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The following presentation of management’s discussion and analysis of results of operations and financial condition should be read in conjunction with our
Consolidated Financial Statements, accompanying notes thereto and other financial information appearing in “Item 17. Financial Statements.” You should also carefully read the following discussion with the sections of this Annual Report entitled “Item
3. Key Information – D. Risk Factors”, “Item 4. Information on the Company – B. Business Overview –Industry”, and “Cautionary Statement Regarding Forward-Looking Statements.” Our consolidated financial statements for the years ended December 31,
2025, 2024, and 2023 have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.
For a discussion of our operating results in 2024 compared with 2023, reference is made to “Item 5. Operating and Financial Review and Prospects” included in our
2024 Annual Report on Form 20-F, filed with the SEC on April 30, 2025 (our “2024 Annual Report”).
Our consolidated financial statements are presented in U.S. dollars ($) unless otherwise indicated. Any amounts converted from another non-U.S. currency to U.S.
dollars in this Annual Report are at the rate applicable at the relevant date, or the average rate during the applicable period.
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Overview
We are an international shipping company providing seaborne transportation of refined oil, other petroleum products and certain chemical products. We operate directly and through our
Pools a modern fleet of the following vessel types: LR2, LR1, MR, Handy, and Specialised vessels. See “Item 4. Information on the Company – B. Business Overview – Our Business” for additional information about
the vessels in our Combined Fleet.
We operate the following nine pools that we refer to
collectively as the Pools: LR2 Pool, LR1 Pool, Panamax Pool, MR Pool, Handy Pool, Chemical-MR Pool, Chemical-Handy Pool and Small and City Pools, which are collectively referred to as the Specialised Pool. See “Item 4 – Information on the Company – B. Business Overview – Our Business – The Pools” for additional information about our Pools. The majority of our Hafnia Vessels and TC Vessels are
employed on voyage charters and time charters through our Pools, whereby earnings are subject to profit sharing with other pool participants. Our Pool Managers receive only management fees in connection with such services. Some of our Hafnia
Vessels are also employed on time charters and voyage charters outside of the Pools. For our JV Vessels, some are operated through the Pools and some are on time charters outside the Pools.
We believe that our pool employment strategy provides us with a competitive advantage in optimising the earnings of our Hafnia Vessels and TC Vessels. By operating a large number of
vessels, our commercial pools offer operating efficiencies, thereby enhancing utilisation rates, which we believe enables us to outperform the spot market over time. We strategically employ our Hafnia Vessels and TC Vessels in pools that are
primarily focused on spot market voyage charters, which we believe positions us to capitalise on improving rates in the product tanker market. In addition, our strategy allows us to more efficiently deploy our vessels to limit idle time and provide
more stable earnings relative to our non-pooled peers participating in the spot market. Importantly, our pool employment strategy will also allow us to directly benefit from the anticipated fuel savings of our newbuild vessels, as under spot market
voyage charters we are responsible for all voyage expenses, including bunker fuel costs, which are generally the largest expense.
Please see below an overview of the utilisation rate for our Hafnia Vessels and TC Vessels for the years ended December 31, 2025, 2024, and 2023,
respectively. Utilisation rate is the number of operating days divided by calendar days (for both Hafnia Vessels and TC Vessels).
Utilisation rate
2025 2024 2023
LR2 99.1 % 94.2 % 99.9 %
LR1 96.1 % 97.2 % 96.5 %
MR 94.5 % 98.1 % 98.8 %
Handy 87.5 % 98.3 % 99.1 %
Specialised N/A (1) N/A (1) 98.3 %
All Hafnia Vessels and TC Vessels 93.6 % 97.7 % 98.4 %
(1) We entered and exited the Specialised segment in 2023.
Our utilisation rates are largely unaffected by increases or decreases in our fleet size. This is due to our definition of operating days (as defined further below), which only
excludes technical off-hire days. The reason we only exclude technical off-hire days and not commercial off-hire days is a result of the way we employ our Hafnia Vessels and TC Vessels. When our Hafnia Vessels and TC Vessels are not employed on
long-term time charters, they are almost always employed within our Pools which mean that they will earn revenue from the Pool regardless of whether they are commercially on-hire or off-hire due to the profit-sharing mechanisms in the Pools. Our
utilisation rates are therefore primarily affected by planned and unplanned drydocking and other repairs, surveys, and maintenance. When we acquire new vessels, we may have to perform maintenance, repairs or modifications to the vessels and change
the vessels’ technical manager, which may lead to technical off-hire days.
Revenue
We generate revenue by charging our customers for the transportation of their refined oil products, other petroleum products, and chemical products using our Hafnia Vessels and TC
Vessels. Revenue primarily consists of revenue from voyage charters and time charters. Revenue from voyage charters also includes revenue from vessels on COAs, CVCs, or short-term time charters (less than six months) and therefore the main
distinction between the revenue streams is whether the underlying contracts are short-term or long-term contracts.
For our agency-based Pools, we have assessed that we have limited rights as Pool Managers. We account for the management fees we receive on External Vessels (Pool Vessels and JV
Vessels employed in the Pools) as other operating income. For our Hafnia Vessels and TC Vessels employed in the Pools, we recognise gross revenue in Revenue (Hafnia Vessels and TC Vessels).
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For our Disponent-Owner Pools, we have assessed that the rights conferred from the time charter arrangement in the pool agreements under the ‘disponent-owner’ model provided us with the control of a right to a service to be performed using the vessels in such Pools for the end charterers, and hence allowing us as the pool manager to
recognise revenue as a principal in line with IFRS 15 – Revenue from Contracts with Customers. We recognise gross revenue for all vessels employed in such Pools, in Revenue (Hafnia Vessels and TC Vessels) for our Hafnia Vessels and TC Vessels, and
Revenue (External Vessels in Disponent-Owner Pools) for the External Vessels. We continue to account for the management fees we receive on External Vessels employed in the Pools as other operating income.
Revenue is affected by hire/freight rates and the number of operating days a vessel operates.
We account for investments in the JV Vessels using equity method of accounting. Earnings from those vessels are not consolidated in our financial statements, however if JV Vessels are employed in Disponent-Owner Pools, we will recognise revenue from such
vessels in Revenue (External Vessels in Disponent-Owner Pools). Therefore, although we may receive dividends from JV companies, our Revenue (Hafnia Vessels and TC Vessels) does not include revenue from our JV Vessels, unless they are employed in
our Disponent-Owner Pools. When the JV Vessels are employed in our Disponent-Owner Pools, revenue, voyage expenses and pool distributions in relation to these JV Vessels nets to zero.
The following describes the two basic types of contractual arrangements; voyage charters and time charters:
Voyage charters in the spot market. The spot market generally refers to the segment of the market where vessels are employed for a single voyage. A vessel earns income from each
individual voyage. Spot market pricing, which can be volatile, is influenced by a number of factors, including the number of competing vessels, the number of cargoes available, oil pricing and arbitrage, worldwide events and weather. Idle time
between voyages is possible depending on the availability of cargo and the positioning of the vessel. Under a spot market voyage charter, the vessel owner pays for the voyage expenses (less specified amounts covered by the contract), including bunker
and port costs, and the vessel operating expenses. All freight voyage charter revenues and voyage expenses are recognised on a percentage of completion basis. Load-to-discharge basis is used in determining the percentage of completion for all spot
voyages and voyages servicing contracts of affreightment. Under the load-to-discharge method, freight voyage charter revenue is recognised evenly over the period from the point of loading of the current voyage to the point of discharge of the current
voyage. We do not begin recognising revenue until we have entered into a contract with a customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, nor do we recognise revenue when a vessel
is off-hire.
Time charter. Under a time charter, vessels are chartered to customers for a fixed period of time at rates that are generally fixed, but may contain a variable component based on
inflation, interest rates or changes in current market rates. Under time charters, we operate and are responsible for crewing and arranging for technical management for the vessels. We also bear other operating expenses, such as repairs and
maintenance, insurance, stores, lube oil, communications expenses and technical management fees of the vessels. Revenue from time charters, accounted for as operating leases, is recognised rateably over the rental periods of such charters, as
services are performed.
The table below illustrates the primary distinctions between the two employment arrangements generally used to employ tankers:
Spot Market Voyage Charter Time Charter
Typical contract length Single voyage Six months or more
Hire rate basis(1) Varies Daily
Voyage expenses(2) Owner pays Charterer pays
Vessel operating expenses for owned, lease financed, or bareboat chartered-in vessels(3) Owner pays Owner pays
Charterhire expense for time or bareboat chartered-in vessels(3) Owner pays Owner pays
Off-hire(4) Charterer does not pay Charterer does not pay
(1) “Hire rate” refers to the basic payment from the charterer for the use of the vessel.
(2) “Voyage expenses” primarily include bunkers, port charges, canal tolls, cargo handling operations and brokerage commissions.
(3) “Vessel operating expenses” and “Charterhire expense” are defined below under “Important Financial and Operational Terms and Concepts”.
(4) “Off-hire” refers to the time a vessel is not available for service due primarily to scheduled and unscheduled repairs or drydockings. For TC Vessels, we do not pay the charterhire expense when the vessel is off-hire.
As at December 31, 2025, 85 of our Hafnia Vessels and TC Vessels were operating in the Pools or on spot charters outside the Pools and 23 were operating on time charter-out agreements
outside of the Pools.
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In 2023, we changed our LR2 Pool, LR1 Pool, MR Pool and Handy Pool from agent-to-owner pools to Disponent-Owner Pools as further described in “Item
4. Information on the Company – B. Business Overview – The Pools”. In 2024, an additional Panamax pool was set up under the disponent-owner model. In 2025, we changed our Chemical-Handy Pool and Chemical-MR Pool to Disponent-Owner pools as
further described in “Item 4. Information on the Company – B. Business Overview – The Pools”.
How We Evaluate Our Operations
We manage our business through the following operating and reporting segments:
• LR2 tankers
• LR1 tankers
• MR tankers
• Handy tankers
In 2023, our Hafnia Fleet comprised one vessel in the Specialised segment. We have redelivered this vessel to its owner and as at the date of this Annual Report, no vessels in the
Hafnia Fleet operate in the Specialised segment. We continue to operate Pool Vessels in the Specialised Pool.
In 2022, after our acquisition of CTI, we began operating in the Stainless segment. We exited the Stainless segment in 2022 after divesting the Stainless vessels we acquired in the
CTI Transaction. For accounting purposes, all eight vessels were considered divested in 2022, but the legal completion of two of the divestments occurred in 2023.
Previously, we reported on “Chemical-MR” vessels and “Chemical-Handy” vessels as separate segments, however we have now grouped
“Chemical-MR” and “Chemical-Handy” vessels under the MR segment and the Handy segment, respectively. This change is due to a change in how we review operating results. The “Chemical-MR” and “Chemical-Handy” vessels are deemed to be a variation of
the existing Handy and MR vessels with similar economic characteristics and hence we felt it appropriate to aggregate with the Handy and MR reportable segments. Furthermore, we have observed that analysts and other market participants reviewing our
consolidated financial statements include “Chemical-Handy” and “Chemical-MR” vessels together with their analysis of our Handy and MR vessels.
In addition, we use a variety of qualitative, operational, and financial metrics to assess our performance. Among other measures, management considers each of the following in
assessing our business:
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure and as used herein represents earnings before financial income and expenses,
depreciation, impairment, amortisation and taxes. Adjusted EBITDA additionally includes adjustments for gain on disposal of vessels and/or subsidiaries, share of profit and loss from equity accounted investments, interest income and interest
expense, capitalised financing fees written off and other finance expenses. Adjusted EBITDA is used as a supplemental financial measure by management and market participants reviewing our consolidated financial statements, such as lenders, to assess our operating performance as well as compliance with the financial covenants and restrictions contained in our financing agreements.
We believe that Adjusted EBITDA assists management and investors by increasing comparability of our performance from period to period. This increased comparability is achieved by
excluding the potentially disparate effects of interest, depreciation, impairment, amortisation, and taxes. These are items that could be affected by various changing financing methods and capital structure which may significantly affect profit
between periods. Including Adjusted EBITDA as a measure benefits investors in selecting between investment alternatives. Adjusted EBITDA is a non-IFRS financial measure and should not be considered as an alternative to net income or any other measure
of our financial performance calculated in accordance with IFRS. Adjusted EBITDA excludes some, but not all, items that affect profit and these measures may vary among other companies. Adjusted EBITDA as presented below may not be comparable to
similarly titled measures of other companies.
The following table sets forth a reconciliation of Adjusted EBITDA to profit for the financial year, the most comparable IFRS financial measure, for the years ended December 31, 2025
and 2024.
Year Ended December 31,
(in thousands of U.S. dollars) 2025 2024
Profit for the financial year $ 339,682 $ 774,035
Income tax expense 2,495 4,418
Depreciation charge of property, plant and equipment 201,702 214,308
Amortisation charge of intangible assets 427 803
Gain on disposal of assets (12,236 ) (28,520 )
Share of profit of equity-accounted investees, net of tax (17,190 ) (20,515 )
Interest income (13,496 ) (16,317 )
Interest expense 49,768 52,375
Capitalised financing fees written off 2,720 2,069
Other finance expense 5,607 9,662
Adjusted EBITDA $ 559,479 $ 992,318
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Time charter equivalent (or “TCE”)
TCE (or TCE income) is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the
mix of charter types (i.e., voyage charters and time charters) under which the vessels may be employed between the periods. We define TCE income as income from time charters and voyage charters (including income from Pools, as described above) for
our Hafnia Vessels and TC Vessels less voyage expenses (including fuel oil, port costs, brokers’ commissions and other voyage expenses).
We present TCE income per operating day, a non-IFRS measure, as we believe it provides additional meaningful information in conjunction with revenues, the most directly comparable
IFRS measure, because it assists management in making decisions regarding the deployment and use of our Hafnia Vessels and TC Vessels and in evaluating their financial performance. Our calculation of TCE income may not be comparable to that reported
by other shipping companies.
The following table reconciles our revenue (Hafnia Vessels and TC Vessels), the most directly comparable IFRS financial measure, to TCE income and TCE income per operating day for the
years ended December 31, 2025 and 2024.
