where income margins are particularly sensitive to fluctuations in charter and freight rates and therefore our TCE income may be materially and adversely affected by such fluctuations in charter and freight rates or voyage expenses. We cannot accurately predict how future epidemics, pandemics, or other outbreaks of infectious diseases may affect our business, operations and financial condition because this will depend on various unpredictable factors outside of our control, including, but not limited to, (i) the severity and duration of the outbreak; (ii) the extent of governmental response; (iii) the introduction and extent of financial support measures aimed to reduce the impact on the economy; (iv) the impact on the volatility in the demand for and price of chemical and petroleum products; (v) shortages or reductions in the supply of goods, services or labour; and (vi) fluctuations in general financial or economic conditions arising from the outbreak, such as changes to interest rates or availability of credit. 11 Table of Contents We may be exposed to fraudulent behaviour, which may have a material adverse effect on our future performance, results of operations, cash flows, and financial position. The risk of fraud is inherent in all industries. However, the shipping industry has historically experienced a greater risk of fraud and fraudulent behaviour. Potential fraud risks include purposeful manipulation and misrepresentation of consolidated financial statements, misappropriation of assets, 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 material negative impact on our reputation, business, and financial condition. We have established a system of internal controls to prevent and detect fraud and fraudulent behaviour, consisting of segregation of duties, authorisations for trading, purchase and approval, codes of ethics and conduct, close monitoring of our financial position and a whistleblower facility; however, there can be no assurance that our fraud prevention measures are sufficient to prevent or mitigate our exposure to fraud or fraudulent behaviour. Any such behaviour may have a material adverse effect on our reputation, results of operations, cash flows, and financial position. If we, including the Pools, cannot pass inspections from classification societies or regulatory bodies or meet our customers’ quality and compliance requirements, we may not be able to operate the vessels in our Combined Fleet profitably, which could have an adverse effect on our future performance, results of operations, cash flows and financial position. Vessels are subject to inspections from governments and private entities, including classification societies, in order to obtain and maintain necessary permits, licenses, and certificates. A failure by the vessels in our Combined Fleet to pass inspections from governments and private entities and/or to maintain necessary permits, licenses and certificates may adversely affect our ability to employ the vessels, which could have a negative effect on our results of operations, cash flows, and financial position. Customers, in particular those in the oil industry, have a high focus on quality and compliance standards with their suppliers across the entire value chain, including the shipping and transportation segment. Our, and the Pools’, continuous compliance with these standards and quality requirements is vital for our operations. In late 2024, the Oil Companies International Marine Forum introduced a new Ship Inspection Report Program 2.0 which contains a more comprehensive inspection process than under the previous Ship Inspection Report Program. Noncompliance by us or the Pools either as a sudden and unexpected breach in quality and/or compliance concerning one or more vessels, or as a continuous decrease in the quality concerning one or more vessels occurring over time as well as 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. Fluctuations in exchange rates and non-convertibility of currencies could result in financial losses for us. We generate almost all revenues and incur the majority of our expenses in U.S. dollars. We face exchange rate risks from revenues and expenses paid in currencies other than U.S. dollars. This risk mainly involves DKK, EUR, Indian rupee, SGD, and other major currencies for administrative, operational, and local port expenses. Without adequate hedging, currency fluctuations may cause losses and adversely affect our performance, results of operations, cash flows, and financial position. Increased requirements relating to the fuel used by vessels may require us to retrofit our Hafnia Vessels and JV Vessels or change our approach to bunker purchase and may cause us to incur significant costs. Since 2020, the International Maritime Organization (the “IMO”) has, in accordance with 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”), imposed 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. Shipowners may comply with this regulation by (i) using 0.5% sulphur fuels, which is available around the world but may entail a higher cost; (ii) installing exhaust gas cleaning systems (“scrubbers”) for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by 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. The cost of compliance with these requirements may be significant and may have a material adverse effect on our future performance, results of operations, cash flows, and financial position. 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. For our Hafnia Vessels and JV Vessels that do not have scrubbers, we are complying with the IMO standards by using compliant fuels. 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 Combined Fleet. From January 1, 2025, the EU FuelEU Maritime Regulation (“FuelEU”) imposes greenhouse gas (“GHG”) intensity limits for energy used on board vessels trading in or to and from the EU. The required reduction of GHG intensity will gradually increase every five years until 2050. We expect that in most cases, the cost of compliance will be borne by the entity responsible for a vessel’s commercial operation, such as a time charterer or a pool manager. We therefore expect to have to manage or arrange compliance with FuelEU for most vessels in our Combined Fleet. Shipping companies must ensure compliance with FuelEU by purchasing fuels with a lower GHG intensity or arrange compliance by other means, such as pooling over-compliant vessels with under-compliant vessels or by paying a ‘FuelEU penalty’. 12 Table of Contents We may not be able to pass on the costs of complying with FuelEU to our customers. FuelEU, 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. Furthermore, any transactions relating to FuelEU such as sale or purchase of a right to pool vessels may have tax or VAT implications that are not certain or familiar in the industry and there is a risk that such tax or VAT will have a negative effect on our results of operations or that we will not be able to comply with applicable rules because of the uncertainty of the regulation. In April 2025, the 83rd session of the Marine Environment Protection Committee (“MEPC”), MEPC 83, approved an amendment to Annex VI of MARPOL providing for a global GHG fuel intensity (“GFI”) standard (the “GFS”). The GFS would require vessels to comply with annual GFI targets, which will reduce over time. Failure in complying with the GFI targets would trigger a requirement to purchase remedial units to achieve compliance. The vote for adoption of the GFS was scheduled for an extraordinary session of the MEPC in October 2025, but the extraordinary session of the MEPC was adjourned to be reconvened in autumn of 2026. It is unclear whether the GFS will be adopted and, if adopted, when the GFS will enter into force. The global sulphur cap, Emission Control Areas, GHG intensity reduction requirements under FuelEU and GHG intensity reduction requirements under the GFS, if adopted, as well as other regulations relating to the fuels used by vessels may lead to changes in the production quantities and prices of different grades of marine fuel and renewable fuels, including biofuels, and introduce 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 as we may not be able to fully recover any increased cost of fuels from our customers. Furthermore, we may have to incur additional costs to comply with such regulations which we may not be able to recover from our customers. Such additional costs could impact our results of operations and cash flows. We are subject to complex laws and regulations, including environmental laws and regulations, that can increase our liability and adversely affect our business, results of operations, cash flows and financial condition, and our available cash. 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, GHG intensity requirements, 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 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. Areas in which our operations are affected are emission trading schemes such as 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 to and between EU/EEA ports. Noncompliance with the EU ETS or a failure to deal with EU ETS obligations properly and efficiently 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 EUAs, and 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. We cannot accurately predict the consequences of potential future taxation and VAT on EUAs; however, such taxation and VAT may have a negative effect on our results of operations. Additionally, other jurisdictions may introduce emissions taxation applicable to our industry, which could have an impact on our results of operations. Compliance with current and future legal and regulatory requirements relating to safety and environmental impact and climate change, GHG emissions, air emissions, management of ballast water, as well as requirements relating to the speed and fuel 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, force us to retire older vessels earlier than expected, lead to decreased availability of insurance coverage for environmental matters, or 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. To comply with the International Convention for the Control and Management of Ships’ Ballast Water and Sediments and the sulphur emissions requirements under MARPOL, 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 and emissions. 13 Table of Contents In addition, many environmental regulations and requirements under local, national and foreign laws, conventions and regulations are designed to reduce the risk of pollution, such as from oil spills. Our compliance with these requirements could be costly as we could become subject to material liabilities in respect of remediation of spills and releases of oil and hazardous substances 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. These regulations may impose strict liability, 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 regulations and requirements can result in substantial penalties, fines, and other sanctions, including, in certain instances, seizure or detention of a vessel, and could harm our reputation with current or potential charterers of the vessels in our Combined Fleet. Further, we are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged such 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. Notwithstanding the measures already taken by us to comply with applicable regulations 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 the environment, evolving laws and regulations, and evolving decarbonisation 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 JV Vessels, and also could have an adverse impact on our future performance, revenue and financial condition. Pressure from governments, investors, lenders, and other market participants to voluntarily participate in ‘green’ shipping initiatives could cause us to incur significant additional expenses. We continue to monitor and assess the potential impact of such developments on our operations 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. 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. Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs. The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the “Hong Kong Convention”) entered into force on June 26, 2025, and aims to ensure that when vessels are being recycled, they do not pose unnecessary risks to the environment, human health, or safety. Under the Hong Kong Convention, each vessel sent for recycling must carry an inventory of its hazardous materials, authorised recycling facilities must provide a vessel-specific recycling plan, and governments must ensure compliance with recycling facilities in their jurisdiction. In 2013, the Ship Recycling Regulation was adopted in the EU. The regulation, which is aligned with the Hong Kong Convention, requires EU member state-flagged vessels to use only EU-permitted recycling facilities. Under this regulation, vessels calling at EU ports or flying an EU flag must maintain an inventory of hazardous materials. This system identifies and tracks hazardous materials exceeding certain thresholds in the vessel’s structure and equipment. Although we have not previously recycled vessels, these regulations may affect our future business and operations. We may also need additional contractual provisions when divesting older vessels to ensure the buyer complies with the relevant regulations. Increasing requirements under the EU Ship Recycling Regulation and the Hong Kong Convention could raise costs at shipyards, repair yards, and recycling yards. Such costs might reduce the value of older vessels and/or a vessel’s residual recycling value, potentially failing to cover compliance costs and adversely affecting 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”. Our global operations expose us to risks, such as political instability, terrorist or other attacks, piracy, war, and international hostilities, which may affect the tanker industry and adversely affect our business. 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 Venezuela, the Middle East and the South China Sea region and other geographic countries and areas including the conflict between Russia and the North Atlantic Treaty Organization and tensions between China and Taiwan, geopolitical events such as terrorist or other attacks (and the threat of future terrorist and other attacks), including attacks on commercial vessels in the Red Sea, and Arabian Sea, piracy, war (or threatened war) or international hostilities, such as those between the United States and North Korea, between Russia and Ukraine, between Israel and Hamas and between the United States, Israel and Iran. 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. 14 Table of Contents Continuing war and conflicts, terrorist attacks, as well as 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. 