Year Ended December 31,
(in thousands of U.S. dollars, except operating days and TCE income per operating day) 2025 2024
Revenue (Hafnia Vessels and TC Vessels) $ 1,421,831 $ 1,935,596
Revenue (External Vessels in Disponent-Owner Pools) 860,078 933,051
Less: Voyage expenses (Hafnia Vessels and TC Vessels) (465,957 ) (544,317 )
Less: Voyage expenses (External Vessels in Disponent-Owner Pools) (329,566 ) (332,802 )
Less: Pool distributions for External Vessels in Disponent-Owner Pools (530,512 ) (600,249 )
TCE income 955,874 1,391,279
Operating days 37,924 42,160
TCE income per operating day $ 25,205 $ 33,000
Revenue, voyage expenses and pool distributions in relation to External Vessels in Disponent-Owner Pools nets to zero, and therefore the calculation of TCE income is unaffected by
these items:
Year Ended December 31,
(in thousands of U.S. dollars, except operating days and TCE income per operating day) 2025 2024
Revenue (Hafnia Vessels and TC Vessels) $ 1,421,831 $ 1,935,596
Less: Voyage expenses (Hafnia Vessels and TC Vessels) (465,957 ) (544,317 )
TCE income 955,874 1,391,279
Operating days 37,924 42,160
TCE income per operating day $ 25,205 $ 33,000
‘TCE income’ as used by management is therefore only illustrative of the performance of the Hafnia Vessels and the TC Vessels; not the External Vessels in our Pools.
In certain of management’s analyses below, we use the term “TCE income (voyage charter)”. We define TCE income (voyage charter) as revenue (Hafnia Vessels and TC Vessels) from voyage
charter (including income from Hafnia Vessels and TC Vessels trading in the Pools as described above) less voyage expenses (Hafnia Vessels and TC Vessels) relating to voyage charter. “TCE income (voyage charter)” differs from “TCE income” by
excluding revenue and voyage expenses, if any, relating to time charters.
For the avoidance of doubt, in all instances where we use the term “TCE income” and it is not succeeded by “(voyage charter)”, we are referring to TCE income from revenue and voyage
expenses related to both voyage charter and time charter.
Important Financial and Operational Terms and Concepts
We use a variety of financial and operational terms and concepts. These include the following:
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Revenue. Revenue primarily includes revenues from time charters, external pool revenues and voyage charters (in the spot
market). Revenue is affected by hire/freight rates and the number of days a vessel operates.
Revenue is also affected by the mix of business between vessels on time charter, vessels in pools and vessels operating on voyage charter outside the pools. Revenue from vessels in
pools and on voyage charter is more volatile than revenue from vessels on long-term time charters, as freight rates for vessels in pools and on voyage charter are typically tied to prevailing market rates. Revenue also includes demurrage revenue,
which is the compensation for the additional time incurred for the loading and discharging of vessels in breach of the contractual terms of the voyage charter contracts regarding the amount of time available for such loading and discharging.
We distinguish between revenue from Hafnia Vessels and TC Vessels and revenue from External Vessels in Disponent-Owner Pools.
Voyage charters. Voyage charters, or spot charters, are charters under which the customer pays a transportation charge for
the movement of a specific cargo between two or more specified ports. We pay all of the voyage expenses under these charters.
Voyage expenses. Voyage expenses primarily include bunker and port expenses, as well as other voyage expenses such as
canal tolls, cargo handling operations, brokerage commissions and the pool-allocated profit-sharing adjustment (pool allocation). Under a voyage charter, we pay all voyage expenses. These expenses are subtracted from voyage charter revenues to
calculate TCE income.
We distinguish between voyage expenses relating to our Hafnia Vessels and TC Vessels and voyage expenses relating to External Vessels in the Disponent-Owner Pools.
Vessel operating expenses. For our Hafnia Vessels, we are responsible for vessel operating expenses. For TC Vessels, the
owner is responsible for vessel operating expenses. Vessel operating expenses include crewing, repairs and maintenance, and insurance as well as other items such as spares and consumable stores, lube oils and communication. The three largest
components of our vessel operating expenses are crewing, repairs and maintenance and insurance expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic
drydocking. Please read “Drydocking” below. We expect these expenses to increase as our fleet matures and to the extent that it expands.
Charter hire expense. Charter hire is the amount we pay, or that is payable to the owners, for time chartered-in vessels
for leases of less than 12 months, as well as the non-lease components of time charter contracts with lease terms longer than 12 months. Time charters are usually entered into for a fixed period of time and the charter hire will usually be at rates
that are fixed, but may contain a variable component based on inflation, interest rates, or current market rates. Time or bareboat chartered-in vessels (but not sale and lease-back financed vessels) are accounted for pursuant to IFRS 16 – Leases, and are thus initially recognised on the balance sheet as right-of-use assets and lease liabilities without directly taking up the expenses under charter hire expense (if necessary under time charters)
and subsequently recognised on the profit and loss statement.
The responsibility for vessel operating expenses for the different types of charter agreements is as follows:
• Time chartered-in vessels. The vessel’s owner is responsible for the vessel’s operating expenses.
• Bareboat chartered-in vessels. The charterer is responsible for the vessel’s operating expenses.
We only have bareboat chartered-in vessels as a part of our sale and lease-back arrangements. These are accounted for as lease liabilities (sale and lease-back arrangements accounted
for as financing transactions) and not pursuant to IFRS 16 – Leases.
Drydocking. We periodically drydock each of our Hafnia Vessels for inspection, repairs and maintenance, and any
modifications to comply with industry certification or governmental requirements. Generally, each vessel is drydocked every 30 months to 60 months. Please read “Item 4. Information on the Company – Business Overview
– Classification Societies” for additional information about the surveys our vessels are subject to. We capitalise all costs incurred during drydocking and amortize those costs on a straight-line basis from the completion of a drydocking to
the estimated completion of the next drydocking. We immediately expense costs for routine repairs and maintenance that do not improve or extend the useful lives of the assets. The number of drydockings undertaken in a given period and the nature of
the work performed determine the level of drydocking expenditures.
Depreciation. Depreciation expense typically consists of:
• charges related to the depreciation of the historical cost of our Hafnia Vessels (less an estimated residual value) over the estimated useful lives of the vessels;
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• charges related to the depreciation of our right of use assets (accounted for under IFRS 16 –Leases) which is based upon the straight-line depreciation of the right of use asset over the life of the lease or the useful life of the asset, if a purchase obligation exists or a purchase option is reasonably certain to be exercised; and
• charges related to the amortisation of drydocking expenditures over the estimated number of years to the next scheduled drydocking.
External Vessels. Vessels, other than Hafnia Vessels and TC Vessels, employed in one of the Pools.
Operating days. Operating days are defined as the total number of days (including waiting time) in a period during which each vessel is owned, partly owned, operated under a bareboat
arrangement (including sale and lease-back) or time chartered-in, net of technical off-hire days. Total operating days stated in this Annual Report and in our consolidated financial statements include operating days for TC Vessels. We use operating days to measure the number of days in a period during which our Hafnia Vessels and TC Vessels actually generate or are capable of generating revenue. We do not
count operating days for JV Vessels when calculating our total number of operating days.
Pool distributions. Pool distributions are distributed to the owners of External Vessels in the Disponent-Owner Pools.
Items You Should Consider When Evaluating Our Results
You should consider the following factors when evaluating our historical financial performance and assessing our future prospects:
Our revenue is affected by cyclicity in the tanker markets. The cyclical nature of the tanker industry causes significant
increases or decreases in the revenue we earn from our Hafnia Vessels and TC Vessels, particularly those vessels we trade in the spot market or in spot market-oriented pools. We employ a chartering strategy to capture upside opportunities in the spot
market while using fixed-rate time charters to reduce downside risks, depending on our outlook for freight rates, oil tanker market conditions and global economic conditions. Historically, the tanker industry has been cyclical, experiencing
volatility in profitability due to changes in the supply of, and demand for, tanker capacity. The supply of tanker capacity is influenced by the number and size of new vessels built, vessels scrapped, converted, and lost, the number of vessels that
are out of service, and regulations that may effectively cause early obsolescence of tonnage. The demand for tanker capacity is influenced by, among other factors:
• global and regional economic and political conditions;
• trade barriers, tariffs, and other trade measures affecting crude oil and refined petroleum products and/or the shipping industry;
• increases and decreases in production of and demand for crude oil and refined petroleum products;
• increases and decreases in OPEC oil production quotas;
• the distance crude oil and refined petroleum products need to be transported by sea; and
• developments in international trade and changes in seaborne and other transportation patterns.
Tanker rates also fluctuate based on seasonal variations in demand. Tanker markets are typically stronger in the winter
months as a result of increased oil consumption and weather delays 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 our Hafnia Vessels and TC Vessels have historically been weaker during the quarters ended June 30 and September 30, and stronger in the quarters ended March 31 and December
31.
In addition to the above, we face a number of risks associated with our industry and must overcome a variety of challenges to use our competitive strengths in order to profitably
implement our business strategy. These risks include, among other things and in addition to the cyclical and seasonal variations in demand mentioned above, our dependence on spot market voyage charters, fluctuating charter values, increases in fuel
prices, changing economic, political and governmental conditions affecting our industry and business, international sanctions, embargoes, import and export restrictions, tariffs, nationalisations and wars, material changes in laws and regulations,
full performance by counterparties, particularly charterers, maintaining customer relationships, delay in deliveries or non-deliveries from shipyards, piracy, maintaining sufficient liquidity, financing availability and management turnover. See “Item 3. Key Information – D. Risk Factors” for detailed description of the risks we are exposed to.
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A. Operating Results
As of the date of this Annual Report, we operate our Hafnia Vessels and TC Vessels in four main segments: LR2, LR1, MR, and Handy. See the below table for an overview of the main segments in which we have
operated in 2023-2025 and of the main segment in which our joint ventures operate as at the date of this Annual Report, where a ● illustrates a segment in which we or our joint ventures operated in the relevant period.
Hafnia Vessels and TC Vessels for the year ended December 31, JV Vessels
Segment Date of Annual Report 2025 2024 2023 Vista Joint Venture Andromeda Joint Venture Ecomar Joint Venture
LR2 • • • • •(3)
LR1 • • • • •(3)
MR(1) • • • • •(4) •(5)
Handy(2) • • • •
Specialised •
(1) In 2022, we split the MR segment into an MR segment and a “Chemical-MR” segment. These are now both considered part of the MR segment.
(2) In 2022, we had split the Handy segment into a Handy segment and a “Chemical-Handy” segment. These are now both considered part of the Handy segment.
(3) Our Vista Joint Venture currently operates in the LR2 and LR1 segments. The Vista Joint Venture entered the LR2 segment in 2023 and operated in the LR2 segment in 2025 and 2024, and operated in the LR1 segment in 2023, 2024 and 2025.
(4) Our Andromeda Joint Venture currently operates in the MR segment and has operated in the MR segment in 2023, 2024 and 2025.
(5) Our Ecomar Joint Venture took delivery of three MR vessels in 2025 and one more in 2026, and operated in the MR segment in 2025.
The tables below have been provided at a group level and the analysis has been broken out into segments where the movements are material.
The information below should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2025, 2024, and 2023. Some of the information
contained in this section, including information about our plans and strategies for our business and our expected sources of financing, contains forward-looking statements that involve risks and uncertainties. Please read “Item 3. Key Information – D. Risk Factors” for information on certain factors that may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
We operate in a global industry where, among other things, freight rates are denominated and settled in U.S. dollars and a majority of our cost base is denominated and settled in U.S.
dollars. Consequently, our financial reporting is in U.S. dollars.
Results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024
For the year ended December 31 Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Revenue (Hafnia Vessels and TC Vessels) $ 1,421,831 $ $1,935,596 $ (513,765 ) (27 %)
Revenue (External Vessels in Disponent-Owner Pools) 860,078 933,051 (72,973 ) (8 %)
Voyage expenses (Hafnia Vessels and TC Vessels) (465,957 ) (544,317 ) 78,360 14 %
Voyage expenses (External Vessels in Disponent-Owner Pools) (329,566 ) (332,802 ) 3,236 1 %
Pool distributions for External Vessels in Disponent-Owner Pools (530,512 ) (600,249 ) 69,737 12 %
955,874 1,391,279 (435,405 ) (31 %)
Other operating income 31,101 35,195 (4,094 ) (12 %)
Vessel operating expenses (282,123 ) (278,041 ) (4,082 ) (1 %)
Technical management expenses (27,082 ) (28,173 ) 1,091 4 %
Charter hire expenses (33,415 ) (48,496 ) 15,081 31 %
Other expenses (84,876 ) (79,446 ) (5,430 ) (7 %)
559,479 992,318 (432,839 ) (44 %)
Gain on disposal of assets 12,236 28,520 (16,284 ) (57 %)
Depreciation charge of property, plant and equipment (201,702 ) (214,308 ) 12,606 6 %
Amortisation charge of intangible assets (427 ) (803 ) 376 47 %
Operating profit $ 369,586 $ $805,727 $ (436,141 ) (54 %)
Interest income 13,496 16,317 (2,821 ) (17 %)
Interest expense (49,768 ) (52,375 ) 2,607 5 %
Capitalised financing fees written off (2,720 ) (2,069 ) (651 ) (31 %)
Other finance expense (5,607 ) (9,662 ) 4,055 42 %
Finance expense - net (44,599 ) (47,789 ) 3,190 7 %
Share of profit of equity-accounted investees, net of tax 17,190 20,515 (3,325 ) (16 %)
Profit before income tax $ 342,177 $ $778,453 $ (436,276 ) (56 %)
Income tax expense (2,495 ) (4,418 ) 1,923 44 %
Profit for the financial year $ 339,682 $ $774,035 $ (434,353 ) (56 %)
Other comprehensive loss(1) (49,511 ) (17,556 ) (31,955 ) (182 %)
Total comprehensive income $ 290,171 $ 756,479 $ (466,308 ) (62 %)
(1) Other comprehensive loss includes foreign currency translation differences and fair value changes on the effective portion of cash flow hedges net of any reclassifications to profit or loss, and net changes in the fair value of equity investments held at fair value through other comprehensive income.
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Profit for the financial year. Profit for the financial year ended December 31, 2025 was $339.7 million, a decrease of
$434.3 million, or 56%, from a profit of $774.0 million for the financial year ended December 31, 2024. The differences between the two financial years are discussed below.