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 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. We have operations in high-risk areas where we are exposed to the risk of piracy and other types of attacks on ocean-going vessels. Piracy remains prevalent in certain regions, including but not limited to Somalia, the South China Sea, the Indian Ocean, the Gulf of Guinea, the Gulf of Aden, the Celebes Sea, the Sulu Sea, and parts of Asia including the Singapore Strait, posing significant risks to our vessels and crew. Geopolitical 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. Since late February 2026, the military conflict in Iran has led to missile strikes and collateral damage to vessels in the Arabian Gulf, Strait of Hormuz and adjacent waters as well as damage to infrastructure, including port infrastructure. There have been attacks on vessels in our Combined Fleet in the past and there can be no assurance that we will not be victim of future attacks on our Combined Fleet. Any attacks on vessels in our Combined Fleet, such as attacks by pirates, could result in material damage to the vessels or harm to crew members and could have a material adverse effect on our business, financial condition, cash flows, and results of operations. Product and chemical tankers are exposed to significant risk of damage in the event of attacks such as missile strikes, terrorist attacks, collision or otherwise due to the nature of the cargo which is typically highly flammable and which can significantly damage the environment in the event of a spill. 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) 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. Further, such attacks (or the risk of such attacks) may cause increased insurance premiums, restricted or reduced insurance coverage, increased operating costs due to increased security arrangements and increased operational costs, increased crew costs, off-hire, delays, and disruptions. If regions in which our Hafnia Vessels and JV Vessels are employed are or become characterised by insurers as “war risk” zones or Joint War Committee “war and strikes” listed areas, premiums payable for coverage in these areas could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, including costs relating to 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. Since early March 2026, several P&I Clubs in the International Group of P&I Clubs, including the P&I Clubs in which our Hafnia Vessels are insured, have issued notices of cancellation of war risk cover relating to Iran and Iranian waters and the Persian/Arabian Gulf and adjacent waters. Where we cannot obtain war risk insurance for our Hafnia Vessels or where such war risk insurance is not available at an acceptable price, we may be restricted from accepting, undertaking and/or completing certain voyages which could result in losses, claims from third parties, and/or lack of income from agreed charters. Uncertainties relating to war and conflicts and the risk of terrorist, piracy or other attacks on vessels in our Combined Fleet 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. 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, the United Kingdom, and the European Union, among other countries, implementing sanctions and restrictive measures against certain persons, entities, and activities connected to Russia. See “If vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union, the United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed on us and our reputation may suffer harm.” for a description of the risks related to sanctions. Disruptions to shipping in the Red Sea, Arabian Gulf, and Strait of Hormuz in connection with the conflict between Israel and Hamas and the conflict between the United States, Israel, and Iran or other disruptions to commonly used trading routes could have a negative effect on our operations, business, cash flows, financial condition, and results of operation. Since late 2023, 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 in connection with the conflict between Israel and Hamas. During 2025, vessels were gradually returning to the Red Sea, but since U.S. and Israel attacks on Iran in February and March 2026 and resulting Iranian attacks on surrounding areas, including attacks on commercial vessels, the number of vessels in the Red Sea has significantly decreased. Further, Iran has blocked the Strait of Hormuz and thereby restricted the ability of vessels to enter and exit the Arabian Gulf. We continuously review the situation in the Red Sea, Arabian Gulf, and adjacent areas and, as at the time of this Annual Report, expect to direct our vessels to avoid the Strait of Hormuz and to continue to go around the Cape of Good Hope until we are confident that resuming voyages in the Red Sea is safe for our crew and our vessels. 15 Table of Contents Our Hafnia Vessels and JV Vessels have in the past frequently passed through the Red Sea and the Suez Canal, and have passed through the Strait of Hormuz to the Arabian Gulf and if they are in the future directed to transit the Red Sea or the Arabian Gulf, 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 difficult 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 or Strait of Hormuz 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 not to 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 operations, and financial condition could be adversely impacted. During 2024 and 2025, we have observed a trend towards shorter voyages within hemispheres, bypassing the need to transit the Red Sea or to go around the Cape of Good Hope. A continued trend of shorter voyages or an increase in such a trend may lead to reduced earnings and therefore may negatively impact our results of operations. If other vessel operators start to direct their vessels to transit the Red Sea and Suez Canal or the Strait of Hormuz and Arabian Gulf while we direct our vessels to avoid the Strait of Hormuz and 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 operations, and financial condition. If security in the Red Sea improves and the industry deems it safe to resume normal transit through the Suez Canal, demand for additional tanker capacity caused by rerouted voyages around the Cape of Good Hope would decline. This could result in shorter voyages, lower demand for our vessels, and downward pressure on charter rates. Such impacts could negatively impact our earnings and financial performance. We cannot accurately assess or estimate what impact the situation in the Red Sea, Arabian Gulf, and Strait of Hormuz, or other disruptions to commonly used trading routes, could have on our operations and financial condition in the long term. If vessels in our Combined Fleet call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the United States, the European Union, the United Kingdom, or other governments or our operations are otherwise deemed in conflict with sanctions or embargoes, monetary fines or other penalties could be imposed on us and our reputation may suffer harm. To the best of our knowledge, our Hafnia Vessels and JV Vessels have not called, in violation of applicable sanctions laws or embargo laws, at 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 ordinary shares could be adversely affected. Even though we take precautions reasonably designed to mitigate such activities, such as enhanced 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 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 knew 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. 16 Table of Contents 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 prohibit the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended over time to increase or reduce the restrictions they impose, and the lists of persons and entities designated under these laws and regulations are frequently amended. 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. Following the U.S. intervention in Venezuela in early 2026, it remains uncertain to what extent sanctions on Venezuela will be retained, expanded or amended. The impact of the amendment of the current sanctions regulations on Venezuela could have an impact on our industry and our business, but as at the date of the Annual Report, we are not able to accurately predict such effects. 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. 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 Annual Report, 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, the 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 transport 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 war between Russia and Ukraine 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. 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. From February 27, 2025, the United States has also prohibited the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps. Violations of the petroleum services prohibition or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false or insufficient, may pose additional risks adversely affecting our business. With effect from December 18, 2023, sanctions were introduced by the EU that prohibit the direct or indirect sale or other transfer of tanker vessels to any natural or legal person in Russia or for use in Russia unless a license is obtained from the competent national authority. With effect from February 24, 2025, a ban was introduced on direct or indirect transactions with certain Russian infrastructure, including ports, except where such transactions are covered by specified exceptions for EU operators and notified to their relevant EU member state. When we divest vessels from our Hafnia Fleet, we conduct a thorough screening process to ensure that the divestments are made in accordance with applicable sanctions. While we take such precautions, including by way of enhanced due diligence and KYC procedures for counterparty screening, including review of our counterparties’ general use of vessels and include provisions in the agreements for the sale of vessels restricting the buyers from using the divested vessel in trade that would violate sanctions laws or embargo laws, there is a risk that the buyers will breach the terms of the sale agreement and/or have provided misleading or fraudulent information for the purposes of our due diligence and screening procedures, in which case we may be found to have acted in breach of sanctions and could be subject to penalties, reputational or financial harm and our business may be adversely affected. In February 2026, the EU Council announced a 20th sanctions package regarding Russia which would, amongst other things, introduce a full maritime services ban for Russian crude oil and further restrict the ability of Russia to acquire tankers to be used for the dark fleet. As at the date of this Annual Report, the 20th sanctions package has not been adopted. Conversely, as a result of the conflict in Iran and the resulting volatility in the global oil markets, on March 12, 2026, the United States Department of the Treasury's Office of Foreign Assets Control (OFAC) issued a general license authorizing, through 12:01 a.m. eastern daylight time on April 11, 2026, the sale, delivery, or offloading of Russian Federation origin crude oil or petroleum products loaded on any vessel on or before 12:01 a.m. eastern daylight time on March 12, 2026, including vessels previously blocked by OFAC under several existing sanctions programs. On 29 September 2025, the EU Council reimposed a number of sanctions on Iran, including restrictions on import to the EU of crude oil, petrochemicals and petroleum products originating from Iran, restrictions on making vessels designed for the transport or storage of oil and petrochemical products, such as the vessels in the Combined Fleet, available to Iranian persons, entities or bodies and obligations for providers of vessels designed for the transport or storage of oil and petrochemical products taking appropriate actions to prevent the vessel being used to carry or store oil or petrochemical products that originate in Iran or have been exported in Iran. Violations of these sanctions, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false or insufficient, pose risks that may adversely affect our business. 17 Table of Contents The EU sanctions generally apply to actions taken from within the EU territory, by EU-based employees and EU nationals, and by EU-based companies. Therefore, although the majority of our Hafnia Vessels and JV Vessels are legally owned by non-EU companies, we need to ensure compliance with these sanctions and other applicable sanctions and restrictions when and if we divest vessels. If sanctions are in the future introduced which restrict the transport, import or export of oil products refined in non-sanctioned countries or territories which are based on unrefined oil from sanctioned countries or territories, our due diligence processes in connection with loading of cargo and purchasing of fuels for our vessels would need to be extended and new procedures would have to be implemented to ensure the accurate tracing and screening of cargoes and fuels. There could be a risk of fraudulent and misleading documentation being included in the chain of documents for fuels and there could be a risk that we could not identify potential sanctions risk in the products we are transporting on behalf of our charterers. Although we contractually restrict our charterers from transporting cargo subject to sanctions, there can be no assurance that we would be able to recover any financial losses suffered as a result of a breach of the applicable sanctions and we could be subject to penalties, reputational or financial harm, and our business may be adversely affected. 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 in Hafnia becoming a Specially Designated National (“SDN”) under sanctions issued by the United States, European Union, United Kingdom, United Nations or other authorities. This, in turn, could in the worst case be terminal for our business. Furthermore, a breach of sanctions, inadvertently or not, could constitute a breach under certain of our contractual arrangements, including but not limited to financing arrangements, and such breach of contractual arrangements could have a material negative impact on our business, financial position, and cash flows. 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. 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 and the market for our securities. 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. The complexity and evolving nature of sanctions create potential inadvertent misinterpretation, which may expose us to reputational harm even if no actual breach of sanctions has occurred. Furthermore, the concept of ‘good business practice’ in our industry may develop and is in all cases subject to subjective interpretation. Unsubstantiated allegations from journalists or other stakeholders that suggest we may have breached sanctions or may not have followed ‘industry good business practice’ may result in reputational damage, could have a negative impact on market sentiment and therefore the price of our ordinary shares, and could result in a potential loss of business. We may be subject to litigation that, if not resolved in our favour and not sufficiently insured against, could have a material adverse effect on us. We and our activities are subject to both Singapore law 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 arbitral 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 result in 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. 