Revenue. Revenue from our Hafnia Vessels and TC Vessels for the year ended December 31, 2025 was $1,421.8 million, a
decrease of $513.8 million, or 27%, from a revenue of $1,935.6 million for the year ended December 31, 2024. TCE income per day decreased to $25,205 per day for the year ended December 31, 2025 from $33,000 per day for the year ended December 31,
2024. The decrease in revenue is discussed below by reportable segment.
The following is a calculation of our TCE income:
For the year ended December 31 Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Revenue (Hafnia Vessels and TC Vessels) $ 1,421,831 $ 1,935,596 $ (513,765 ) (27 %)
Revenue (External Vessels in Disponent-Owner Pools(1)) 860,078 933,051 (72,973 ) (8 %)
Voyage expenses (Hafnia Vessels and TC Vessels) (465,957 ) (544,317 ) 78,360 14 %
Voyage expenses (External Vessels in Disponent-Owner Pools) (329,566 ) (332,802 ) 3,236 1 %
Pool distributions (External Vessels in Disponent-Owner Pools) (530,512 ) (600,249 ) 69,737 12 %
TCE income $ 955,874 $ 1,391,279 $ (435,405 ) (31 %)
(1) External Vessels in Disponent-Owner Pools means vessels that are commercially managed by us in disponent-owner pool arrangements and which are not Hafnia Vessels or TC Vessels.
In 2023, we changed some of our Pools from an agent-to-owner model to a disponent-owner model. In 2024, our LR2 Pool, LR1 Pool, MR Pool and Handy Pool were Disponent-Owner Pools. In
2024, an additional Panamax pool was set up under the disponent-owner model. For External Vessels in our Disponent-Owner Pools, we recognise revenue, voyage expenses and pool distributions. Recognising Revenue (External Vessels in Disponent-Owner
Pools) and voyage expenses (External Vessels in Disponent-Owner Pools) does not affect our profit for the financial year as the net of those two amounts is distributed to the pool participants as pool distributions.
In the following discussions and analysis of our results of operation for the year ended December 31, 2025 compared to the year ended December 31, 2024, any references to ‘revenue’
and ‘voyage expenses’ are references to revenue and voyage expenses relating to the Hafnia Vessels and TC Vessels unless otherwise indicated.
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The following is a summary of our consolidated revenue by revenue type, in addition to a reconciliation of voyage expenses, TCE income, TCE income per day and total operating days.
For the year ended December 31 Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Disaggregation of revenue by revenue type
Revenue from time charter $ 169,145 $ 132,505 $ 36,640 28 %
Revenue from voyage charter $ 1,252,686 $ 1,803,091 $ (550,405 ) (31 %)
Revenue from time charter.
Revenue from time charter for the year ended December 31, 2025 was $169.1 million, an increase of $36.6 million, or 28%, from a revenue of $132.5 million for the financial year ended December 31, 2024. The increase in revenue from time charters was
mainly due to employing more vessels on time charters outside the Pools. This increase occurred despite lower rates on new time charter contracts compared to prior year contracts for
the same vessel types, were comparable data is available (no prior year comparatives for LR2 vessels).
During the year ended December 31, 2025, we employed 27 of our Hafnia Vessels for a total of 6,619 operating days on time charters outside the Pools. These time charters are
summarised in the table below:
Vessel Vessel type Term Commencement date
Hafnia Kestrel MR 24 months January 20, 2023
Hafnia Merlin MR 24 months January 21, 2023
Hafnia Alabaster Handy 36 months September 27, 2024
Hafnia Ane MR 17 months June 25, 2024
Hafnia Cheetah MR 24 months February 21, 2023
Hafnia Daisy MR 60 months October 16, 2021
Hafnia Falcon MR 24 months May 12, 2023
Hafnia Lene MR 24 months January 28, 2023
Hafnia Lise MR 61 months September 28, 2021
Hafnia Myna MR 24 months September 24, 2024
Hafnia Petrel MR 24 months October 14, 2023
Hafnia Bobcat1 MR 24 months November 24, 2024
Hafnia Shinano LR1 18 months August 31, 2024
Hafnia Soya Handy 36 months April 5, 2024
Hafnia Swift MR 20 months April 16, 2024
Hafnia Yangtze LR1 18 months November 1, 2024
Hafnia Kestrel MR 12 months January 20, 2025
Hafnia Merlin MR 12 months January 20, 2025
Hafnia Cheetah MR 12 months February 21, 2025
Hafnia Crux MR 10 months March 24, 2025
Hafnia Falcon MR 18 months May 12, 2025
Hafnia Neso LR2 24 months May 29, 2025
Hafnia Leo MR 7 months June 1, 2025
Hafnia Bering Handy 30 months July 5, 2025
Hafnia Lioness MR 12 months August 24, 2025
Hafnia Cougar MR 12 months September 3, 2025
Hafnia Tagus LR1 12 months September 30, 2025
Hafnia Triton LR2 36 months October 5, 2025
Hafnia Petrel MR 24 months October 14, 2025
Hafnia Thalassa LR2 36 months November 8, 2025
Hafnia Yarra LR1 12 months November 12, 2025
Hafnia Galatea LR2 36 months December 19, 2025
(1) In January 2025, Hafnia Puma was replaced by Hafnia Bobcat as Hafnia Puma needed repairs.
Revenue from voyage charter. Revenue from voyage charter for the year ended
December 31, 2025 was $1,252.7 million, a decrease of $550.4 million, or 31%, from a revenue of $1,803.1 million for the financial year ended December 31, 2024. Revenue from voyage charter includes revenue from our Hafnia Vessels and TC Vessels
operating in the Pools.
During 2025, the product tanker market remained supported by resilient global oil demand, refinery closures in Europe and the United States, and continued export strength from the U.S. Gulf, the
Middle East and Asia. Refining margins improved during parts of the year, and global inventories of refined products declined during the first half of the year before stabilising later in the year. Sanctions affecting certain vessels and trade flows
continued to influence market dynamics and limited the availability of compliant tonnage in mainstream trade. In addition, a number of LR2 vessels entered the dirty-trading segment, reducing effective supply in the clean product tanker market.
Furthermore, the crude tankers’ participation in clean petroleum products (“CPP”) trades contributed to market volatility during parts of 2024, and this effect moderated entering 2025 as trading patterns normalised.
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Notwithstanding these supportive factors, freight rates during 2025 moderated from the elevated levels experienced in 2024. Market conditions in 2024 were materially influenced by geopolitical
disruptions in the Red Sea and the rerouting of vessels around the Cape of Good Hope, which increased average sailing distances and product ton-mile demand. In 2025, average
voyage distances declined relative to 2024 as trade flows were comparatively more normalised following the heightened rerouting environment of the prior year. Freight rates consequently declined across vessel segments relative to 2024 levels.
Voyage expenses. Voyage expenses for the year ended December 31, 2025, were $466.0 million, a decrease of $78.3 million,
or 14%, from $544.3 million for the year ended December 31, 2024. Voyage expenses for the year ended December 31, 2025 consisted of fuel oil consumed amounting to $267.7 million, port costs amounting to $147.3 million, broker’s commission expenses
amounting to $19.0 million, other voyage-related expenses (including voyage-related insurance) amounting to $21.8 million and pool allocation of $10.2 million. Voyage expenses for the year ended December 31, 2024 consisted of fuel oil consumed
amounting to $357.5 million, port costs amounting to $150.8 million, broker’s commission expenses amounting to $26.3 million, other voyage-related expenses (including voyage-related insurance) amounting to $8.8 million and pool allocation of $0.9
million. The expenses relating to fuel oil consumed have decreased as compared to the year ended December 31, 2024 due to the aforementioned decrease in average voyage distances as trade flows normalised following the heightened rerouting environment
of the prior year. Pool allocation relates to adjustments to distribute the earnings of the vessels employed in the pools pro rata to their pool points and the decrease was driven by changes in the pool points of all participating vessels in each
individual Pool.
Disaggregation of revenue (Hafnia Vessels and TC Vessels), voyage expenses (Hafnia Vessels and TC Vessels) and TCE income by operating segment
The following is a summary of our consolidated revenue by operating segment, in addition to a reconciliation of voyage expenses, TCE income, TCE income per day and total operating days.
For the year ended December 31, Change Percentage Change
In thousands of U.S. dollars except daily TCE income and operating days 2025 2024 favourable / (unfavourable)
Disaggregation of revenue by operating segment:
LR2 $ 110,416 $ 125,387 $ (14,971 ) (12 %)
LR1 374,469 522,837 (148,368 ) (28 %)
MR 675,708 915,186 (239,478 ) (26 %)
Handy 261,238 372,130 (110,892 ) (30 %)
Disaggregation of voyage expenses by operating segment:
LR2 (33,473 ) (31,693 ) (1,780 ) (6 %)
LR1 (123,492 ) (142,405 ) 18,913 13 %
MR (213,999 ) (251,887 ) 37,888 15 %
Handy (94,993 ) (118,328 ) 23,335 20 %
Disaggregation of TCE income by operating segment:(1)
LR2 76,943 93,694 (16,751 ) (18 %)
LR1 250,977 380,432 (129,455 ) (34 %)
MR 461,709 663,299 (201,590 ) (30 %)
Handy 166,245 253,802 (87,557 ) (34 %)
Daily TCE income per operating segment in U.S dollars:(1)(2)
LR2 35,468 45,289 (9,821 ) (22 %)
LR1 27,925 38,389 (10,464 ) (27 %)
MR 24,174 30,781 (6,607 ) (21 %)
Handy 21,682 29,402 (7,720 ) (26 %)
Operating days per operating segment:(3)
LR2 2,169 2,069 100 5 %
LR1 8,988 9,910 (922 ) (9 %)
MR 19,099 21,549 (2,450 ) (11 %)
Handy 7,668 8,632 (964 ) (11 %)
Total operating days 37,924 42,160 (4,236 ) (10 %)
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We report TCE income, a non-IFRS measure, because (i) we believe it provides additional meaningful information in conjunction with revenue and voyage expenses, the
most directly comparable IFRS measures, (ii) it assists our management in making decisions regarding the deployment and use of our Hafnia Vessels and TC Vessels and in evaluating their financial performance, (iii) it is a standard shipping industry
performance measure used primarily to compare period-to-period changes in a shipping company’s performance irrespective of changes in the mix of charter types (time charters and voyage charters) under which the vessels may be employed between the
periods, and (iv) we believe that it presents useful information to investors.
(1) This daily amount is calculated on the basis of unrounded amounts, not the rounded amounts in the above table.
(2) Total operating days include operating days for TC Vessels.
LR2 revenue. LR2 revenue for the year ended December 31, 2025 was $110.4 million, a decrease of $15.0 million, or 12%, from a revenue of
$125.4 million for the financial year ended December 31, 2024. The decrease in revenue was mainly due to a decline in ton-mile demand in 2025 as compared to 2024. The elevated ton-mile demand during 2024 can be attributed to longer average sailing
distances as vessels were rerouted away from the Suez Canal to the Cape of Good Hope, which benefited the larger vessel segments.
As a result, LR2 TCE income per day decreased to $35,468 per day from $45,289 per day for the years ended December 31, 2025 and 2024, respectively.
LR2 operating days increased to 2,169 days from 2,069 days for the years ended December 31, 2025 and 2024, respectively as all six LR2 vessels went for periodic drydocking during
2024.
LR1 revenue. LR1 revenue for the year ended December 31, 2025 was $374.5 million, a decrease of $148.4 million, or 28%, from a revenue of
$522.8 million for the year ended December 31, 2024. The decrease in revenue was primarily driven by the normalisation of trade flows following the elevated ton-mile demand in 2024, and it was further impacted by lower available operating days in
2025. One LR1 vessel, Hafnia Thames, was disposed of during 2024. The full-year impact of this disposal was reflected in 2025, as Hafnia Thames contributed 190 operating days during the year ended December 31, 2024. In addition, operating days from
TC Vessels were lower in 2025 compared to 2024, as the time charter contracts for two TC Vessels ended in November 2024 and February 2025, respectively. Lastly, technical off-hire days for drydock and repairs increased by 89 days in 2025 as compared
to 2024.
As a result of these factors, LR1 TCE income per day decreased to $27,925 per day from $38,389 per day for the years ended December 31, 2025 and 2024, respectively.
LR1 operating days decreased to 8,988 days from 9,910 days for the years ended December 31, 2025 and 2024, respectively. This decrease was mainly attributable to the disposal of
Hafnia Thames, expiry of time charter contracts and higher technical off-hire days.
MR revenue. MR revenue for the year ended December 31, 2025 was $675.7 million, a decrease of $239.5 million, or 26%, from a revenue of $915.2
million for the financial year ended December 31, 2024. The decrease in revenue was primarily driven by the normalisation of trade flows following the elevated ton-mile demand in 2024, and it was further impacted by lower available operating days in
2025.
During 2025, 15 MR vessels completed drydocks, compared to nine in 2024. There were also five unscheduled repairs in 2025 compared to one in 2024. As a result, total technical
off-hire days related to drydock and repairs increased by 691 days in 2025 as compared to 2024. In addition, operating days from TC Vessels decreased by 1,197 days, from 3,684 days in 2024 to 2,487 days in 2025, as three long-term time charter
contracts ended in 2024 and we had three short-term time charters that occurred only during 2024. Lastly, vessel disposals further contributed to the decrease in operating days. One MR vessel was divested in November 2024 and an additional four MR
vessels were divested in 2025, resulting in 645 fewer operating days in 2025 as compared to 2024.
As a result of these factors, MR TCE income per day decreased to $24,174 per day from $30,781 per day for the years ended December 31, 2025 and 2024, respectively.
MR operating days decreased to 19,099 days from 21,549 days for the years ended December 31, 2025 and 2024, respectively, mainly due to the increased technical off-hire, fewer TC
Vessels days and vessel disposals.
Handy revenue. Handy revenue for the year ended December 31, 2025 was $261.2 million, a decrease of $110.9 million, or 30%, from a revenue of
$372.1 million for the financial year ended December 31, 2024. The decrease in revenue was primarily driven by the normalisation of trade flows following the elevated ton-mile demand in 2024, and it was further impacted by lower available operating
days in 2025. During 2025, 23 Handy vessels completed drydocks and there were no drydocks completed for Handy vessels during 2024. As a result, total technical off-hire days related to drydock and repairs increased by 940 days in 2025 as compared to
2024.