18 Table of Contents Maritime claimants could arrest or attach vessels in our Combined Fleet, which would have a negative effect on our cash flows. 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. Furthermore, claimants could try to assert “sister ship” liability against one vessel in our Combined Fleet for claims relating to another of our ships. The arrest or attachment of one or more of the vessels in our Combined Fleet could interrupt our business, 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. Governments could requisition vessels in our Combined Fleet during a period of war or emergency, which may negatively impact our business, financial condition, cash flows, results of operations, available cash and ability to pay dividends. 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. Though we may be entitled to compensation in the event of a requisition or one or more of the vessels in our Combined Fleet, the amount and timing of such payment would be uncertain. 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. Technological innovation could lower our vessel utilisation, reduce our charter rates and/or reduce the value of our Hafnia Vessels and JV Vessels. 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 utilisation, charter rates for the vessels in our Combined Fleet and the resale value of our Hafnia Vessels and JV Vessels. Similarly, if technologically advanced vessels are needed to comply with environmental laws, the necessary investment, along with the foregoing factors, could have a material adverse effect on our results of operations, cash flow, available cash, and the resale value of vessels. Global climate change may increase the frequency and severity of weather events and the losses resulting therefrom, which could have a material adverse effect on the economies in the markets in which we operate or plan to operate in the future and therefore on our business. Over the past several years, changing weather patterns and climate 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, 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. Increasing scrutiny and changing expectations from investors, lenders, regulators, and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies and disclosure requirements may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their ESG policies and disclosure requirements. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants have been increasingly focused on ESG practices, especially as they relate to environmental health and safety, diversity, labour conditions and human rights, 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 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 ordinary shares, resulting in direct or indirect material and adverse effects on our business and financial condition. 19 Table of Contents In the EU, rules and regulations have been and are being developed requiring companies to further report on their corporate sustainability. Among these rules is the Corporate Sustainability Reporting Directive (“CSRD”). The CSRD requires 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. The specific information to be reported is set out in the European Sustainability Reporting Standards. The CSRD applies 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. Norway has implemented the CSRD into national law, with the CSRD to take effect in Norway at the same time as in the EU. In February 2026, the EU adopted an omnibus I simplification package (“Omnibus I”) which will restrict the scope of the CSRD to companies with more than 1,000 full-time employees and a minimum net turnover of EUR 450 million. As of the date of this Annual Report, Omnibus I has not been implemented in Norway. In addition to the CSRD, the directive on corporate sustainability due diligence directive (the “CSDDD”) entered into force and must be transposed into national law by EU member states by July 2028, and would be expected to become applicable from mid-2029. The CSDDD will require companies to undertake due diligence on the company’s own operations, their subsidiaries, and where related to their value chain(s), those of their business partners. As a result of Omnibus I, the CSDDD will only apply to very large companies, meaning those with more than 5,000 full-time employees and a global net turnover of at least EUR 1.5 billion. We are, due to our listing on the Oslo Børs in Norway, subject to the CSRD, the EU Taxonomy Regulation (“EU Taxonomy”), and may in the future become subject to the CSDDD depending on how the CSDDD is implemented into law in Norway and whether we exceed the thresholds set out in the CSDDD. Although the scope of companies subject to the CSRD has been reduced by Omnibus I, we expect to continue to be subject to the CSRD in the future. The EU Taxonomy is a classification scheme that translates the environmental objectives of the European Union into criteria to be used in the determination of whether an economic activity can be considered environmentally sustainable. 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 EU and Norwegian 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 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. Members of the investment community are also increasing their focus on ESG disclosures, including disclosures related to GHG 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. 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. Conversely, in recent years, “anti-ESG” sentiment has gained momentum across the United States, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives, or issued related legal opinions, and the U.S. President having recently issued an executive order opposing diversity, equity, and inclusion (DEI) initiatives in the private sector. In 2025, the Securities and Exchange Commission’s (the “SEC”) voted to end its defense of climate-related disclosure rules that the SEC adopted in March 2024, which were facing judicial review in a number of court challenges and ultimately under consideration by the U.S. Court of Appeals for the Eighth Circuit. It is unlikely that the proposed rules in any form will become effective. However, if climate-related disclosure rules do become effective in the future, although the ultimate form and substance of these requirements are not yet known, they may result in additional costs to comply with any such disclosure requirements. 20 Table of Contents Anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in us facing additional compliance obligations, becoming the subject of litigation, investigations, and enforcement actions, or sustaining reputational harm, any of which could have a material negative effect on our financial condition. Therefore, to the extent we take actions that are seen as positive by some investors, other investors may take issue with such actions or face regulatory pressure to refrain from investing in or divesting from our business. As we are listed in both Norway and the United States, we may become subject to conflicting requirements. There is a risk that we may be obligated to take certain actions, for example in relation to ESG, which could expose us to litigation, investigations, or enforcement actions in other jurisdictions. From time to time, in alignment with our sustainability priorities, we may establish and publicly announce goals and commitments with respect to certain ESG items, such as maritime decarbonisation. 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 organisations that provide information to investors on corporate governance and related matters have developed rating processes to evaluate companies’ approach to ESG. Such ratings are used by some investors to inform their investment and voting decisions. Unfavourable ESG ratings and recent activism aimed 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 negatively impact our access to and costs of capital. Potential labour disruptions could interfere with our operations and have an adverse effect on our business. As at December 31, 2025, we had more than 4,500 seafarers employed on Hafnia Vessels directly by us or through external technical managers, and a total of more than 4,800 employees onshore and off-shore. The majority of our seagoing staff is represented by labour unions under collective bargaining agreements in their home countries, which include several jurisdictions. 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 risk of potential material labour disputes and disruption of our operations associated with the negotiation and renegotiation of such agreements. Future labour disputes and/or adverse employee relations may materially affect our operations and reputation. Further, we believe we comply with the International Maritime Labour Convention (“MLC”) regarding seagoing staff, but, given the uncertainty around interpretation of the MLC and the local legislation that enacts it in various countries, there are risks associated with compliance. 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 operations and reputation. Compliance with international safety regulations and other vessel requirements verified by classification societies may be costly. Noncompliance with such regulations and requirements could adversely affect our business, financial condition, and results of operations. The operation of our Combined Fleet is affected by 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. The hull and machinery of every commercial vessel must be classed by a classification society authorised by the vessel’s flag state. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the flag state and SOLAS. Failure to comply with the ISM Code, including if any vessel does not maintain its class and/or fails any survey, depending on the nature and severity of the noncompliance, may result in the vessel facing restrictions in trading or being off-hire, may subject us to increased liability or invalidate or decrease insurance coverage for the vessel and may result in a denial of access to, or detention in, certain ports. Any such events could negatively 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. Our operations need to comply with the ISM Code, the International Ship and Port Facility Security Code (the “ISPS Code”), and national security regulations such as the U.S. Maritime Transportation Security Act of 2002. Furthermore, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations. Port authorities or other authorities may carry out security and customs inspections affecting vessels in our Combined Fleet, which could result in the seizure of cargo or vessels, delays, or fines. 21 Table of Contents If the vessels in our Combined Fleet are determined to be noncompliant with security or customs regulation or other applicable regulation or we fail to obtain such permits, licenses, certificates and financial assurances as required by relevant authorities, we may be prohibited from trading in certain ports and our business, future performance, results of operations, cash flows and financial position may be adversely affected. Changes to applicable security, customs, and other regulations and changes to inspection procedures could impose additional financial and legal obligations on us or 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. 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. We cannot 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. 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. Risks Related to Our Business Operation and management of a chemical and product tanker fleet involves a high degree of risk. 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 resulted in missile attacks on commercial vessels in the Black Sea, the conflict between Israel and Hamas resulted in Houthi forces attacking vessels in the Red Sea and the United States and Israel’s military intervention in Iran has resulted in strikes on vessels in the Red Sea and Arabian Sea and a closure of the Strait of Hormuz. See “— Risks Related to Our Industry – Disruptions to shipping in the Red Sea and, Arabian Gulf and Strait of Hormuz in connection with the conflict between Israel and Hamas and the conflict between the United States, Israel and Iran or other disruptions to commonly used trading routes could have a negative effect on our operations, business, cash flows, financial condition, and results of operations” above for more information on the disruptions to shipping in the Red Sea, Arabian Gulf and Strait of Hormuz. 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. In addition, the operation of tankers has unique operational risks associated with the transportation of chemical and petroleum products. A spill of such products 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. In recent years, particularly following the implementation of wide-ranging sanctions on the shipping industry, including sanctions on Russia and on the transportation of certain Russian products introduced as a result of the war between Russia and Ukraine, the so-called ‘dark fleet’—comprising vessels that operate outside maritime regulations—has grown significantly. Vessels in the ‘dark fleet’ may be sanctioned or may be operating in breach of applicable sanctions, may be operated in violation of safety and environmental regulations and standards, may be old and poorly maintained, may have inadequate or no insurance, and may have unclear ownership. Because many of these vessels are poorly maintained and operated, the likelihood of incidents and accidents increases, including collisions and other accidents that could involve vessels operating lawfully. In some cases, there is a risk that vessels in the dark fleet turn off their AIS transponders or navigation lights, making it difficult or impossible for others to detect their location. This risk is especially significant if a vessel in the dark fleet is uninsured, as there may be no cover for damage caused by an incident or accident. An incident or accident involving a dark fleet vessel that affects a vessel in our Combined Fleet could result in death or injury to persons, damage to the vessels, and environmental harm, which could in turn have a material adverse effect on our results of operations, financial condition, and cash flow. 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. 