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As a result, Handy TCE income per day decreased to $21,682 per day from $29,402 per day for the years ended December 31, 2025 and 2024, respectively.
Handy operating days decreased to 7,668 days from 8,632 days for the years ended December 31, 2025 and 2024, respectively. This decrease was driven mainly by the higher technical
off-hire days arising from the drydocks done during 2025.
Other operating income. Other operating income, which mainly consists of pool and bunker management fees, for the year
ended December 31, 2025 was $31.1 million, a decrease of $4.1 million or 12% from $35.2 million for the year ended December 31, 2024. This decrease was mainly due to lower pool management fees earned in line with the decrease in TCE income as well as
lower bunker management fees earned following the transition of the bunker management business to the Seascale Energy Joint Venture from the second quarter of 2025. This was partially offset by corporate support services fees charged to the Seascale
Energy Joint Venture and Vista Joint Venture.
Vessel operating expenses and technical management expenses. Vessel operating expenses for the year ended December 31,
2025 was $282.1 million, an increase of $4.1 million or 1%, from $278.0 million for the year ended December 31, 2024. Vessel operating expenses include crewing, repairs and maintenance, and insurance as well as other expenses relating to the
operation of our Hafnia Vessels.
Technical management expenses for the year ended December 31, 2025 was $27.1 million, a decrease of $1.1 million or 4% from $28.2 million for the year ended December 31, 2024.
Technical management expenses consist of general and administrative costs for the internal technical team and the management fee charged by external technical managers.
Calendar days (excluding TC Vessels) decreased to 37,087 from 38,063 for the years ended December 31, 2025 and 2024, respectively.
The following table is a summary of our vessel operating expenses and technical management expenses by operating segment:
For the year ended December 31, Change Percentage Change
In thousands of U.S. dollars except vessel operating expenses per calendar day, technical management expenses per calendar day and calendar days 2025 2024 favourable / (unfavourable)
Vessel operating expenses $ 282,123 $ 278,041 $ (4,082 ) (1 %)
Disaggregation of vessel operating expenses by operating segment:
LR2 16,182 15,624 (558 ) (4 %)
LR1 68,051 64,451 (3,600 ) (6 %)
MR 134,338 132,876 (1,462 ) (1 %)
Handy 63,552 65,089 1,537 2 %
Vessel operating expenses per calendar day in U.S. dollars:(1)
LR2 7,389 7,115 (274 ) (4 %)
LR1 7,973 7,304 (669 ) (9 %)
MR 7,632 7,277 (355 ) (5 %)
Handy 7,255 7,410 155 2 %
Consolidated vessel operating expenses per calendar day: 7,607 7,305 (302 ) (4 %)
Technical management expenses $ 27,082 $ 28,173 $ 1,091 4 %
Disaggregation of technical management expenses by operating segment:
LR2 1,837 1,947 110 6 %
LR1 6,810 7,358 548 7 %
MR 13,052 13,619 567 4 %
Handy 5,383 5,249 (134 ) (3 %)
Technical management expenses per calendar day in U.S. dollars:(1)
LR2 839 887 48 5 %
LR1 798 834 36 4 %
MR 742 746 4 1 %
Handy 615 598 (17 ) (3 %)
Consolidated technical management expenses per calendar day: 730 740 10 1 %
Calendar days by operating segment(2)
LR2 2,190 2,196 6 0 %
LR1 8,535 8,824 289 3 %
MR 17,602 18,259 657 4 %
Handy 8,760 8,784 24 0 %
Total calendar days 37,087 38,063 976 3 %
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This daily amount is calculated on the basis of unrounded amounts, not the rounded amounts in the above table.
(1) Total calendar days exclude calendar days for TC Vessels.
The average vessel operating expenses per day increased to $7,607 per day for the year ended December 31, 2025 from an average of $7,305 per day for the year ended December 31, 2024.
Vessel operating expenses per day increased across all vessel segments, with the largest increases affecting the MR and Handy segments.
Vessel operating expenses and technical management expenses by operating segment are discussed below.
LR2 vessel operating expenses and technical
management expenses. Vessel operating expenses for our LR2 segment were $16.2 million for the year ended December 31, 2025, a decrease of $0.6 million, or 4%, from $15.6 million for the year ended December 31, 2024. Calendar days (excluding
TC vessels) for LR2 vessels remained stable at 2,190 days for the year ended December 31, 2025 as there were no vessel movements during the year. LR2 vessel operating expenses per day increased to $7,389 per day for the year ended December 31, 2025
from $7,115 per day for the year ended December 31, 2024. This increase was the result of general inflationary pressures which drove up crew mustering and victualing costs.
Technical management expenses for our LR2 segment were $1.8 million for the year ended December 31, 2025, a decrease of $0.1 million or 6% from $1.9 million for the year ended
December 31, 2024. LR2 technical management expenses per day decreased to $839 per day from $887 per day for the years ended December 31, 2025 and 2024, respectively.
LR1 vessel operating expenses and technical management expenses. Vessel operating expenses for our LR1 segment were $68.1 million for the year
ended December 31, 2025, an increase of $3.6 million, or 6%, from $64.5 million for the year ended December 31, 2024. Calendar days (excluding TC vessels) for LR1 vessels decreased to 8,535 from 8,824 days for the years ended December 31, 2025 and
2024, respectively, mainly due to the divestment of one LR1 vessel in 2024. LR1 vessel operating expenses per day increased to $7,973 per day for the year ended December 31, 2025 from $7,304 per day for the year ended December 31, 2024. This increase
was mainly due to higher crewing costs for crew changes, higher insurance deductibles for Hull and Machinery and Protection and Indemnity cases.
Technical management expenses for our LR1 segment were $6.8 million for the year ended December 31, 2025, a decrease of $0.6 million or 7% from $7.4 million for the year ended
December 31, 2024. LR1 technical management expenses per day decreased to $798 per day from $834 per day for the years ended December 31, 2025 and 2024, respectively.
MR vessel operating expenses and technical management expenses. Vessel operating expenses for our MR segment were $134.3 million for the year
ended December 31, 2025, an increase of $1.4 million, or 1%, from $132.9 million for the year ended December 31, 2024. Calendar days (excluding TC vessels) for MR vessels decreased to 17,602 from 18,259 days for the years ended December 31, 2025 and
2024, respectively, due to the divestment of vessels during 2024 and 2025. MR vessel operating expenses per day increased to $7,632 per day for the year ended December 31, 2025 from $7,277 per day for the year ended December 31, 2024. This increase
was mainly due to higher crewing costs for crew changes and higher insurance deductibles for various Hull and Machinery cases.
Technical management expenses for our MR segment were $13.1 million for the year ended December 31, 2025, a decrease of $0.5 million or 4% from $13.6 million for the year ended
December 31, 2024. MR technical management expenses per day remained relatively stable at $742 per day for the year ended December 31, 2025.
Handy vessel operating expenses and technical
management expenses. Vessel operating expenses for our Handy segment were $63.6 million for the year ended December 31, 2025, a decrease of $1.5 million, or 2%, from $65.1 million for the year ended December 31, 2024. Calendar days
(excluding TC vessels) for Handy vessels remained relatively stable at 8,760 days for the year ended December 31, 2025 as there were no vessel movements during the year. Handy vessel operating expenses per day decreased to $7,255 per day for the year
ended December 31, 2025 from $7,410 per day for the year ended December 31, 2024. The operating expenses for 2024 were higher due to unforeseen breakdowns and repairs across the Handy fleet.
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Technical management expenses for our Handy segment were $5.4 million for the year ended December 31, 2025, an increase of $0.2 million or 3% from $5.2 million for the year ended
December 31, 2024. Handy technical management expenses per day increased to $615 per day from $598 per day for the years ended December 31, 2025 and 2024, respectively due to general inflationary pressures.
Charter hire expenses. Charter hire expenses were $33.4 million for the year ended December 31, 2025, a decrease of $15.1
million or 31%, from $48.5 million for the year ended December 31, 2024. The decrease was mainly attributable to three short term time charter-in of MR vessels that were entered into and ended during 2024, and therefore did not contribute to charter
hire expenses in 2025. In addition, the time charters for two LR1 vessels ended in November 2024 and February 2025 respectively. As a result, charter hire expenses related to these vessels were incurred for 11 months and 12 months in 2024, compared
to none and two months, respectively, in 2025, which further contributed to the decrease.
Other expenses. Other expenses were $84.9 million for the year ended December 31, 2025, an increase of $5.5 million or 7%,
from $79.4 million for the year ended December 31, 2024. The change was primarily driven by an increase in audit fees, IT and compliance costs.
Gain on disposal of assets. Gain on disposal of assets was $12.2 million for the year ended December 31, 2025 a decrease
of $16.3 million or 57% from a gain of $28.5 million for the year ended December 31, 2024. During the year ended December 31, 2025, we divested four vessels, compared to two vessels during the year ended December 31, 2024. Although more vessels were
divested in 2025, the average gain on disposal per vessel was lower compared to the vessels divested in 2024.
Depreciation charge of property, plant and equipment. Total depreciation was $201.7 million for the year ended December
31, 2025, a decrease of $12.6 million, or 6%, from $214.3 million for the year ended December 31, 2024.
Depreciation for the year ended December 31, 2025 comprised $134.6 million related to vessels, $38.7 million related to drydocking and scrubbers, $28.0 million related to right-of-use assets –
vessels, and $0.3 million of other depreciations. For the year ended December 31, 2024, depreciation comprised $139.0 million related to vessels, $35.7 million related to drydocking and scrubbers, $39.3 million related to right-of-use assets –
vessels, and $0.3 million of other depreciation.
The decrease was primarily driven by a revision of the residual values of the Group’s vessels for the financial year ended December 31, 2025 and prospectively adjusted for this revision as a
change in accounting estimate. This reduced depreciation expense by approximately $5.2 million. Vessel divestments during 2025 and 2024 also contributed to the decrease in depreciation.
Amortisation charge of intangible assets. The amortisation charge was $0.4 million for the year ended December 31, 2025, a
decrease of $0.4 million or 47% from $0.8 million for the year ended December 31, 2024. This decrease was due to intangible assets relating to customer contracts being fully amortized by May 2024.
Interest income. Interest income was $13.5 million for the year ended December 31, 2025, a decrease of $2.8 million, or
17%, from $16.3 million for the year ended December 31, 2024. This decrease was mainly due to lower average cash balances and lower interest income earned on cash deposits during 2025 as compared to 2024.
Interest expense. Interest expense was $49.8 million for the year ended December 31, 2025, a decrease of $2.6 million, or
5%, from $52.4 million for the year ended December 31, 2024.
The decrease in financial expenses during the year ended December 31, 2025 when compared to the year ended December 31, 2024 was primarily attributable to a reduction in interest
rates in 2025 as compared to 2024 and lower loan balances in 2025 as compared to 2024. The reduction in loan balances was mainly due to routine debt repayments and the exercise of purchase options on 21 of our sales and lease-back financings during
2025.
Capitalised financing fees written off. Capitalised financing fees written off were $2.7 million for the year ended
December 31, 2025, an increase of $0.6 million or 31% from $2.1 million for the year ended December 31, 2024. In 2025, the $2.7 million of written off financing fees resulted from the extinguishment of debt and refinancing of certain sale and
lease-back liabilities.
Other finance expense. Other finance expense was $5.6 million for the year ended December 31, 2025, a decrease of $4.1
million, or 42%, from $9.7 million for the year ended December 31, 2024. These are generally non-routine items that occur when borrowings are extinguished or refinanced.
Other finance expense for the year ended December 31, 2025 consisted of foreign currency exchange gain of $0.5 million, borrowings undrawn commitment fees of $2.0 million, other
financial expenses of $3.6 million and net realised losses on derivatives of $0.5 million.
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Other finance expense for the year ended December 31, 2024 consisted of foreign currency exchange loss of $0.5 million, borrowings undrawn commitment fees of $2.4 million, other
financial expenses mainly consisting of loan admin fees, fees relating to exercise of purchase options for certain vessels acquired in the CTI Transaction amounting to $5.1 million and net realised losses on derivatives of $1.7 million.
The decrease in other finance expense for the year ended December 31, 2025 as compared to December 31, 2024 was primarily due to $2.1 million of gains recorded on foreign exchange
forward swaps during 2025, which was a $3.6 million favourable change from $1.5 million of losses recorded in 2024. This was partially offset by $2.4 million increase in realised losses recorded on interest rate swaps which do not qualify for hedge
accounting. Net foreign currency exchange losses decreased by $1.0 million in 2025 as compared to 2024 due to movements in exchange rates during the period.
Share of profit of equity-accounted investees, net of tax. Share of profit of equity accounted investees, net of tax, for
the year ended December 31, 2025 was $17.2 million, a decrease of $3.3 million or 16% from a share of profit of $20.5 million for the year ended December 31, 2024. The decrease was primarily attributable to lower earnings from the six LR1 vessels
under the Vista Joint Venture, which are employed in the LR1 Pool. Earnings were higher in 2024 due to elevated ton-mile demand, which has since moderated in 2025 following the normalisation of trade flows and the corresponding decrease in freight
rates.
Other comprehensive loss. Other comprehensive loss mainly consists of fair value changes of the effective portion of
derivate financial instruments designated as hedging instruments under cash flow hedge accounting, net of any reclassifications to profit or loss as and when the hedged interest expense on the borrowings is recognised in profit or loss, and fair
value changes of certain equity investments which are long term and strategic in nature and not held for the purpose of trading. Other comprehensive loss for the year ended December 31, 2025 was $49.5 million, which was an increase of $32.0 million
or 182% from a loss of $17.6 million for the year ended December 31, 2024. The decrease was mainly driven by fair value losses recognised on the equity investments in TORM and CHW-LA1, partially offset by an increase in the fair value of Diginex as
at December 31, 2025. These fair value changes resulted in a net fair value loss of $37.0 million. In addition, we recognised a fair value loss of $12.9 million in the hedging reserve, driven by changes in the forecasted interest rate environment.
Results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023
For a discussion of our results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please see “Item 5. Operating and
Financial Review and Prospects – A. Operating Results – Results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023” contained in our 2024 Annual Report on
Form 20-F.
B. Liquidity and Capital Resources
We operate in a capital-intensive industry. We have historically financed our acquisition of vessels and other capital expenditures through a combination of cash generated from
operations, equity capital, credit facilities, and sale and lease-back arrangements.
Our primary source of funds for our short-term and long-term liquidity needs is expected to be the cash flows generated from our Hafnia Vessels and TC Vessels trading in the Pools, in
the spot market or on time charter, in addition to cash on hand. Additionally, we receive repayments on shareholder loans from our joint ventures that have vessels operating in the Pools or on long-term time charters. In addition to cash from
operations, our sources of medium and long-term liquidity include new loans, refinancings of existing arrangements, drawdowns under committed secured revolving credit facilities, equity issuances, vessel sales, and sale-and-leaseback agreements.
Historically, market rates for the vessels in our Hafnia Fleet have been volatile and periodic adjustments in supply and demand for tankers make the industry cyclical. We expect
continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and long-term liquidity. When Hafnia Vessels or TC Vessels operate directly in the spot market, we are exposed to high volatility,
but we can also take advantage of rising freight and hire rates. In our view, the volatility is reduced for those of our Hafnia Vessels and TC Vessels operating in the Pools because (i) the Pools aggregate the revenues and expenses of all pool
participants and distribute net earnings to the participants based on an agreed-upon formula and (ii) some of the vessels in the pool are on time charter, which ensures a less volatile income stream. In addition to Hafnia Vessels trading directly in
the spot market and in the Pools, we also have Hafnia Vessels on long-term time charters. The income from these vessels is less volatile but also does not allow us to take advantage of rising rate environments.
In addition to the general volatility in our industry, our cash flows are affected by the number of vessels we have in operation at a given time. This number may increase or decrease
during the year due to vessel acquisitions and divestments as well as drydocking, repairs, maintenance or other events impacting the operability of our Hafnia Vessels and TC Vessels.
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Furthermore, the cash flows we generate from our Hafnia Vessels and TC Vessels have in the past and may in the future be impacted by geopolitical events such as the COVID-19 pandemic,
the war between Russia and Ukraine, as well as other geopolitical risks such as the conflict between Israel and Hamas, the conflict between U.S., Israel and Iran and the resulting disruptions to shipping in the Red Sea and increasing trade
protectionism. The volatility brought on by the ongoing war between Russia and Ukraine, which has resulted in the implementation of sanctions on the export of Russian crude oil, refined petroleum products, and vessels involved in those trades, has
continued to disrupt supply chains and trade routes. We recorded high revenue and net income during the years ended December 31, 2024 and December 31, 2023 as a result of favourable market conditions that began in March 2022.
At the start of 2025, our performance was negatively impacted by the disruptions in the Red Sea, as an increasing number of alternative, shorter intra-hemispheric trade routes were
established, bypassing the Red Sea. Additionally, low crude freight rates in 2024 prompted the transition of crude tankers into trading clean products, which adversely affected our cash flows. The second half saw performance strengthening, due to
increased crude production and a growing number of sanctioned crude tankers, which reduced the cannibalisation effect and led to a notable shift of LR2 vessels into the crude trade.
Our short-term liquidity requirements relate to operating expenses for our Hafnia Vessels and voyage expenses for our Hafnia Vessels and JV Vessels, service of our credit facilities
and payments on lease liabilities (sale and lease-back arrangements accounted for as financing transactions) and time charters, drydocking of certain Hafnia Vessels, contributions or loans to joint ventures, dividend payments, and exercise of
purchase options and purchase obligations coming due in the next 12 months.
Our long-term liquidity requirements relate to repayment of credit facilities, payments relating to lease liabilities (sale and lease-back arrangements accounted for as financing
transactions) and time-charters (which are accounted for under IFRS 16 – Leases), capital expenditures including acquisition of new or second-hand vessels, non-vessel investments, drydocking of Hafnia Vessels
and payment of dividends on our ordinary shares. Our debt facilities and certain of our obligations related to lease liabilities (sale and lease-back arrangements accounted for as financing transactions) typically require us to make interest payments
based on SOFR. Significant increases in interest rates could adversely affect our results of operations and our ability to service our debt; however, as a part of our strategy to minimise financial risk, we use interest rate swaps to reduce our
exposure to market risk from changes in interest rates.
During 2025, and in addition to our regularly scheduled debt and lease repayments including payments in relation to credit facilities that are maturing during 2025, we also committed
to the following:
• The exercise of the purchase options on two MR vessels (Hafnia Tanzanite and Hafnia Tourmaline) under a sale and lease-back arrangement with CSSC. The purchases closed in January 2025 resulting in a reduction of the related finance lease liability of $38.4 million.
• The exercise of the purchase options on two Handy vessels (Hafnia Azotic and Hafnia Aronaldo) under a sale and lease-back arrangement with OCY. The purchase of Hafnia Aronaldo closed in June 2025 and the purchase of Hafnia Azotic closed in September 2025, resulting in a reduction of the related finance lease liability of $39.7 million.
• The exercise of the purchase options on 12 LR1 vessels (Hafnia Exceed, Hafnia Excel, Hafnia Excellence, Hafnia Excelsior, Hafnia Executive, Hafnia Expedite, Hafnia Experience, Hafnia Express, Hafnia Precision, Hafnia Prestige, Hafnia Pride and Hafnia Providence ) under a sale and lease-back arrangement with ICBC Leasing between July and October 2025, resulting in a reduction of the related finance lease liability of $308.4 million.
• The exercise of the purchase options on four Chemical Handy vessels (Hafnia Amessi, Hafnia Aquamarine, Hafnia Axinite and Hafnia Azurite) under a sale and lease-back arrangement with CMB Leasing between September and October 2025, resulting in a reduction of the related finance lease liability of $62.1 million.
• The fulfilment of the purchase obligation of one LR1 vessel (Hafnia Asia) under a sale and lease-back agreement with Skaatholmen Shipping Ltd. This purchase closed in July 2025 resulting in a reduction of the related finance lease liability of $17.3 million.
The MUSD 39.2 SEB Facility matured in November 2025 while the MUSD 472 Facility is maturing in September 2026.
We do not have any other debt or leasing financing arrangements scheduled to mature or expire within 12 months of the date of this Annual Report. We may elect to use purchase options
under our sale and lease-back arrangements or time charter-in arrangements, in which case the financial lease liabilities or IFRS-16 lease liabilities, as applicable, relating to the vessel(s) in question will be reduced accordingly.
While we believe our current financial position is adequate to address these cash outflows, a deterioration in economic conditions could cause us to breach the covenants under our
financing arrangements and could have a material adverse effect on our business, results of operations, cash flows and financial condition. These circumstances could cause us to seek covenant waivers from our lenders and to pursue other means to
raise liquidity, such as through the sale of vessels or in the capital markets. A discussion and analysis of our key risks, including sensitivities thereto, can be found in “Item 3. Key Information – D. Risk Factors”
and “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
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We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in our best interests, which may include the pursuit of
additional vessel sales, business combinations, the acquisition of vessels or related businesses, investments in new technologies, the expansion of our operations, repayment of existing debt, share repurchases, short-term investments or other uses.
In connection with any transaction, we may enter into additional financing arrangements, refinance existing arrangements or raise capital through public or private debt or equity offerings of our securities. Any funds received or raised by us may be
used for any corporate purpose. There is no guarantee that we will grow the size of our fleet or enter into transactions that are accretive to our shareholders.
As at December 31, 2025, we had $427.8 million in liquidity available (December 31, 2024: $517.3 million) with cash and cash equivalents (excluding cash retained in the commercial
pools and restricted cash) of $103.6 million (December 31, 2024: $195.3 million) and amounts available and undrawn under our revolving credit facilities of $324.2 million (December 31, 2024: $322.0 million). As at the date of this Annual Report, we
hold cash and cash equivalents in U.S. dollars, NOK, EUR, SGD, DKK, and AED (United Arab Emirates Dirham). The changes in our cash balance are discussed below under the section entitled “Cash Flows”. As at
December 31, 2025, we had $1,123.0 million (December 31, 2024: $1,122.2 million) in aggregate outstanding indebtedness (which reflects the amounts payable under loans from related and non-related parties, bank borrowings, sale and lease-back
liabilities (accounted for as financing transactions) and other lease liabilities). Our credit facilities and other financing arrangements are described below under the section entitled “Financing Arrangements”.
We expect that our existing liquidity and working capital combined with the cash flow we expect to generate from our operations will be sufficient to finance our liquidity needs for a
period of at least 12 months from the date of this Annual Report.
Equity
As at December 31, 2025, we had issued 512,563,532 (December 31, 2024: 512,563,532, December 31, 2023: 506,820,170) ordinary shares. At the date of this Annual Report, we have issued
512,563,532 ordinary shares. All ordinary shares issued are fully paid. As at December 31, 2025, we held 14,573,890 shares in treasury (December 31, 2024: 9,639,056, December 31, 2023: 2,626,651).
In the years ended December 31, 2023, we have not had any share repurchase programs. In the year ended December 31, 2024, we launched a share repurchase program to repurchase up to
18,000,000 shares for a total amount of $100.0 million during the period December 2, 2024 until no later than January 27, 2025 for the purposes of reducing the number of outstanding shares and to provide returns to the shareholders. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more information on our share repurchase program.
Cash Flows
The table below summarises our sources and uses of cash for the periods presented:
In thousands of U.S. dollars For the year ended December 31,
Cash flow data 2025 2024 2023
Net cash provided by operating activities $ 602,889 $ 1,030,364 $ 1,060,806
Net cash (used in)/provided by investing activities (363,717 ) 29,892 (31,677 )
Net cash used in financing activities (330,165 ) (999,209 ) (1,086,933 )
For a discussion of cash flows for the year ended December 31, 2024 compared to December 31, 2023, reference is made to “Item 5. Operating and
Financial Review and Prospects – B. Liquidity and Capital Resources – Cash Flows” included in our 2024 Annual Report.
Cash flow from operating activities
Changes in net cash flow from operating activities primarily reflect changes in fleet size, fluctuations in spot tanker rates, changes in interest rates, fluctuations in working
capital balances and the timing and the amount of drydocking expenditures, repairs, and maintenance activities. Our exposure to the highly cyclical spot tanker market and the growth of our fleet have contributed significantly to historical
fluctuations in operating cash flow.
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Year ended December 31, 2025 compared to year ended December 31, 2024:
The following table sets forth the components of our operating cash flows for the years ended December 31, 2025 and December 31, 2024:
For the year ended December 31, Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Profit for the financial year $ 339,682 $ 774,035 $ (434,353 ) (56 %)
Adjustments for:
- income tax expense 2,495 4,418 (1,923 ) (44 %)
- depreciation and amortisation charges 202,129 215,111 (12,982 ) (6 %)
- (gain) on disposal of assets (12,236 ) (28,520 ) 16,284 57 %
- interest income (13,496 ) (16,317 ) 2,821 17 %
- finance expense 58,095 64,106 (6,011 ) (9 %)
- share of (profit) of equity-accounted investees, net of tax (17,190 ) (20,515 ) 3,325 16 %
- equity-settled share-based payment transactions 3,205 2,960 245 8 %
Operating cash flow before working capital changes 562,684 995,278 (432,594 ) (43 %)
Changes in working capital:
- intangible assets (10,746 ) (5,919 ) (4,827 ) (82 %)
- inventories 25,128 13,549 11,579 85 %
- trade and other receivables, and prepayments (15,347 ) 53,415 (68,762 ) (129 %)
- trade and other payables, and provisions 41,329 (16,445 ) 57,774 351 %
Cash generated from operations 603,048 1,039,878 (436,830 ) (42 %)
Income tax paid (159 ) (9,514 ) 9,355 98 %
Net cash provided by operating activities $ 602,889 $ 1,030,364 $ (427,475 ) (41 %)
Net cash provided by operating activities decreased by $427.5 million in 2025 as compared to 2024. This was primarily driven by the decrease of $435.4 million in TCE income in 2025 as
compared to 2024.
Cash flow from investing activities
Cash flows from our investing activities primarily relate to our acquisition of vessels and divestment of vessels as well as our investments in our joint ventures as further described in “Item 4. Information on the Company – A. History and Development of the Company – Joint Ventures”.
Year ended December 31, 2025 compared to year ended December 31, 2024:
The following table sets forth the components of our investing cash flows for the years ended December 31, 2025 and December 31, 2024:
For the year ended December 31 Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Interest income received $ 12,006 $ 12,459 $ (453 ) (4 %)
Loan to joint ventures (10,918 ) (13,207 ) 2,289 17 %
Acquisition of other investments (311,433 ) (861 ) (310,572 ) (36,071 %)
Equity investment in joint venture (25 ) (2,217 ) 2,192 99 %
Return of investment in joint venture 1,000 1,360 (360 ) (26 %)
Purchase of intangible assets - (23 ) 23 100 %
Proceeds from disposal of property, plant and equipment 75,536 57,098 18,438 32 %
Proceeds from disposal of other investments - 2,343 (2,343 ) 100 %
Repayment of loan by joint venture company 16,316 22,540 (6,224 ) (28 %)
Purchase of property, plant and equipment (146,199 ) (49,600 ) (96,599 ) (195 %)
Net cash (used in)/provided by investing activities $ (363,717 ) $ 29,892 $ (393,609 ) (1,317 %)
The increase in net cash used in investing activities of $393.6 million in 2025, as compared to 2024, was primarily due to the acquisition of approximately 14.1 million A shares in
TORM for a total consideration of $311.4 million. In addition, we completed 43 vessel drydocks during 2025, compared to 21 in 2024. The costs of drydocks per vessel in 2025 were also higher, as a number of vessels drydocked in 2025 had work performed
on their COT coating which increased their drydocking costs. This resulted in a $96.6 million increase in the purchase of property, plant, and equipment. These increases were partially offset by higher proceeds from the disposal of property, plant,
and equipment as we divested four vessels during 2025, as compared to two vessels during 2024, as well as other smaller changes in investing activities.