22 Table of Contents 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 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, for example, 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. The vessels in our Combined Fleet may be obligated to deviate from their tasks and conduct salvage operations. Such a salvage operation may prove costly in terms of time and resources, and can thus be a substantial burden on 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 that 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. There is a risk that third parties may engage in criminal activities involving our vessels, for example, by attempting to smuggle drugs or other contraband aboard, with or without our crew’s knowledge. If such contraband is discovered or if our vessels are otherwise affected by criminal activity, we could face reputational damage and regulatory or governmental claims, including the risk of forfeiture of the vessel on which contraband has been found, which may materially affect our business, financial condition, cash flows, and results of operations. We have in the past acquired 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 provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us, and a second-hand vessel may have conditions or defects that we were not aware of. Additionally, we generally do not receive the benefit of warranties from the shipyard for the second-hand vessels we acquire. All chemical and product tanker companies will be exposed to the risks outlined above. However, we own and operate a considerable fleet, both in absolute and relative terms. The sizable fleet allows us to benefit from long-term planning and optimisation of operational performance, risk management, drydocking, and regulatory changes. Regardless, the risks presented could materially and adversely affect our results of operations and business. International, regional, and local competition rules and regulations for the shipping industry may adversely affect our business, financial condition, and results of operations. Part of our strategy has been to grow our Hafnia Fleet through acquisitions and newbuilds. Our Combined Fleet constituted approximately 5% of the global chemical and product tanker fleet as at December 31, 2025, when compared with the worldwide total clean product tanker fleet deadweight tonnage as at March, 2026, as further detailed in “Item 4. Information on the Company – B. Business Overview – Industry”. Any expansion must comply with anti-trust and competition rules, potentially requiring filing for clearances and approvals that may not be available, may be delayed, or may result in a transaction being prohibited or permitted with conditions that may be unacceptable. There can be no assurance that any such transactions will be approved or consummated, which may hinder our growth opportunities or result in penalties from regulatory authorities. We may in the future experience difficulties in employing and retaining the personnel required to maintain and develop our business, and a shortage of relevantly skilled personnel in the future may have material adverse consequences for our operations, business, and financial condition. We require highly skilled personnel, both onshore and offshore, 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 may be affected 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 be able to identify and employ suitable replacements in the future. 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. 23 Table of Contents We may additionally experience difficulties in employing technically skilled officers. 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 predetermined standards for vessel operators, including service time and shipping sector experience. The demand for technically skilled officers has increased, leading to a shortage of such personnel. 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. Additionally, changes to international and national rules of employment may have a material impact on our 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, cash flows, and financial position. We may have difficulty managing our growth, if any, properly. We have and may continue to grow by expanding our operations and adding to our Hafnia Fleet. Any future growth will 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 vessels or businesses. The expansion of our business, if any, may impose significant additional responsibilities on our management and employees. The number of employees that perform services for us, and our current operating and financial systems, may not be adequate if we expand our business, 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 amortisation payments), or entry into other financing arrangements, which could, among other things, reduce our available cash. If any such events occur, our business, reputation, 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. We cannot give any assurance that we will successfully execute any growth plans or that we will not incur significant expenses and losses in connection with our future growth. An increase in operating expenses and voyage expenses could have a material adverse effect on our results of operations and cash flows. Vessel operating expenses include 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 that 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 December 31, 2025, we had three 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. Further, as at December 31, 2025, we had 32 Hafnia Vessels, JV Vessels (excluding one newbuild), 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, 2025, 91 out of 123 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 fuel prices may adversely affect our profitability and 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 we can pass increased costs to customers and gain a competitive advantage from higher 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 are unpredictable and fluctuate based on events outside our control, including geopolitical developments, such as, but not limited to, the ongoing war between Russia and Ukraine and the conflict between Israel and Hamas, actions by OPEC, and other oil and gas producers, war and unrest in oil-producing countries and regions, regional production patterns and environmental concerns. In recent years, our operating expenses and voyage expenses have also been influenced by rising inflation 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 between 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 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 ordinary shares. 24 Table of Contents Breakdowns in our information technology, including as a result of cyberattacks, disruptions, failures, or security breaches may negatively impact our business, including our ability to service customers, and may have a material adverse effect on our future performance, results of operations, cash flows, and financial position. Our ability to operate our business and service our customers is dependent on the continued operation of our information technology (“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 those vessels 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 a 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 publicising, selling, or any other 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 can provide absolute security against compromise though they were 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. 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 a 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 proceedings, including regulatory investigations and actions, attendant legal fees, as well as potential settlements, judgments, and fines. Moreover, cyberattacks 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 a threat and any potential impact on our business. Furthermore, vessels’ GPS systems are subject to the risk of attacks, including the risk of hacking of GPS systems, potentially leading to disruptions of navigational functions or false information, GPS jamming affecting vessels and rendering a vessel’s navigation systems ineffective, and GPS spoofing, where false GPS signals are sent to mislead a vessel’s navigational systems. GPS jamming and GPS spoofing have been observed mainly in high-risk areas, such as the Red Sea, Black Sea, Gulf of Finland, Novorossiysk and Crimea, South Korea’s West Coast, Arabian Gulf, Strait of Hormuz, and Gulf of Oman. If the GPS attack is not identified by the vessel’s crew, there is a risk of navigational errors and maritime accidents. Additionally, there is a growing trend and development in the use of Artificial Intelligence (“AI”) technologies, notably generative AI. Internally, policies and guidelines have been put into place to educate and govern the appropriate use of AI tools. We have a dedicated IT team to oversee the governance and integration of AI across our systems. At this stage, we do not expect the use of AI to pose an increased risk to our industry or 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. For information on our cybersecurity policies, please see “Item 16K. Cybersecurity”. 25 Table of Contents Recent actions 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 to combat cybersecurity threats. By IMO resolution, administrations have been encouraged to ensure that cyber-risk management systems are incorporated by shipowners and managers in 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, and in January 2025, the U.S. Coast Guard published a final rule, Cybersecurity in the Marine Transportation System, which became effective July 16, 2025. Under this rule, U.S.-flagged vessels, outer continental shelf facilities, and facilities subject to the U.S. Maritime Transportation Security Act are required to develop Cybersecurity and Cyber Incident Response Plans, designate a Cybersecurity Officer to implement plans, and to report certain cyber incidents to the National Response Center. 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 its second Network and Information Security (NIS2) directive. This directive may have an impact on our business and may require us to incur additional expenses and take measures in order to enhance our cybersecurity. If we are not in compliance with applicable rules, we may be subject to penalties for noncompliance. As at the date of this Annual Report, there has been no monetary impact from complying with NIS2. The market values of our Hafnia Vessels and JV Vessels may fluctuate substantially, potentially leading to impairment charges, losses upon the sale of a vessel, or other material adverse effects on our business, financing agreements, or financial condition. We have a significant chemical and product tanker fleet. The value of these chemical and product tankers 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 market values of vessels have generally experienced high volatility. In the past decade, market values were relatively low through 2021, then significantly improved in 2022 and 2023 before declining again in the second half of 2024. Market value of vessels subsequently began to recover in the second half of 2025, and continued into 2026. It is uncertain and unpredictable how the above-mentioned factors will impact the value of our Hafnia Vessels and JV Vessels in both the short term and 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. 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. 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, 2025, 2024, and 2023. See “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Our Fleet – Illustrative comparison of excess of carrying amounts over estimated charter-free market value of certain Hafnia Vessels” for information on the carrying value of our vessels. We recorded an aggregate gain of $12.24 million, $28.52 million, and $56.09 million as a result of the disposal of assets for the years ended December 31, 2025, 2024, and 2023, respectively. See Notes 2 and 7 of our Consolidated Financial Statements included in Item 17 of this Annual Report. We cannot assure you that we will not recognise impairment losses in future years. Additionally, if the market values of our Hafnia Vessels decline, it could restrict the amount of funds we can borrow, or we may not comply with certain financial covenants contained in our current or future credit facilities. If we fail to comply with financial covenants in credit facilities and we cannot remedy the breach, we may be required to prepay debt, and we may be in default of such agreements, which could entitle our lenders to accelerate our debt and foreclose on our Hafnia Vessels. 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. Furthermore, 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 make investments in companies and/or projects in the shipping industry and companies and/or projects not in the shipping industry. We cannot assure you that we will make a return on these investments, and the underlying projects may be delayed or may fail entirely. 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 or develop our core business in the short, 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, for example, the development of a product, service, and/or production facility. These underlying projects may be delayed or may fail entirely. In 2025, we launched Seascale Energy, a marine fuels joint venture with Cargill. For further information about Seascale Energy, please refer to “Item 4. Information on the Company – A. History and Development of the Company – Seascale Energy”. There can be no assurance that we will make a profit or that Seascale Energy can compete with other marine fuel providers in the market. There is a risk that Seascale Energy could be negatively affected by a reduction in the demand for marine fuels or other changes to the supply and demand for marine fuel services. 26 Table of Contents We have purchased approximately 13.97% of TORM plc for investment purposes and are evaluating potential strategic purposes. There can be no assurance that we and TORM plc will pursue, enter, or consummate a potential transaction, and there are several risks associated with the negotiation, completion, and timing of any potential transaction. On September 11, 2025, we entered into a sale and purchase agreement with OCM Njord Holdings S.a.r.l. for the acquisition of 14,156,061 Class A Shares of TORM plc (“TORM”, CSE ticker code “TRMD A”, NASDAQ ticker code “TRMD”) for the price of USD 22 per share or USD 311,433,342 in aggregate. The acquisition was completed on December 22, 2025. Please refer to “Item 4. Information on the Company – A. History and Development of the Company – Acquisition of shares in TORM plc” for further information on our acquisition of shares in TORM. As disclosed in the Schedule 13D filed with the SEC on December 22, 2025 and as further detailed in “Item 4. Information on the Company – A. History and Development of the Company – Acquisition of shares in TORM plc”, we have acquired shares for investment purposes and believe consolidation is positive for the tanker industry generally and for the shareholders of both Hafnia and TORM. We are evaluating potential strategic opportunities involving our investment in TORM. There can be no assurance that we and TORM will pursue, enter into or consummate a potential transaction and there is a risk of potential adverse reactions or changes to business relationships resulting from any announcement, pursuit or completion of a potential transaction, or a decision not to pursue a potential transaction, uncertainties as to the timing of a potential transaction, risk of adverse effects on our share price resulting from any announcement, pursuit or consummation of a potential transaction or any failure to pursue or complete a potential transaction and competitive responses to any announcement or consummation of a potential transaction. Further, there is a risk that if a potential transaction is pursued, regulatory or other approvals required to complete a potential transaction are not obtained, or are obtained subject to terms and conditions that are not anticipated and that there is a risk of changes in general economic and/or industry-specific conditions which could affect us and/or TORM and/or the prospects of any potential transaction. Many of these factors are outside of our control and it is noted that there can be no assurances as to future performance of Hafnia or TORM, that any discussions will result in a proposal, agreement or transaction, nor as to the terms, timing or likelihood of any such transaction proceeding, nor of the potential return of our investment in TORM nor the business prospect following a business combination transaction, if, any. See “—We may have difficulty managing our growth, if any, properly.” Increased levels of competition in the chemical and product tanker industry could adversely affect our business. Competition for the transportation of chemical and petroleum 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 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. We will be required to make substantial additional capital expenditures in order to maintain the quality and operating capacity of our Hafnia Vessels, to acquire new vessels to replace our existing vessels before or at the end of their useful lives, and in the event that we should decide to expand the number of vessels in our Hafnia Fleet. If we do not set aside funds or are unable to borrow or raise funds in the future, or if we are unable to correctly time our capital expenditures, it may adversely affect our revenue, business, results of operations, financial condition, and available cash. 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. The cost of drydocking a vessel depends on several factors, including the size, type, 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 modernisation of the vessel. The cost of repairs is unpredictable, may be substantial, and may not be covered fully by insurance. The damage to or total loss of any of the Vessels in our Hafnia Fleet could harm our reputation as a safe and reliable vessel owner and operator, and damage to vessels in our Hafnia Fleet may negatively impact our business, financial condition, results of operations, and available cash. While vessels are undergoing maintenance, modernisation, or repairs, and if our Hafnia Vessels or JV Vessels have to travel to a drydocking facility that is not conveniently located to the vessels’ positions, we will not earn revenue from these vessels. Any unexpected drydocks would negatively affect our vessel utilisation and increase our operating costs. 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. 27 Table of Contents Generally, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. We cannot assure you that, as our Hafnia Vessels and JV Vessels age, market conditions will justify the necessary capital 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. We may furthermore be required to perform extraordinary maintenance or modernisations to ensure our Hafnia Vessels’ and JV Vessels’ compliance with regulatory requirements. In recent years, we have seen an escalating number of measures that have required extraordinary capital expenditures and increased operating costs, such as recent requirements relating to ballast water treatment systems. As a result, regulations and standards and ensuing increased capital expenditures and operating costs could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to pay dividends. 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. 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. Additionally, we may seek to strategically divest vessels to renew our Hafnia Fleet or to otherwise support our business strategy and our business. The market prices of newbuilds and second-hand vessels fluctuate due to several factors, including factors outside of our control. 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 are unable to fulfil our obligations under any memorandum of agreement or shipbuilding contracts, the sellers of such vessels may be permitted to terminate such contracts, we may forfeit pre-payments, and may be exposed to lawsuits for, among other things, any outstanding balances. If we do not generate or reserve enough cash from operations to pay for our capital expenditures, such as for the maintenance and modernisation 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. Any funds set aside for vessel maintenance, modernisation, repairs, and replacement will reduce available cash. If we are unable to fund our capital expenditures from operations or secure financing, it may have a material adverse effect on our results of operations, competitive position, future performance, results of operations, cash flows, and financial position. We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations, financial condition, and cash flows. We have entered into, and may enter into in the future, contracts material to our operation and business, including, without limitation, charter parties and pooling agreements relating to the vessels in our Combined Fleet, newbuild contracts, financing agreements, technical management agreements, joint venture agreements, and other agreements. Such agreements expose 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 factors beyond our control and may include, among other things, general economic or political conditions, the condition of the maritime industry, and the financial condition of the counterparty. Although we assess the creditworthiness of our counterparties, prolonged difficult industry conditions could affect a counterparty’s liquidity, increasing our exposure to credit risks and bad debts. Should a counterparty fail to honour its obligations or attempt to renegotiate our agreements, we could sustain significant losses which may adversely affect our business, financial condition, results of operations, cash flows, and ability to pay dividends. Although we may have rights against our counterparties 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. 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 governance of such companies. Should a counterparty fail to honour its obligations or have plans for any such company that do not align with our plans, it may negatively affect our business, financial condition, reputation, results of operations, and cash flows. 28 Table of Contents 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 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 agreements or charterers may not be able to pay us in accordance with our agreement. Furthermore, it is possible that charterers may be affected by geopolitical events and/or consequences hereof such as sanctions and changes to the commodities markets. If charterers fail to meet their obligations to us or attempt to renegotiate our agreements, securing alternative employment for the vessel may be difficult or impossible, and any substitute employment secured may be at lower rates. As a result, we could sustain significant losses adversely affecting our business, financial condition, results of operations and cash flows, as well as our ability to pay dividends. 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 become insolvent, we may be liable for the claims relating to the Pool Vessels. Such claims could materially and adversely affect our business, financial condition, results of operations, and cash flows. As at December 31, 2025, external technical managers were responsible for 57 of our 114 Hafnia Vessels and JV Vessels (excluding one newbuild). Technical managers are generally responsible for crewing, maintenance, and repair services, and their ability to render the agreed services may be dependent in part on their financial strength. We may have little advance warning of financial or other problems affecting our external technical managers. If these managers cannot provide the agreed services, we may face operating delays, and our business, financial condition, cash flows, and results of operations could be adversely affected. 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. If we lose or fail to maintain these relationships and if we cannot enter into new relationships on commercially reasonable terms, or at all, we may lose customers or experience delays or slowdowns which could result in a loss of revenue or inability to execute our contracts in a timely manner and could materially and negatively affect our business and our operations, including our ability to retain and service our customers, financial condition, cash flows and results of operations. We and our joint ventures have in the past and may in the future order newbuilds. As at the date of this Annual Report, we have eight vessels on order with shipyards. We are, and if in the future we order additional newbuild vessels we will be, exposed to the risk of failures, extra cost, delays, technical, quality or engineering problems and other counterparty risks. Challenges affecting the shipyards from which we may order newbuilds may affect the timely delivery of newbuilds. Generally, we will obtain refund guarantees as security for pre-delivery instalments paid to the shipyard, but we cannot be sure that these, or any other measures we may take, will fully mitigate the risks relating to ordering newbuilds. A 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, claims from charterers, renegotiation of terms, delayed renewal of our Hafnia Fleet and consequent deterioration of our competitive position, any of which could have a material adverse effect on our future performance, results of operations, cash flows and financial position. Newbuild construction is subject to risks that could cause delays, cost overruns or cancellation of our newbuild contracts. As of April 3, 2026, we were party to a newbuild contract with a South Korean shipyard for the construction of eight MR newbuild product tankers, which are expected to be delivered to us between the third quarter of 2028 and the second quarter of 2029.If we fail to make any or all of the installment payments required under the contract, we may not take delivery of these vessels and we may forfeit all or a portion of the down payments we have then 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 delivery of such vessels or vessels that we may acquire in the future could be delayed, not completed or cancelled, which would delay or eliminate our expected receipt of revenues from the employment of such vessels. In addition, shipyards or sellers could fail to deliver vessels to us as agreed, or we could cancel a purchase contract because such shipyard or seller has not met its obligations. If the delivery of any vessel is materially delayed or cancelled, especially if we have committed the vessel to a charter for which we become responsible for substantial liquidated damages to the customer as a result of the delay or cancellation, our business, financial condition and results of operations could be adversely affected. In addition, in the event that a shipyard does not perform under its respective contracts and we are unable to enforce certain refund guarantees with third party banks for any reason, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows. 29 Table of Contents Insurance may be difficult to obtain and, if obtained, may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry. Inherent in the operation of any ocean-going vessel is a potential risk of major losses and liabilities, including death or injury to persons, property damage, loss of property, and business interruptions due to political unrest, hostilities, labour strikes, and boycotts. The transportation of chemical and petroleum products is subject to the risk of pollution and environmental damage. Various casualties, accidents and other incidents, including an oil spill or emission of other environmentally hazardous agents from a vessel, may occur during the operation of the vessels in our Hafnia Fleet and 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. Any such events could result in significant financial losses and liabilities for us. We carry insurance to protect against the majority of the accident-related risks involved in our business and operations, including ‘hull and machinery’ (“H&M”) insurance and ‘protection and indemnity’ (“P&I”) insurance. However, incidents may occur where we are not adequately insured, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay claims, or our insurance may be voidable if we take, or fail to take, actions, such as failing to maintain vessel relevant certification with maritime regulatory organisations. Furthermore, insurance costs may increase due to unforeseen incidents or events beyond our control, including changes in regulation, adverse market conditions, and increased geopolitical tensions, which may affect the cost of insurance and the availability of insurance coverage on commercially acceptable terms or at all, or may lead to insurers offering reduced or restricted coverage for certain losses. Any significant uninsured or under-insured loss or liability could have a materially adverse effect on our results of operations, cash flows, financial condition, and our available cash. Because we obtain some of our insurance through protection and indemnity clubs (“P&I Clubs”), we may be subject to increased premium payments, or calls, in amounts based on our claim records, the claim records of our managers, and other members of the P&I Clubs through which we receive insurance coverage for tortious liability, including pollution-related liability. In addition, our P&I Clubs may not have enough resources to cover claims against them or to maintain their solvency threshold/liquidity ratio. Our payment of these calls could result in significant expense for 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. Failure to comply with the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the Prevention of Corruption Act 1960 of Singapore or other applicable anti-bribery regulations, anti-corruption regulations, anti-money laundering regulations or any other laws affecting our operations could result in fines, criminal penalties or contract terminations and could have an adverse effect on our business, reputation, and financial condition. 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, and the Prevention of Corruption Act 1960 of Singapore (“PCA”). We may also be subject to other anti-corruption and anti-bribery regulations in countries where we do business, and we need to comply with such regulations under contractual arrangements, particularly financing agreements. We, as well as our customers, suppliers, and commercial partners, operate in jurisdictions where there is a risk of potential violations of anti-corruption and anti-bribery 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, FCPA, PCA, or other anti-corruption and anti-bribery regulations. 