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Cash flow from financing activities
Cash flows from financing activities primarily consist of the proceeds from drawdowns, repayments and costs related to our secured and unsecured debt, financial lease liabilities
(relating to sale and lease-back contracts) and lease liabilities arising from the recognition of long-term leases onto the balance sheet in accordance with IFRS 16; the issuance and costs related to our ordinary shares and the payment of dividends
to our common shareholders.
Year ended December 31, 2025 compared to year ended December 31, 2024:
The following table sets forth the components of our financing cash flows for the years ended December 31, 2025 and December 31, 2024:
For the year ended December 31 Change Percentage Change
In thousands of U.S. dollars 2025 2024 favourable / (unfavourable)
Proceeds from borrowings from external financial institutions $ 900,000 $ 110,000 $ 790,000 718 %
Repayment of borrowings to external financial institutions (422,774 ) (109,136 ) (313,638 ) (287 %)
Repayment of lease liabilities (524,267 ) (201,191 ) (323,076 ) (161 %)
Payment of financing fees (7,284 ) (1,085 ) (6,199 ) (571 %)
Interest paid to external financial institutions (57,496 ) (71,727 ) 14,231 20 %
Proceeds from exercise of employee share options - 935 (935 ) 100 %
Proceeds from settlement of derivative financial instruments 12,105 30,044 (17,939 ) (60 %)
Dividends paid (198,639 ) (699,883 ) 501,244 72 %
Repurchase of treasury shares (27,656 ) (49,161 ) 21,505 44 %
Other finance expense paid (4,154 ) (8,005 ) 3,851 48 %
Net cash used in financing activities $ (330,165 ) $ (999,209 ) $ 669,044 67 %
(1) See the following table setting forth the cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS 16 lease liabilities during the years ended December 31, 2025 and 2024.
The decrease of $669.0 million in net cash used in financing activities in 2025, as compared to 2024, was primarily due to a decrease in profits and consequently less dividends paid
in 2025.
During 2025, we refinanced the MUSD 216 Facility and the MUSD 84 Facility – SEB into the MUSD 715 Facility. We also exercised the purchase options and extinguished the liabilities on
21 sale and lease-back financings and subsequently refinanced most of these vessels under the MUSD 715 Facility and MUSD 175 Facility. We also repaid the debt on sold vessels that were secured under Hafnia Credit Facilities. The net cash used in
these refinancing activities and credit facility-related activities was partially offset by drawdowns from the Credit Facilities. Overall, these activities resulted in $103.9 million of net cash used, which was $147.2 million lower than in 2024.
Lastly, we also spent $21.5 million less cash in the repurchase of treasury shares during 2025.
Cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS lease liabilities
The table below sets forth the cash drawdowns and repayments on our secured credit facilities, unsecured debt, sale and lease-back liabilities, and IFRS 16 lease liabilities during
the years ended December 31, 2025 and 2024. The table below does not include cash drawdowns and repayments on credit facilities or other financing arrangements obtained in our joint ventures. Furthermore, the below overview does not include a $50
million receivables purchase facility, which was in place during 2021-2023, but which is no longer in place, or any “loans” received from suppliers that constitute or have the function of deferred payment terms.
During these periods, certain credit facilities, unsecured debt, and lease financing arrangements were either entered into, drawn, or repaid in full. We refer to Note 16 and Note 18
of our Consolidated Financial Statements included in Item 17 of this Annual Report for further details of all of our financing arrangements, including the activity that occurred during the years ended December 31, 2025 and 2024.
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2025 2024
In thousands of U.S. dollars Drawdowns Repayments Drawdowns Repayments
Credit Facilities
$715m facility $ 637,000 $ — $ — $ —
$473m facility — (37,202 ) — (28,991 )
$374m facility(3) N/A N/A N/A N/A
$303m facility 96,000 (176,000 ) 110,000 (30,000 )
$216m facility(1) — (131,250 ) — (12,600 )
$175m borrowing base facility – Citibank 7,000 — — (12,500 )
$175m borrowing base facility – UOB — (1,500 ) — (1,500 )
$175m facility – DBS, E.Sun 160,000 — — —
$106m facility(2) — — — (6,777 )
$84m facility – SEB(1) — (49,855 ) — (4,316 )
$84m facility – DSF — (8,632 ) — (6,240 )
$50m FFA margin facility(4) — — N/A N/A
$40m facility — (2,874 ) — (2,874 )
$39m facility(1) — (15,458 ) — (3,338 )
Total Credit Facilities $ 900,000 $ (422,771 ) $ 110,000 $ (109,136 )
Sale and lease-back
CMB – Fixed rate: (6) Hafnia Axinite, Hafnia Ammolite, Hafnia Azurite, Hafnia Amessi, Hafnia Aquamarine — (67,345 ) — (6,130 )
CSSC:(5) Hafnia Topaz, Hafnia Tourmaline, Hafnia Tanzanite, Hafnia Alabaster, Hafnia Aragonite, Hafnia Achroite — (34,939 ) — (72,550 )
Doun Kisen: Hafnia Africa — (2,328 ) — (2,214 )
ICBCL: (5) Hafnia Excel, Hafnia Exceed, Hafnia Excellence, Hafnia Executive, Hafnia Expedite, Hafnia Experience, Hafnia Excelsior, Hafnia Express, Hafnia Precision, Hafnia Pride, Hafnia Prestige, Hafnia Providence — (326,294 ) — (29,580 )
ICBCL:(5) Hafnia Adamite, Hafnia Almandine, Hafnia Amazonite, Hafnia Amber — — N/A N/A
Ocean Yield: (5) Hafnia Aronaldo, Hafnia Azotic, Hafnia Turquoise — (41,557 ) — (3,088 )
Jiangsu Financial Leasing Sky:(5) Hafnia Viridian, Hafnia Violette, Hafnia Sirius, Hafnia Sky — — — (39,638 )
Skaatholmen Shipping: (5) Hafnia Arctic & Hafnia Asia — (18,189 ) — (1,755 )
Yong Sheng Shipping: Hafnia Australia — (2,094 ) — (2,045 )
Total sale and lease-back liabilities — $ (492,746 ) $ — $ (156,999 )
In thousands of U.S. dollars 2025 2024
IFRS 16 lease liabilities Additional lease liabilities recognised Repayments(7) Additional lease liabilities recognised Repayments(7)
Basset $ 3,259 $ (3,495 ) 3,069 $ (3,622 )
Beagle 3,421 (3,666 ) 3,273 (3,238 )
Boxer 3,278 (3,571 ) 3,040 (3,375 )
Bulldog 3,298 (3,397 ) 3,219 (3,677 )
Clearocean Ginkgo(8) — — — (3,183 )
Clearocean Milano(8) — — — (2,828 )
Dee4 Larch(8) — — — (1,347 )
Kamome Victoria(8) — — — (2,663 )
Karimata 4,071 (4,511 ) 3,667 (4,121 )
Orient Challenge 3,056 (3,406 ) — (3,281 )
Orient Innovation 3,043 (3,407 ) — (3,268 )
Peace Victoria (8) — (409 ) 2,568 (4,040 )
Sunda 4,084 (4,537 ) 3,968 (4,220 )
Hokkaido 19,892 (1,122 ) — —
Total IFRS 16 lease liabilities $ 47,402 $ (31,521 ) $ 22,804 $ (42,724 )
(1) This facility has been fully repaid in 2025, as of the date of this Annual Report, is no longer in place.
(2) This facility has been rolled over on a cashless basis into the $84m – DSF Facility and as at the date of prior year Annual Report is no longer in place.
(3) This facility was terminated in 2025, as of the date of this Annual Report, is no longer in place.
(4) This facility has been drawn and repaid on an ongoing basis to support FFA trading margin requirements throughout 2025 and 2024. As this facility is directly linked to the FFA margin trading account with DBS, any drawdowns are automatically netted at DBS with no cashflow impact to Hafnia on an operational basis unless in the event of a margin call.
(5) As at the date of this Annual Report, we have divested or refinanced all vessels under these SLBs, and therefore, these SLBs are no longer in place.
(6) We have divested Hafnia Axinite, Hafnia Azurite, Hafnia Amessi and Hafnia Aquamarine, and therefore, as at the date of this Annual Report, this SLB only relates to Hafnia Ammolite
(7) Repayments for IFRS 16 lease liabilities included in the above table are exclusive of interest on lease liabilities.
(8) These vessels have been redelivered to their respective owners.
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Material non-cash transactions
We do not have any material non-cash transactions in the year ended December 31, 2025.
Financing Arrangements
We finance our operations through secured credit facilities and sale and lease-back arrangements. See the section “Sale and lease-back” below for additional information on the sale
and lease-back arrangements we have entered into.
We have entered into credit facilities in a number of our subsidiaries. Additionally, our joint venture companies have entered into credit facilities. We do not recognise the debt of
our joint venture companies on our balance sheet as they have been equity accounted, but we have a 50% interest in the debt through our equity ownership of the joint ventures. See below “Hafnia Credit Facilities” for the credit facilities entered
into by Hafnia and wholly-owned subsidiaries and “Joint Venture Credit Facilities” for the credit facilities entered into by our joint ventures. We refer to Note 16 and Note 18 of our Consolidated Financial Statements included in Item 17 of this
Annual Report for further details on our secured credit facilities, sale and lease-back liabilities, and IFRS 16 lease liabilities and to Note 9 and 10 for additional information about our joint ventures.
Our debt and lease financing agreements may additionally require
us to comply with a number of covenants, including financial covenants related to liquidity, consolidated net worth, maximum leverage ratios, loan-to-value ratios and collateral maintenance, informational requirements, including the delivery of
quarterly and annual consolidated financial statements and annual projections, and restrictive covenants, including maintenance of adequate insurances;
compliance with laws (including environmental); maintenance of flag and class of the vessels; restrictions on consolidations, mergers or sales of assets; approvals on changes in the manager of the vessels; limitations on liens; limitations on
additional indebtedness; prohibitions on paying dividends if a covenant breach or an event of default has occurred or would occur as a result of payment of a dividend; prohibitions on transactions with affiliates; and other customary covenants.
Furthermore, our debt and lease financing agreements contain customary events of default, including cross-default provisions, as well as subjective acceleration clauses under which the debt could become due and payable in the event of a material
adverse change in our business
Hafnia Credit Facilities
As at December 31, 2025, our outstanding liability under our credit facilities (the “Hafnia Credit Facilities”) was $1,057.6 million.
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The table below gives an overview of our term loan facilities and revolving credit facilities as at December 31, 2025 and December 31, 2024:
Credit Facility(1) Maturity Date Total outstanding debt as at December 31, 2025(2) Total outstanding debt as at December 31, 2024(2)
In thousands of U.S. dollars
MUSD 715 Facility July 21, 2032 $ 637,000 N/A
MUSD 473 Facility September 30, 2026 49,897 $ 87,098
MUSD 303 Facility February 28, 2029 N/A 80,000
MUSD 216 Facility October 2, 2026(3) N/A 131,250
MUSD 175 Facility – Citi Renewable semi-annually(4) 47,500 40,500
MUSD 175 Facility – UOB Renewable semi-annually(4) 57,000 58,500
MUSD 175 Facility – DBS, E.Sun December 18, 2032 160,000 N/A
MUSD 84 Facility – DSF Up to July 11, 2029 71,050 79,683
MUSD 84 Facility – SEB December 31, 2026 (term loan) and December 31, 2023 (revolving credit facility)(5) N/A 49,855
MUSD 50 FFA Facility Renewable semi-annually(4) N/A N/A
MUSD 40 Facility January 26, 2029 33,007 35,881
MUSD 39 Facility November 24, 2025(5) N/A 15,464
Total debt under the credit facilities $ 1,057,621 $ 578,231
(1) The table does not include any “loans” received from suppliers that constitute or have the function of deferred payment terms.
(2) The balances set forth in the table above reflect the principal outstanding due under each facility as at the specified date and does not reflect any (i) unamortised deferred financing fees or other fees, (ii) discounts/premiums, or (iii) deposits or any other amounts not a part of the principal outstanding amount.
(3) This facility has been refinanced and, as of the date of this Annual Report, no longer in place.
(4) The MUSD 175 Facility – Citi, MUSD 175 Facility – UOB facilities were partially drawn as of December 31, 2025, and December 31, 2024. The MUSD 50 FFA Facility was partially drawn as at December 31, 2025 and was undrawn as at December 31, 2024. For the borrowings under these facilities, we are obligated to either roll over into a new loan under the facility in question or repay the loan within the relevant term. Undrawn portions of these facilities were uncommitted as at December 31, 2025, and December 31, 2024 and as at the date of this Annual Report remain uncommitted. An uncommitted facility is a facility where the lenders have no legal obligation to provide a loan but can elect to do so at their discretion.
(5) This facility has matured and is as of the date of this Annual Report, no longer in place.
Each of the Hafnia Credit Facilities bears a floating interest comprised of applicable SOFR (term SOFR, daily SOFR or daily non-cumulative compounded SOFR, as applicable) and a
margin.
Credit facilities
Find below detailed descriptions of each of our current term loan and revolving credit facilities. The facilities are listed with the largest credit facilities first.
MUSD 715 Facility
On July 10, 2025, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $715 million reducing revolving credit facility (the “MUSD 715 Facility”) with a syndicate comprising
BNP Paribas, Skandinaviska Enskilda Banken AB, DBS Bank, E.Sun Bank, ING Bank, IYO Bank, Oversea-Chinese Banking Corporation, Société Générale, Standard Chartered Bank, Taishin Bank and United Overseas Bank with ING Bank as facility coordinator and
agent. The MUSD 715 Facility was established to partially refinance four existing debt facilities and for general corporate purposes, with a security package comprising 32 vessels. The MUSD 715 Facility will mature on July 21, 2032.
The MUSD 715 Facility has an uncommitted accordion option of up to $417 million, which can be exercised and established within two years of signing (the “Accordion Facility”). The
Accordion Facility (if exercised) shall be established on substantially the same terms and conditions as the original MUSD 715 Facility. The Accordion Facility’s security package will be cross-collateralised with the MUSD 715 Facility’s security
package of 32 vessels upon establishment.
The MUSD 715 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin.
As at December 31, 2025, the outstanding amount under the MUSD 715 Facility was $637.00 million.