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. 30 Table of Contents 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, 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. If we fail to comply with data privacy laws, we could be exposed to financial and reputational risk and the risk of litigation or fines. We are subject to data protection and privacy regulations in certain countries in which we operate. The application of such regulation may be uncertain and it is possible that these regulations may be interpreted and applied in a manner that is inconsistent with our data privacy practices. In Singapore, the Personal Data Protection Act 2012 of Singapore (“PDPA”) comprises requirements governing the collection, use, disclosure and care of personal data in Singapore and prescribes data protection obligations, including obligations relating to the transfer of personal data and notification of data breaches. Noncompliance with the PDPA may lead to fines of up to the higher of SGD 1 million or 10% of annual turnover in Singapore. In the EU, the General Data Privacy Regulation (“GDPR”) governs data collection, use, and sharing of data and related consumer privacy rights. The GDPR includes significant penalties for noncompliance, including fines up to the higher of EUR 20 million and/or 4% of global annual revenue. Within the last five years, we have experienced one data breach, which was reported to the relevant authorities. We have not experienced any consequences as a result of the breach. We may in the future experience data breaches, and such data breaches or other breaches of personal data and privacy regulation could have an adverse impact on our operations, business, reputation, and financial condition. Complying with various, potentially disparate, laws may be difficult and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Furthermore, any changes in applicable 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. We are, to a certain extent, dependent on the Pools, and termination or a withdrawal of a majority of the pool participants may adversely 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 utilisation. Under the respective pool agreements, the earnings allocated to vessels in a pool 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. Risks Related to Our Company, Organisation, and Structure We depend on our subsidiaries to distribute funds to us. We are a holding company, and our subsidiaries (wholly-owned or partially-owned directly or indirectly by us) and joint venture companies 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. If our subsidiaries are not able to generate profits or are restricted from distributing funds to us as a result of applicable laws and regulations, restrictive covenants in financing arrangements, or the subsidiaries’ or joint ventures’ financial condition, we may be unable to pay our creditors or pay dividends to our shareholders. A payment default by any of the subsidiaries or joint ventures on any financing arrangement could have a material adverse effect on our business, results of operations, cash flow, and financial condition. We derive a significant portion of our revenue from our top five customers, and the loss or default of any such customers could result in a significant loss of revenue and adversely affect our business. We have a high customer concentration, with our top five customers accounting for a significant share of our revenue. For the year ended December 31, 2025, revenue from our top five customers (by group) represented 30% of our total revenue. None of our customers (by group) each represented 10% or more of our revenue for the year ended December 31, 2025. 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. 31 Table of Contents Our major shareholder, currently BW Group Limited, may have interests that are different from our interests and the interests of our other shareholders. BW Group Limited (“BW Group”), a company owned by corporate interests associated with the Sohmen family, is, as at the date of this Annual Report, a major shareholder holding approximately 45% of the issued and outstanding shares in Hafnia Limited, as further described in “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders.” Certain members of our Board of Directors and certain members of our board committees are associated with BW Group, employed by BW Group, and/or hold positions on the board of directors or board 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 ordinary shares, they will be able to 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, as long as such shareholders continue to own a significant percentage of our ordinary 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 ordinary shares as part of a sale of our company and ultimately might affect the market price of our ordinary shares. BW Group and its 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 Annual Report, none of our shareholders (individually or as a group) own 50% or more of the voting power for the election of our directors. Therefore, we do not qualify as a “controlled company” under the NYSE Continued Listing Standards and are not eligible to take advantage of the controlled company exemption to opt out of certain corporate governance requirements. We are a Singapore company, and the rights of our shareholders may differ from the rights and protections typically offered to shareholders of a U.S. corporation organised in Delaware. We are a Singapore public company limited by shares. The rights of holders of our shares are governed by Singapore law, including the provisions of the Companies Act 1967 of Singapore (“Singapore Companies Act”) and by our Constitution. 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 Exhibit 2.2 “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934”. We have anti-takeover provisions in our Constitution that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent the replacement or removal of the members of our Board of Directors. The Constitution of Hafnia Limited (our or the “Constitution”) contains provisions that could make it more difficult for a third party to acquire us without the consent of our Board of Directors. These provisions include: • restrictions, with certain exceptions, on business transactions with “interested shareholders” (as defined in our Constitution) for a period of three years from the date a shareholder qualifies as an interested shareholder; • restrictions on the time period in which directors may be nominated; • an affirmative vote of 75% of our voting shares for certain “business combination” transactions, including certain mergers and amalgamations, if such “business combination” or merger or amalgamation has not been approved by our Board of Directors; and • an exclusive jurisdiction clause. 32 Table of Contents 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. The Singapore Code on Take-Overs and Mergers (the “Singapore Take-over Code”) applies to us as a result of our Singapore legal domicile. On April 30, 2024, the Securities Industry Council (“SIC”) waived the application of the Singapore Take-over Code to us, subject to certain conditions. On January 15, 2026, the SIC confirmed the continued waiver of the application of the Singapore Take-over Code to us, subject to certain conditions. Pursuant to the said waiver, except in the case of a tender offer (within the meaning of U.S. securities laws) where the Tier I Exemptions set forth in Rule 14d-1(c) of the Securities Exchange Act of 1934 are available and the offeror relies on the Tier I Exemptions to avoid full compliance with U.S. tender offer regulations, the Singapore Take-over Code shall not apply to us. For a detailed description of the anti-takeover provisions in our Constitution and the Singapore Take-over Code, see Exhibit 2.2 “Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934”. It may be difficult to serve process on or enforce a U.S. judgment against us, our officers, our directors, and the experts named in this Annual Report because we are a Singapore company. We are a Singapore public company limited by shares. Our directors and officers and certain of the experts named in this Annual Report are located outside the United States, and a substantial portion of our assets and the assets of the aforementioned persons are located outside 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 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 not certain whether courts in Singapore will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers or the experts under the securities laws of those jurisdictions or entertain actions in Singapore against us or our directors or officers or the experts under the securities laws of other jurisdictions. The United States and Singapore do not currently have a treaty providing for the reciprocal 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 (including those under federal and state securities laws permitting punitive damages against us and our directors or officers) or elsewhere may be unenforceable in Singapore. Holders of book-entry interests in our ordinary shares (for example, where shareholders hold ordinary shares indirectly through a nominee, in our case, Cede & Co which is a nominee of The Depository Trust Company) will be required to be registered members in our register of members in order to have standing to bring an action and, if successful, to enforce a judgment against us, our directors or our executive officers in the Singapore courts. Any such action would be subject to applicable Singapore laws. The administrative process of becoming a registered member could result in delays that could be prejudicial to any legal proceeding or enforcement action. The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict. 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, reorganisation 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 Constitution contains an exclusive jurisdiction provision applicable to certain types of actions. This exclusive jurisdiction provision could limit the ability of our shareholders to obtain a favourable judicial forum for disputes against us or our directors or officers. Our Constitution contains an exclusive jurisdiction provision which designates 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 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. 33 Table of Contents We believe that the exclusive jurisdiction provision in our Constitution benefits us by providing increased consistency in the application of the Securities Act and Exchange Act in the U.S. federal court and increased consistency in the application of Singapore law 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, constitutions and bye-laws has been challenged in legal proceedings. There is a risk that a court could find the exclusive jurisdiction provision in our Constitution 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 a designated applicable forum will not be set aside because of the exclusive jurisdiction provision in our Constitution. If the exclusive jurisdiction provision in our Constitution is set aside, we may incur additional costs associated with resolving such action in jurisdictions other than the jurisdictions set out in the exclusive jurisdiction provision, which could adversely affect our business, financial condition, and results of operation. Risks Related to Our Indebtedness Our future capital needs are uncertain, and we may need to raise additional funds in the future. We may face liquidity issues if poor market conditions in the chemical and product tanker market occur 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 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 and customer requirements. 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: • our financial performance; • our credit rating; • the liquidity of the overall capital markets; • Singapore, United States, Norwegian, and global economies; • general economic conditions and other contingencies and uncertainties beyond our control; and • the state of the chemical and product tanker market. 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. 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, our ability to continue to operate some or all of the vessels in our Hafnia Fleet may be limited, 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, results of operations and the market price of our ordinary shares. Even if we can obtain funds in the future, the terms of such financing agreements may limit our ability to pay dividends. 34 Table of Contents We have a significant amount of financial debt and servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose the vessels in our Hafnia Fleet. Our main financing arrangements are mostly secured fleet financing and, to a lesser extent, financing leases (sale and lease-back arrangements), working capital, and unsecured credit facilities. As at December 31, 2025, 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 $1,085.2 million and cash and cash equivalents (excluding cash retained in the commercial pools and restricted cash) of $103.6 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. In addition to our debt, we may, from time to time, guarantee debt incurred by our joint ventures. Our level of debt from time to time could have important consequences for us, including, but not limited to: • our ability to obtain additional financing for working capital, capital expenditures, vessel acquisitions or other purposes may be impaired or such financing may be unavailable on favourable terms; • our costs of borrowing could increase as we become more leveraged; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, reducing the funds that would otherwise be available for operations, general corporate activities, future business opportunities, and dividends to our shareholders; • future creditors may subject us to limitations on our business and future financing activities, as well as certain financial and operational covenants, and such restrictions may prevent us from taking actions that otherwise might be deemed to be in the best interests of us and our shareholders; • our debt level could make us more vulnerable than our competitors with less debt to competitive pressures, a downturn in our business, or the economy in general; and • our debt level may limit our flexibility in responding to changing business and economic conditions in our business and the industry where we operate, or detract from our ability to successfully withstand a downturn in our business or the economy in general. 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. Our inability to service and repay our debt upon maturity and/or our inability to pay in accordance with guarantees provided in respect of debt incurred by our joint venture companies could have a material adverse effect on our future performance, results of operations, and financial condition. Our credit facilities and lease financing agreements contain covenants that may limit our ability to conduct certain activities, and further, we may be unable to comply with such covenants, which could result in an event of default under the terms of such agreements. Our credit facilities and lease financing agreements impose, and any future credit facilities and lease financing agreements 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: • pay dividends and make capital expenditures if we do not repay amounts drawn under our credit facilities or if there is another default under our credit facilities; • incur additional indebtedness, including the issuance of guarantees; • create liens on our assets; • change the flag, class or management of our Hafnia Vessels or JV Vessels (as applicable) or terminate or materially amend the management agreement relating to each vessel; • sell our Hafnia Vessels or JV Vessels (as applicable); • merge or consolidate with, or transfer all or substantially all our assets to, another person; • increase or reduce capital; 35 Table of Contents • be subject to a change of control; or • enter into a new line of business. 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 amounts of equity, (iv) specified levels of collateral coverage, and (v) specific maximum ratios of net debt to total assets or total capitalisation. 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. 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 20% or more of our issued share capital. We can give no assurance that BW Group will continue to hold a significant interest in us. Any mandatory prepayment as a result of such 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. 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 ordinary 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 (subject to a threshold amount being crossed). 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 Annual Report, we are in compliance with all covenants contained in our credit facilities and lease financing arrangements. We may be exposed to risk in relation to our use of derivative instruments. Our use of derivative instruments such as freight forward agreements (“FFA”), bunker hedging agreements, and interest rate hedging contracts could result in losses. FFAs 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. Bunker hedging agreements may be used to hedge the price of bunkers. Interest rate hedging contracts (including swaps, caps, and options) that are unsecured or secured by existing credit loan facilities may be entered into with 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 authorisation manual, approved by our Board of Directors, and in accordance with our internal financing and risk management policies. However, if we take positions in derivative instruments 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. 36 Table of Contents Risks Related to Tax A change in tax laws in any country in which we operate, including, but not limited to, the imposition of freight taxes, or disagreements with tax authorities could adversely affect us. 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 operations, our results of operations may be negatively affected and such taxes could decrease the earnings available for distribution to our shareholders. 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 interpretation of applicable tax laws differs from those of tax authorities, potentially 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. A change to the way in which our international shipping income is taxed in Singapore could have an adverse effect on our business and results of operations. 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 benefit from the Maritime Sector Initiative – Singapore Registry of Ships award (“MSI-SRS”) 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 either tax-exempt or taxed on an alternative basis calculated by reference to the net tonnage of the ships for qualifying shipping income. The MSI-SRS is an ongoing award that remains in effect for as long as a company owns and/or operates Singapore flagged vessel(s) for international shipping operations. By contrast, the MSI-AIS is a renewable award granted for ten-year periods. We currently benefit from both the MSI-SRS and the MSI-AIS. Our current MSI-AIS will expire on April 30, 2028, and we intend to apply for a further ten-year extension at that time. Renewal of the MSI-AIS is contingent on various factors. Among other requirements, we must demonstrate a business plan showing how our business can generate economic contributions in Singapore through business spending, employment, and the retention of strategic or commercial management functions in Singapore. We expect to be able to renew our MSI-AIS where relevant, unless there is a shift in Singapore government policy away from promoting and incentivising the maritime sector. If we do not continue to benefit from the MSI-SRS and/or the MSI-AIS regime, this may have adverse effects on our business, results of operations, and financial condition, and could decrease our earnings available for distribution to shareholders. We could be treated as or become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, which could have adverse U.S. federal income tax consequences to U.S. 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 service 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.” 37 Table of Contents We believe there is substantial legal authority supporting our position, consisting of case law and U.S. Internal Revenue Service (“IRS”) pronouncements concerning the characterisation of income derived from time charters and voyage charters as service income for other tax purposes. However, we note that there is also legal authority which characterises time charter income as rental income rather than service 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 ordinary shares, as if the excess distribution or gain had been recognised rateably over the shareholder’s holding period of our ordinary 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. We may become liable for taxes on U.S. sourced income, which would reduce our earnings. 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 ordinary shares (“5% Shareholders”) owned, in the aggregate, 50% or more of our outstanding ordinary 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 ordinary 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. We and certain of our subsidiaries have entered into and may in the future enter into internal agreements which must be at market value or on terms no more favourable than would have been agreed if the transaction was not conducted on an intra-group basis. 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 conducted 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. 38 Table of Contents Certain of our subsidiaries are incorporated in offshore jurisdictions and our operations may be subject to economic substance requirements, which could impact our business. We are a Singapore company. A majority of our subsidiaries are Singapore entities; however, certain of our subsidiaries are as at the date of this Annual Report 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. If jurisdictions in which we operate are put on the blacklist in the future, it could negatively impact our business. A loss of a major tax dispute or a successful tax challenge to the Group’s operating structure or to the Group’s tax payments, among other things could result in a higher tax rate on the Group’s earnings, which could result in a significant negative impact on its earnings and cash flows from operations From time to time, the Group’s tax payments may be subject to review or investigations by tax authorities of the jurisdictions in which the Group operates or in which its vessels call or have called (including but not limited to Singapore, Denmark, United States and other locations which our vessels call in). If any tax authority successfully challenges the Group’s operational structure, intercompany pricing policies or the taxable presence of its subsidiaries in certain countries, or if the Group loses a material tax dispute in any country or any tax challenge of the Group’s tax payments is successful, its effective tax rate on its earnings could increase substantially and the Group’s earnings and cash flows from operations could be materially adversely affected. There are, for instance, several transactions taking place between the companies in the Group and related companies, which must be carried out in accordance with arm’s length principles in order to avoid adverse tax consequences. There can be no assurance that the tax authorities will conclude that the Group’s transfer pricing policy calculates correct arm’s length prices for intercompany transactions, which could lead to an adjustment of the agreed price, which would in turn lead to increased tax cost for the Group. Risks Related to Ownership of Our Ordinary Shares Our share price has fluctuated in the past, has been volatile, and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses. 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. 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, shareholders may experience substantial losses on their investment in our ordinary shares. The market price for our ordinary 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 ordinary shares: • our operating and financial performance; • investor reactions to our business strategy; • actual or anticipated variations in our quarterly and annual financial results and financial indicators, such as net income, or those of companies that are perceived to be similar to us; • regulatory or legal developments in the United States, European Union, and other countries, especially changes in laws or regulations applicable to our industry; • market conditions in the shipping industry and particularly in the chemical and product tanker market; • general economic, industry and market conditions, including the prevailing economic and market conditions in the energy markets; 39 Table of Contents • geopolitical tension and developments, including but not limited to developments relating to sanctions and wars and armed conflicts affecting shipping and/or important infrastructure for the production or refinery of oil and petroleum products; • strategic actions by our competitors; • our continued compliance with the listing standards of the NYSE and Oslo Børs; • economic, legal, and regulatory factors unrelated to our performance; • mergers and strategic alliances in the shipping industry; • changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors; • changes in share price and stock market valuations affecting broadly companies on the stock exchanges on which we are listed; • the public reaction to our press releases, our other public announcements and our filings with the SEC; • our success or failure to meet the expectations of analysts, investors, lenders, and other market participants; • announcements concerning us or our competitors; • announcements or lack of announcements relating to potential transactions in connection with our investment in TORM; • changes in revenue or earnings estimates, or changes in recommendations or withdrawals of research coverage, by equity research analysts; • our ability or inability to raise additional capital and the terms on which we raise it; • the suspension of our dividend payments or changes in our dividend policy; • market and industry perception of our success, or lack thereof, in pursuing our growth strategies; • sales of our ordinary shares by us or our shareholders, or the anticipation of such sales; • introductions or announcements of new products offered by us or significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors and the timing of such introductions or announcements; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole and those resulting from geopolitical events, natural disasters, severe weather events, terrorist attacks and responses to such events; • our ability to effectively manage our growth; • speculation in the press or investment community; • the failure of research analysts to cover our ordinary shares; • whether investors or securities analysts view our share structure unfavourably, particularly any significant voting control of our executive officers, directors, and their affiliates; • changes in accounting principles, policies, guidance, interpretations, or standards; • additions or departures of key management personnel; • actions by our shareholders; • trading volume of our ordinary shares; • lawsuits threatened or filed against us; 40 Table of Contents • privacy or cybersecurity breaches, data theft or other security incidents or failure to comply with applicable data privacy laws, rules, and regulations; • our ability to obtain, maintain, protect, defend, and enforce our intellectual property; • the realisation of any risks described under this “Risk Factors” section; and • other events or factors, including those resulting from such events, or the prospect of such events, including marine disasters, war, armed conflict, piracy, terrorism and other international conflicts, tariffs, trade wars, environmental accidents, public health issues including pandemics or epidemics, such as the COVID-19 pandemic, climate conditions or other events disrupting our operations or resulting in political or economic instability. 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 ordinary shares regardless of our operating performance, financial conditions or other indicators of value. Historically, 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. There can be no assurance that our share price will remain at current prices or that you will be able to sell any of our ordinary 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 ordinary shares at all. Our ordinary shares are traded on more than one stock exchange and this may result in price variations between the markets and could expose our shareholders to exchange rate fluctuations. Our ordinary shares are listed on each of NYSE and Oslo Børs. Trading in our ordinary shares therefore takes place in different 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 ordinary shares on these two markets may differ as a result of these or other factors. Any decrease in the price of our ordinary shares on either of these markets could cause a decrease in the trading prices of our ordinary shares on the other market. Cash dividends or other distributions to be declared in respect of our ordinary shares, if any, will be denominated in U.S. dollars. For shareholders trading our ordinary shares through Oslo Børs, any future dividends will be distributed in NOK through Euronext Securities Oslo (the “VPS”). Shareholders may therefore be exposed to foreign currency exchange rate risk. In addition, we may not offer our shareholders the option to elect to receive dividends, if any, in a currency other than U.S. dollars or NOK, as applicable. Consequently, shareholders may be required to arrange foreign currency exchange at their own expense. You may be liable to pay taxes on dividends or distributions from us or on 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. 