MUSD 473 Facility
On September 24, 2019, our wholly-owned subsidiaries Hafnia Tankers Shipholding Singapore Pte. Ltd., Hafnia Tankers Shipholding Alpha Pte. Ltd., Hafnia Tankers Shipholding Denmark 1
ApS (subsequently merged into our wholly-owned subsidiary Hafnia Tankers ApS), and Hafnia Tankers Singapore Sub-Holding Pte. Ltd. entered into a $473 million senior secured term loan and revolving credit facility (the “MUSD 473 Facility”) with a
syndicate comprising of ABN Amro, BNP Paribas, Crédit Agricole, Danske Bank, Danish Ship Finance, ING Bank, Nordea, Oversea-Chinese Banking Corporation, Skandinaviska Enskilda Banken AB, and Standard Chartered Bank with Nordea as facility agent, for
the purpose of refinancing two existing debt facilities. The MUSD 473 Facility consists of two tranches of which Tranche A is a $413 million term loan facility (the “2019 Term Loan”) and Tranche B is a $60 million revolving credit facility (the “2019
RCF”).
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The MUSD 473 Facility has a term of seven years from the date of first drawdown of the loan. The MUSD 473 Facility bears an interest rate of daily non-cumulative compounded SOFR plus
a margin and is payable in quarterly instalments with a balloon at maturity. The first drawdown was made on September 30, 2019 and therefore the facility will expire on September 30, 2026.
On May 27, 2025, the 2019 RCF was partially reduced to $21.82 million due to the release of certain vessels from the security package and Hafnia Tankers Shipholding Singapore Pte.
Ltd. was released as a borrower under the MUSD 473 Facility.
As at December 31, 2025, the outstanding amount under the MUSD 473 Facility was $49.90 million consisting of $49.90 million from the 2019 Term Loan while the 2019 RCF has remained
undrawn.
MUSD 374 Facility
On March 22, 2021, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $374 million senior secured term loan and revolving credit facility (the “MUSD 374 Facility”) with a
syndicate comprising ABN Amro, BNP Paribas, DBS Bank, ING Bank, IYO Bank, Oversea-Chinese Banking Corporation, Skandinaviska Enskilda Banken AB, Société Générale, Standard Chartered Bank and United Overseas Bank with Standard Chartered Bank as
facility coordinator and agent. The MUSD 374 Facility has a term of seven years and consists of a $274 million term loan facility (the “2021 Term Loan”) and a $100 million amortising revolving credit facility (the “2021 RCF”). The MUSD 374 Facility
was set up through the refinancing of two existing debt facilities.
The MUSD 374 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity. The MUSD 374
Facility has a sustainability margin adjustment mechanism that depends on our continuous improvement in certain emissions-related key performance indicators (KPIs) including a Fleet Sustainability Score determined by Annual Efficiency Ratio Values
and the compliance with SOx cap regulations for all Hafnia-owned ships, in which it enjoys a discount on the margin of up to 0.05% if sustainability targets are met or a premium on the margin of up to 0.025% if sustainability targets are not met.
On June 30, 2025 the MUSD 374 Facility was terminated. No outstanding amount was due as the term loan was fully repaid in 2023 and the revolving credit facility remained undrawn at
the time of termination.
MUSD 303 Facility
On August 30, 2023, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $303 million reducing revolving credit facility (the “MUSD 303 Facility”) with a syndicate of banks
including BNP Paribas, Citibank, Danske Bank, DBS Bank, IYO Bank, Nordea Bank, Oversea-Chinese Banking Corporation and Standard Chartered Bank with BNP Paribas as facility coordinator and Nordea Bank as facility agent. The MUSD 303 Facility was setup
for the purpose of refinancing existing debt and new vessel acquisitions. The MUSD 303 Facility will mature on February 28, 2029.
The MUSD 303 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin depending on the level of utilisation of the revolving credit facility. The MUSD 303
Facility has an annual sustainability margin adjustment mechanism with DNV providing the second party opinion on key performance indicators (KPIs) such as emissions-related key performance indicators (KPIs) including a Fleet Sustainability Score
determined by Annual Efficiency Ratio Values of all Hafnia-owned ships and relative share of chemical cargoes carried by the Group in which it enjoys a discount on the margin of up to 0.05% if sustainability targets are met or a premium on the margin
of up to 0.05% if sustainability targets are not met.
As at December 31, 2025, the MUSD 303 Facility was undrawn.
MUSD 216 Facility
On January 10, 2019, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $216 million senior secured term loan facility (the “MUSD 216 Facility”) with a syndicate of banks
including Nordea, BNP, OCBC, Société Générale, Standard Chartered Bank and United Overseas Bank, for the purpose of financing six LR2 newbuilds. The MUSD 216 Facility has a term of seven years from the drawdown date for the Tranche A Facility and
five years from the drawdown date for the Tranche B Facility. As at December 31, 2019, all six LR2 newbuilds have been delivered with the Tranche A Facility fully drawn down. The Tranche B Facility was partially cancelled in September 2019 with the
remaining tranche being fully drawn in February 2020. The Tranche B Facility has been fully repaid as at March 31, 2023.
On March 18, 2022, we (through our subsidiary Hafnia SG Pte. Ltd.) successfully upsized the MUSD 216 Facility with a new two-year tenor revolving credit facility tranche of $70
million (“Tranche C”). The tranche is non-amortising. Two lenders from the existing facility participated in Tranche C. Tranche C was cancelled as at November 14, 2023.
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The MUSD 216 Facility Tranche A and B bear an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
The MUSD 216 Facility Tranche C bears an interest rate of daily non-cumulative compounded SOFR plus a margin until maturity or cancellation.
On July 21, 2025 the MUSD 216 Facility was terminated with the outstanding amount under Tranche A of $124.95 million being fully repaid.
MUSD 175 Facility – Citi
On January 20, 2023, our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into an uncommitted $175 million borrowing base facility (the “MUSD 175 Facility – Citi”) with Citibank
N.A. to finance its receivables – freight, demurrage and freight-in-transit for the LR2 and LR1 pools. The MUSD 175 Facility – Citi has a tenor of six months and is renewable every six months. The undrawn portion of the facility remains uncommitted
until drawn. This means that the lender does not have a legal obligation to provide loans under the facility but that the terms and conditions of the facility will apply if the facility is drawn. The drawn debt is used to provide back-to-back working
capital loans to pool participants in the LR2 and LR1 pools subject to receipt of eligible transaction security.
The MUSD 175 Facility – Citi bears an interest rate of 1 month term SOFR plus a margin.
As at December 31, 2025, the outstanding amount under the MUSD 175 Facility – Citi was $47.50 million.
MUSD 175 Facility – UOB
On February 24, 2023, our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into an uncommitted $175 million borrowing base facility (the “MUSD 175 Facility – UOB”) with United
Overseas Bank Limited to finance its receivables – freight, demurrage and freight-in-transit for the MR and Handy pools. The MUSD 175 Facility – UOB has a tenor of six months and is renewable every six months. The undrawn portion of the facility
remains uncommitted until drawn. This means that the lender does not have a legal obligation to provide loans under the facility but that the terms and conditions of the facility will apply if the facility is drawn. The drawn debt is used to provide
back-to-back working capital loans to pool participants in the MR and Handy pools subject to receipt of eligible transaction security. The facility contains an accordion clause that can increase the facility by up to $75 million upon exercise. As at
December 31, 2025, this option has not been exercised.
The MUSD 175 Facility – UOB bears an interest rate of 1 month term SOFR plus a margin.
As at December 31, 2025, the outstanding amount under the MUSD 175 Facility – UOB was $57.00 million.
MUSD 175 Facility – DBS, E.Sun
On December 10, 2025, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $175 million reducing revolving credit facility (the “MUSD 175 Facility – DBS, E.Sun”) with DBS
Bank and E.Sun Bank with DBS Bank as facility agent. The MUSD 175 Facility – DBS, E.Sun was set up with the purpose of refinancing certain existing sale and leaseback arrangements and for general corporate purposes with a security package of 9
Chemical MR and Chemical Handy vessels. The MUSD 175 Facility – DBS, E.Sun will mature on December 18, 2032.
The MUSD 175 Facility – DBS, E.Sun bears an interest rate of 3 month term SOFR plus a margin.
As at December 31, 2025, the outstanding amount under the MUSD175 Facility- DBS,E.Sun was $160.00 million.
MUSD 84 Facility – DSF
On July 11, 2024, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $84 million senior secured loan facility (the “MUSD 84 Facility –
DSF”) with Danish Ship Finance to refinance four of its existing MR vessels under a MUSD 106 facility with the same lender. The MUSD 84 Facility – DSF’s term loan tranche has been fully drawn. The MUSD 84 Facility – DSF has a tenor up to five years
and will mature on July 11, 2029.
The MUSD 84 Facility – DSF bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, the outstanding amount under the term loan under the MUSD 84 Facility – DSF was $71.05 million.
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MUSD 84 Facility – SEB
On December 17, 2021, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into an $84 million senior secured loan facility (the “MUSD 84 Facility – SEB”) with Skandinaviska
Enskilda Banken AB to refinance four of its existing MR vessels under a MUSD 266 facility. The MUSD 84 Facility – SEB has been fully drawn down. The facility consists of a term loan tranche of $69 million and a revolving credit facility tranche with
a $16 million commitment. The term loan and revolving credit facility tranches have five- and two-year tenors, respectively.
The MUSD 84 Facility – SEB term loan tranche bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon
payment at maturity. The MUSD 84 Facility – SEB revolving credit facility tranche bore interest at a daily, non-cumulative, compounded SOFR rate plus a margin.
On July 21, 2025, the MUSD 84 Facility – SEB was terminated with the outstanding amount of $45.18 million being fully repaid.
MUSD 50 FFA Margin Facility
On August 18, 2023, our wholly-owned subsidiary Hafnia Pools Pte. Ltd. entered into a $50 million uncommitted FFA margin facility (the “MUSD 50 FFA Margin Facility”) agreement with
DBS Bank for the purpose of facilitating FFA trading and funding of the margins.
The MUSD 50 FFA Margin Facility bears an interest rate of daily SOFR plus a margin.
As at December 31, 2025, the outstanding amount under the MUSD 50 FFA Margin Facility was $2.17 million.
MUSD 40 Facility
On July 18, 2023, our wholly-owned subsidiary Hafnia SG Pte. Ltd. entered into a $40 million senior secured loan facility (the “MUSD 40 Facility”) with NTT Leasing to refinance two of
its existing Handy vessels from a sale and lease-back arrangement with AVIC. The MUSD 40 Facility has been fully drawn down. The MUSD 40 Facility has a tenor of five and a half years and will mature on January 26, 2029.
The MUSD 40 Facility bears an interest rate of 3 month term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, the outstanding amount under the MUSD 40 Facility was $33.01 million.
MUSD 39 Facility
On January 8, 2019, our wholly-owned subsidiary, Hafnia SG Pte. Ltd. entered into a $30 million unsecured term loan (the “MUSD 30 Facility”) with Skandinaviska Enskilda Banken AB for
general working capital. The MUSD 30 Facility had a one-year term, with a final maturity date of December 31, 2019. In January 2020, we extended the MUSD 30 Facility by 15 months, with the revised maturity date being in April 2021.
On November 17, 2020, this facility was refinanced, amended, and restated to a $39 million term loan and revolving credit facility (the “MUSD 39 Facility”), with a revised tenor of
five years and a maturity date in November 2025. The term loan tranche amounts to $30 million while the revolving credit facility commitment amounts to $10 million.
The MUSD 39 Facility bears interest at a daily non-cumulative, compounded SOFR rate plus a margin, and is payable in quarterly instalments with a balloon at maturity.
The MUSD 39 Facility has been terminated upon maturity and fully repaid on November 24, 2025.
Financial covenants – Hafnia Credit Facilities
The Hafnia Credit Facilities contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with all
financial covenants under Hafnia Credit Facilities. See below a description of the financial covenants in the Hafnia Credit Facilities.
Minimum Security Value
For the MUSD 715, 473, 303, 175 – DBS, E.Sun, 84 – DSF, and 40 Facilities, the minimum security value covenant requires that the fair market
value of the security vessels equates to or is higher than 125% of the outstanding loan amount and, if applicable, the undrawn RCF, with respect to each loan (to be measured on a semi-annual basis in June 30 and December 31 of each year).
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The aggregate fair market value of the security vessels with respect to each loan facility as at December 31, 2025 is as set out in the table below.
Loan facility Aggregate fair market value (December 31, 2025)
MUSD 715 Facility 196.9% of the outstanding loan amount and undrawn RCF
MUSD 473 Facility 431.7% of the outstanding loan amount and undrawn RCF
MUSD 303 Facility 207.4% of the outstanding loan amount and undrawn RCF
MUSD 175 Facility – DBS, E.Sun 174.4% of the outstanding loan amount and undrawn RCF
MUSD 84 Facility – DSF 194.4% of the outstanding loan amount
MUSD 40 Facility 194.7% of the outstanding loan amount
For the MUSD 715 Facility, MUSD 473 Facility, MUSD 303 Facility, MUSD 175 Facility – Citi, MUSD 175 Facility – UOB, MUSD 175 Facility – DBS, E.Sun, MUSD 84 Facility – DSF, MUSD 50 FFA Margin Facility, MUSD 40 Facility, we (as a group) as a guarantor are required to comply with the following financial covenants:
• we must ensure that our adjusted equity ratio is equal to or higher than 25%;
• we must ensure that our adjusted equity is equal to or more than $350 million; and
• we must ensure that our cash and cash equivalents under the facilities are at all times more than $60 million, of which $30 million may consist of credit lines.
For the MUSD 50 FFA Margin Facility, there is an additional covenant that the fair market value of vessels less total secured borrowing to total unsecured borrowing ratio not to be
less than 2.
Under the Hafnia Credit Facilities, the financial covenants set out above will be tested with respect to each credit facility as at June 30 and December 31 of each year.
Adjusted equity ratio is adjusted equity expressed as a percentage of the sum of liabilities and adjusted equity. Adjusted equity is the total shareholders’ equity as presented in our
consolidated financial statements after adjusting the vessels’ values to their fair market values. Cash and cash equivalents are as presented in our consolidated financial statements.
As at December 31, 2025, our adjusted equity ratio was 69.0%, our adjusted equity was $3,306.10 million and the cash and cash equivalents and the available credit line were $427.86
million.