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, including any gains as a result of an increase in value of the shares, if any. We advise you to consult your advisors regarding the tax consequences of dividends or other distributions made by us or of any other income or gains resulting from your ownership of our shares. Currently, there is no withholding tax on dividends in Singapore. We cannot assure you that withholding taxes will not be implemented in the future. If withholding taxes are implemented on dividends or other distributions in Singapore, our shareholders residing in other countries who are not entitled to relief in respect of such withholding tax, whether under the domestic laws of their jurisdiction of residence or under an applicable double taxation agreement, may be subject to double taxation in respect of such dividends or other distributions. 41 Table of Contents We do not know whether a market for our ordinary shares will be sustained to provide you with adequate liquidity. Our ordinary shares currently trade on Oslo Børs and on the NYSE. No assurance can be given as to the following: • the likelihood that an active trading market for our ordinary shares will be sustained; • the liquidity of any such market; • the ability of our shareholders to sell their ordinary shares; or • the price that our shareholders may obtain for their ordinary shares. If an active market for our ordinary shares is not sustained, their market price may decline, and you may not be able to sell your shares. The market price of our ordinary shares may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, industry trends, and market conditions in general could have a significant impact on the future market price of our ordinary shares. Additionally, our legal domicile is 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 ordinary shares. The requirements of being a public company listed in the United States, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of the NYSE Continued Listing Standards, may strain the Company’s resources, increase the Company’s costs and distract management, and the Company may be unable to comply with these requirements in a timely or cost-effective manner. As a public company listed in both Norway and the United States, we need to comply with requirements under a number of laws and regulations, including the Securities Exchange Act of 1934, 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. Complying with these statutes, regulations and requirements has absorbed and may continue to absorb a significant amount of time of our Board of Directors and management and may significantly increase our costs and expenses. As at the date of this Annual Report, we have complied or are in the process of complying with such requirements by: • instituting a more comprehensive compliance function, including for financial reporting and disclosures; • continuing to prepare and distribute periodic public reports in compliance with our obligations under federal securities laws; • complying with rules promulgated by the NYSE; • enhancing our investor relations function; • establishing new internal policies to further strengthen our corporate governance, such as those relating to insider trading; and • involving and retaining to a greater degree outside counsel and accountants in the above activities. We may not be able to predict or estimate the amount of the additional costs we may incur in the future, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business. However, such costs could potentially have a material adverse effect on our business, financial condition, and results of operations. Moreover, diverging disclosure and financial reporting regulations in the United States and Norway increase the complexity and costs of compliance. In particular, increasing uncertainty and regulatory divergence between different jurisdictions relating to climate risk may result in potential inconsistencies in reporting by the Company in the United States and in Norway, add complexity and increase costs for compliance against varying regulatory expectations whilst also making it difficult for the Company to effectively and consistently manage stakeholder expectations and climate risks across its markets. Furthermore, as at the date of this Annual Report, the Company’s independent registered public accounting firm has attested to the effectiveness of its internal control over financial reporting. The Company’s independent registered public accounting firm has not, but in the future may, issue a report that is adverse in the event it is not satisfied with the level at which the Company’s internal control over financial reporting is documented, designed, operated or reviewed or that discloses a material weakness identified by the Company’s management in its internal control over financial reporting. Compliance with these requirements may strain the Company’s resources, increase its costs and distract management, and the Company may be unable to comply with these requirements in a timely or cost-effective manner. See “If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares” for additional information. 42 Table of Contents Investors with shares registered in a nominee account will need to exercise voting rights through their nominee. Beneficial owners of shares that are registered in a nominee account (such as through brokers, dealers or other third parties) with the Depository Trust Company (“DTC”) and the Norwegian Central Securities Depository, Euronext Securities Oslo will not be able to exercise voting rights directly, and they will need to receive the voting materials and provide instructions through their nominee prior to the general meetings. We can provide no assurance that beneficial owners of shares will receive the notice of a general meeting in time to instruct their nominees accordingly or otherwise vote their shares in the manner desired by such beneficial owners. We cannot assure you that we will pay dividends on our ordinary shares. Our Board of Directors may, in its sole discretion, from time to time, declare and pay cash dividends in accordance with our organisational 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 decided by our Board of Directors. In addition to cash dividends, we may buy back shares as part of our total distribution to shareholders. The amount utilised in buying back shares may be deducted before declaring dividends for the quarter, such that the combined total of dividends and share buybacks aligns with the dividend policy. Any changes to our dividend policy could adversely affect the market price of our ordinary shares. The timing and amount of any dividends and other distributions 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 ordinary shares or as to the amount of any such dividends or that we will buy back shares in the future. 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. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy.” As a foreign private issuer, we are not subject to certain disclosure and procedural requirements under the Exchange Act and we are permitted to adopt, and we have adopted certain home country practices in relation to corporate governance that differ significantly from NYSE corporate governance standards applicable to U.S. issuers. This may afford less protection to our shareholders. 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 consolidated 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, under Singapore law, we are permitted to disclose compensation information for our executive officers on an aggregate rather than an individual, basis. 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 a 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 16G. Corporate Governance – Foreign Private Issuer Exemption.” 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 annual reports 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 the NYSE that are available to foreign private issuers. Future sales or issuances of our ordinary shares in the public markets, the perception that they might occur, or future offerings of debt securities or preferred shares, could cause the price of our ordinary shares to decline, could dilute your voting power and your ownership interest in us and/or could lead to a loss of all or part of your investment. 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 authorisations 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 authorisation, unless revoked or varied by 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. At our annual general meeting held in May 2025, our Board of Directors was granted authority to issue shares. 43 Table of Contents Issuance of a substantial number of our ordinary shares or sale of a substantial number of our ordinary shares in the public market, particularly sales by our directors, executive officers and significant shareholders, or the perception that these issuances or sales could occur, could adversely affect the market price of our ordinary shares and may make it more difficult for you to sell your ordinary 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. Furthermore, the issuance by us of additional shares may decrease our existing shareholders’ proportionate ownership interest in us and their relative voting strength. As at December 31, 2025, we had 512,563,532 issued ordinary shares (which included 14,573,890 treasury shares). Subject to limited exceptions, all of our ordinary 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”). We have entered into a shareholder rights agreement with BW Group which will give BW Group rights to require us to file registration statements covering the sale of their shares or to include such shares in registration statements that we file for ourselves. See “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions” for additional information on this agreement. In accordance with our remuneration policy, certain members of our senior management and key employees have been granted restricted stock units (“RSUs”) and options to purchase our shares. The options and RSUs aim at incentivising the employees to seek to improve our performance and thereby our share price for the mutual benefit of the recipients of options and RSUs and our shareholders. There was an aggregate of 6,128,328 options and 121,948 RSUs outstanding as at December 31, 2025 (not taking into account options and RSUs voided or forfeited). See “Item 6. Directors, Senior Management and Employees – B. Compensation of Directors and Executive Officers” for additional information on these options and RSUs. In the future, we may raise capital through debt or equity offerings. Upon bankruptcy or liquidation, holders of our debt securities and preferred shares and other creditors will receive a distribution of our assets prior to the holders of our ordinary shares. Our preference shares, if any were issued, may have a preference on distributions and dividend payments, which could limit our ability to pay dividends to the holders of our ordinary shares. Future debt or equity offerings may dilute our existing shareholders and or may reduce the market price of our ordinary shares. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. We are subject to Section 404 of the Sarbanes-Oxley Act, which requires that (i) we include a report from our management on our internal control over financial reporting and (ii) our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a material weakness is 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 Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. If there are one or more material weaknesses in the issuer’s internal control over financial reporting, then we may not conclude that our internal control over financial reporting is effective. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2024, we identified three material weaknesses in our internal control over financial reporting. The material weaknesses identified related 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 control 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. In 2025, with the support of advisors and under the supervision of the Chief Financial Officer and the Audit Committee, we implemented significant actions to fully remediate all of the three material weaknesses. These actions were mainly focused on (i) enhancing the Group’s IFRS accounting skills and SEC reporting knowledge through the recruitment of qualified personnel, (ii) establishing and initiating a formal process to evaluate the design and implementation of the Group’s internal control over financial reporting, (iii) establishing a SOX program management office, (iv) engaging advisors to develop and implement additional on-the-job training and guidance for financial reporting personnel and control owners to enhance their understanding of the principles and requirements of internal controls and the relevant financial reporting requirements, (v) enhancing the design and documentation of our controls to evidence the existence of our controls, including information technology general controls, and (vi) enhancing existing and implementing additional management review controls related to the review of relevant assumptions and inputs used in key accounting estimates. The Company implemented these remedial steps and successfully tested the related internal controls. As a result, the Company concluded that the remediation efforts resulted in the elimination of the previously identified material weaknesses as of December 31, 2025. While these material weaknesses have been remediated, the Company cannot assure investors that the Company will not in the future have additional material weaknesses. Material weaknesses may still exist when we report in the future on the effectiveness of the Company’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. 44 Table of Contents Similarly, as at the date of this Annual Report, our independent registered public accounting firm has attested to and reported on the effectiveness of our internal controls. However, in the future, even if our management concludes that our internal control over financial reporting is effective, the 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 the 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 potentially suffer material misstatements in our consolidated 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 ordinary 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 consolidated financial statements from prior periods. The historical financial information in this Annual Report may make it difficult to accurately predict our costs of operations in the future. Some of the historical financial information in this Annual Report does not reflect the added costs we have incurred and will incur as a U.S. listed public company or the resulting changes that have occurred in our capital structure and operations as a result of the NYSE Listing. Furthermore, it does not reflect additional costs as a result of our re-domiciliation from Bermuda to Singapore in 2024 (the “Redomiciliation”) 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 Annual Report. 45 Table of Contents