Security – Hafnia Credit Facilities
Our Hafnia Credit Facilities and future credit facilities may be secured by the following items:
• a first priority mortgage over the relevant collateralised vessels;
• a first priority assignment of earnings, insurances and long-term charters from the mortgaged vessels for the specific facility;
• an account pledge for the specific facility;
• a pledge of the equity interests of each vessel-owning subsidiary under the specific facility; and
• a guarantee from us or from our subsidiaries.
See the below overview of the security granted under the Hafnia Credit Facilities and see the below additional description of the security granted under the Hafnia Credit Facilities.
Credit facility Mortgage over vessel(s) Assignment of earnings, insurances, and long-term charters Account pledge(s) Pledge(s) of equity interests Guarantee
MUSD 715 Facility Yes Yes — — Yes
MUSD 473 Facility Yes Yes — Yes Yes
MUSD 303 Facility Yes Yes — — Yes
MUSD 175 Facility – Citi — — Yes — Yes
MUSD 175 Facility – UOB — — Yes — Yes
MUSD 175 Facility – DBS, E.Sun Yes Yes — — Yes
MUSD 84 Facility – DSF Yes Yes — — Yes
MUSD 50 FFA Margin Facility — — Yes — Yes
MUSD 40 Facility Yes Yes — — Yes
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We, Hafnia Limited, have provided a parent guarantee under all Hafnia Credit Facilities in place as at the date of this Annual Report.
Please find below an overview of the vessels with a first priority mortgage under the Hafnia Credit Facilities as at the date of this Annual Report. In each case where a vessel has been collateralised,
the mortgage is supplemented by an assignment of earnings, insurance, and long-term charters (charters exceeding 36 months).
Credit facility Collateralised vessels
MUSD 715 Facility Hafnia Bering, Hafnia Bobcat, Hafnia Despina, Hafnia Eagle, Hafnia Egret, Hafnia Excellence, Hafnia Excelsior, Hafnia Executive, Hafnia Express, Hafnia Falcon, Hafnia Galatea, Hafnia Hawk, Hafnia Kallang, Hafnia Kestrel, Hafnia Larissa, Hafnia Magellan, Hafnia Malacca, Hafnia Merlin, Hafnia Myna, Hafnia Neso, Hafnia Osprey, Hafnia Prestige, Hafnia Pride, Hafnia Providence, Hafnia Shannon, Hafnia Soya, Hafnia Sunda, Hafnia Tagus, Hafnia Thalassa, Hafnia Torres, Hafnia Triton, Hafnia Yarra
MUSD 473 Facility Hafnia Ane, Hafnia Crux, Hafnia Daisy, Hafnia Henriette, Hafnia Kirsten, Hafnia Lene, Hafnia Leo, Hafnia Lise, Hafnia Lotte, Hafnia Mikala
MUSD 303 Facility Hafnia Almandine, Hafnia Amber, Hafnia Amethyst, Hafnia Ametrine, Hafnia Amazonite, Hafnia Adamite, Hafnia Turquoise, Hafnia Atlantic, Hafnia Pacific, Hafnia Achroite, Hafnia Alabaster, Hafnia Aragonite, Hafnia Viridian, Hafnia Violette, Hafnia Valentino
MUSD 175 Facility Hafnia Amessi, Hafnia Aquamarine, Hafnia Aronaldo, Hafnia Axinite, Hafnia Azotic, Hafnia Azurite, Hafnia Tanzanite, Hafnia Topaz, Hafnia Tourmaline
MUSD 84 Facility – DSF Hafnia Petrel, Hafnia Raven, Hafnia Swift, BW Wren
MUSD 40 Facility Hafnia Andesine, Hafnia Aventurine
Please find below an overview of the Hafnia Credit Facilities as at the date of this Annual Report which have an account pledge of the borrower for the specific credit facility and additional description
of the account pledges.
Credit facility Account Pledge of Borrower
MUSD 175 Facility – UOB Hafnia Pools Pte. Ltd. has provided four account pledges with floating charges to UOB for two operating and two collections accounts on behalf of the Handy and MR pools.
MUSD 175 Facility – Citi Hafnia Pools Pte. Ltd. has provided two account pledges with floating charges to Citi for two collection accounts on behalf of the LR1 and LR2 pools.
MUSD 50 FFA Facility Hafnia Pools Pte. Ltd. has provided two account pledges with floating charges to DBS for one current account and one term deposit account as cash collateral.
In one of the Hafnia Credit Facilities, a pledge has been granted over the equity interest of the vessel owning subsidiaries:
Credit facility Pledge of equity interest of vessel owning subsidiary
MUSD 473 Facility Pledges have been granted over the shares in Hafnia Tankers Shipholding Alpha Pte. Ltd. and Hafnia Tankers Singapore Sub-Holding Pte. Ltd.
Joint Venture Credit Facilities
As at December 31, 2025, the outstanding liability under the facilities in our joint ventures was $411.1 million and our interest herein was $205.6 million through our 50% ownership
of each of the joint ventures.
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The table below gives an overview of the joint ventures’ credit facilities as at December 31, 2025 and December 31, 2024:
Credit Facility Maturity Date Total outstanding debt as at December 31, 2025(1) Total outstanding debt as at December 31, 2024(1)
In thousands of U.S. dollars
Crédit Agricole Financing Ecomar Joint Venture 15-year charter period from respective deliveries (last delivery on January 27, 2026) $ 127,997 $ 12,906
MUSD 111 Facility Vista Joint Venture Twelve years after drawdown (last tranche on September 30, 2032) 67,988 75,388
MUSD 90 Facility Vista Joint Venture Ten years after drawdown (last tranche on May 22, 2033) 75,765 81,035
MUSD 89 Facility Vista Joint Venture Seven years after drawdown (last tranche on February 28, 2024) 78,667 83,583
MUSD 52 Facility Vista Joint Venture Twelve years after drawdown (last tranche on July 21, 2031) 27,217 30,670
MUSD 23 Facility Andromeda Joint Venture Seven years after drawdown (last tranche on December 29, 2028) 17,640 19,110
MUSD 22 Facility Andromeda Joint Venture July 27, 2026 15,838 17,312
Total debt under the Joint Venture Credit Facilities $ 411,112 $ 320,004
50% of total debt (corresponding to our interest in the debt under the Joint Venture Credit Facilities) $ 205,556 $ 160,002
(1) The balances set forth in the table above reflect the principal outstanding due under each facility as at the specified date and does not reflect any (i) unamortised deferred financing fees or other fees, (ii) discounts/premiums, (iii) deposits or any other amounts not a part of the principal outstanding amount.
Each of the Joint Venture Credit Facilities bears a floating interest comprised of applicable SOFR (term SOFR, daily SOFR or daily non-cumulative compounded overnight SOFR, as
applicable) and a margin. The exception hereto is the Crédit Agricole Financing which is not a traditional bank financing but is instead a French tax lease arrangement similar to a sale and lease-back financing arrangement.
Credit facilities
Find below detailed descriptions of each of the credit facilities obtained in our joint ventures. The facilities are listed with the largest credit facilities first.
Crédit Agricole Financing
On September 20, 2024, Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS (all of which are part of our Ecomar Joint Venture) entered into French tax lease
arrangements for four methanol dual-fuel MR vessels under construction with GSI with Crédit Agricole as the lease arranger (the “Crédit Agricole Financing”). The first three vessels were delivered in 2025 and the fourth vessel was delivered on
January 27, 2026. Under the Crédit Agricole Financing, the vessels will be sold to and delivered to special purpose vehicles owned by Crédit Agricole upon delivery from the shipyard and thereafter enter into 15-year bareboat charters with each of
Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS, commencing upon their respective deliveries. Crédit Agricole, SEB and ABN Amro as lenders will provide loans to the special purpose vehicles to finance the acquisition of
the vessels. The Ecomar Joint Venture companies will pay charterhire under the bareboat charters to the special purpose vehicles owned by Crédit Agricole.
The financing arrangement is cross-collateralised across the four vessels.
Charterhire, which is paid semi-annually in arrears, includes a fixed repayment amount and an interest amount calculated based on the daily non-cumulative compounded SOFR plus a
margin.
As at December 31, 2025, our loan outstanding for the first three delivered vessels on this facility amounted to $59.95 million (equal to 50% of the total loan outstanding of $119.91
million). As at December 31, 2025, the amount of pre-delivery funding amounted to $7.74 million.
MUSD 111 Facility
On July 19, 2019, Vista Shipholding III, IV, V and VI Limited (part of our Vista Joint Venture) entered into a $111 million senior secured term loan facility with a syndicate of banks
including KFW, OCBC, and Société Générale (Hong Kong) to finance the delivery of four LR1 vessels between 2019 and 2021 (the “MUSD 111 Facility”). The facility is backed by Sinosure. The facility has a maturity date falling 12 years after drawdown.
In 2020, the Vista entities were redomiciled into Singapore entities (now being Vista Shipholding III, IV, V, VI Pte. Ltd.). The MUSD 111 Facility contains a most favoured nation clause applicable to certain terms including financial covenants, cross
default and creditor process provisions.
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The MUSD 111 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, our loan outstanding on this facility amounted to $33.99 million (equal to 50% of the total loan outstanding of $67.99 million).
MUSD 90 Facility
On December 22, 2022, Vista Shipholding VII Pte. Ltd. and Vista Shipholding VIII Pte. Ltd. (part of our Vista Joint Venture) entered into a $90 million senior secured term loan
facility with Standard Chartered Bank (Singapore) Limited and Oversea-Chinese Banking Corporation Limited as lenders to finance the delivery of the first two LR2 vessels (the “MUSD 90 Facility”). The MUSD 90 Facility has been fully drawn down and
matures ten years after drawdown. The MUSD 90 Facility has a sustainability margin adjustment mechanism in which it enjoys a discount on the margin of up to 0.05% if sustainability targets including emissions-related Fleet Annual Efficiency Ratio
Values determined by Annual Efficiency Ratio Values and Fleet SOx Emissions Intensity targets are met for the mortgaged vessels and a premium on the margin of up to 0.05% if sustainability targets are not achieved. The MUSD 90 Facility contains a
most favored nation clause applicable to certain terms including financial covenants, cross default and creditor process provisions.
The MUSD 90 Facility bears an interest rate of 3 month Term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, our loan outstanding on this facility amounted to $37.88 million (equal to 50% of the total loan outstanding of $75.76 million).
MUSD 89 Facility
On October 13, 2023, Vista Shipholding IX Pte. Ltd. and Vista Shipholding X Pte. Ltd. (part of our Vista Joint Venture) entered into a $89 million senior secured term loan facility
with Oversea-Chinese Banking Corporation Limited and Bank of China (Hong Kong) Limited as lenders to finance the delivery of two LR2 vessels (the “MUSD 89 Facility”). The MUSD 89 Facility has been drawn in two tranches; the first on October 31, 2023
and the second tranche on February 28, 2024. The MUSD 89 Facility will mature seven years after drawdown. The MUSD 89 Facility has a sustainability margin adjustment mechanism in which it enjoys a discount on the margin of up to 0.05% if
sustainability targets including a Fleet Annual Efficiency Ratio determined by Annual Efficiency Ratio Values are met and a premium on the margin of up to 0.05% if sustainability targets are not achieved. The MUSD 89 Facility contains a most favored
nation clause applicable to certain terms including financial covenants, cross default and creditor process provisions.
The MUSD 89 Facility bears an interest rate of 3 month Term SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, our loan outstanding on this facility amounted to $39.33 million (equal to 50% of the total loan outstanding of $78.67 million).
MUSD 52 Facility
On July 26, 2018, Vista Shipholding I Limited and Vista Shipholding II Limited (part of our Vista Joint Venture) entered into a $52 million senior secured term loan facility with the
Export-Import Bank of China to finance the delivery of two LR1 vessels (the “MUSD 52 Facility”). The facility has a maturity date falling 12 years after drawdown. In 2020, the Vista entities were redomiciled into Singapore entities (now being Vista
Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd.).
The MUSD 52 Facility bears interest at daily SOFR plus a margin and is payable in quarterly instalments, with a balloon payment at maturity.
As at December 31, 2025, our loan outstanding on this facility amounted to $13.61 million (equal to 50% of total loan outstanding of $27.22 million).
MUSD 23 Facility
On December 27, 2021, Green Stars Shipping Limited (part of our Andromeda Joint Venture) entered into a $23 million term loan facility (the “MUSD 23 Facility”) with a bank to finance
the delivery of one MR vessel, PS Stars. The facility has a maturity date falling seven years after drawdown. In 2024, Green Stars Shipping Limited was redomiciled to Singapore (now being Green Stars Shipping Pte. Ltd.).
The MUSD 23 Facility was fully drawn down on January 18, 2022. The MUSD 23 Facility contains a most favored nation clause applicable to certain terms including financial covenants,
cross default and creditor process provisions.
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The MUSD 23 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, our share of the bank borrowings outstanding under the facility was $8.82 million (equal to 50% of the total loan outstanding of $17.64 million).
MUSD 22 Facility
On July 22, 2021, Yellow Star Shipping Ltd. (part of our Andromeda Joint Venture) entered into a $22 million term loan facility (the “MUSD 22 Facility”) with Crédit Agricole (London) to finance the
delivery of one MR vessel, Yellow Stars. The facility has a maturity date falling five years after drawdown. In 2024, Yellow Star Shipping Ltd. was redomiciled to Singapore (now being Yellow Star Shipping Pte. Ltd.).
The MUSD 22 Facility was fully drawn down on July 27, 2021. The MUSD 22 Facility contains a most favored nation clause applicable to additional financial covenants or changes to existing financial
covenants.
The MUSD 22 Facility bears an interest rate of daily non-cumulative compounded SOFR plus a margin and is payable in quarterly instalments with a balloon at maturity.
As at December 31, 2025, our share of the bank borrowings outstanding under the facility was $7.92 million (equal to 50% of the total loan outstanding of $15.84 million).
Financial covenants – Joint Venture Credit Facilities
The Joint Venture Credit Facilities contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with
all financial covenants under the Joint Venture Credit Facilities. See below a description of the financial covenants in the Joint Venture Credit Facilities.
Minimum Security Value
The Crédit Agricole Financing and the MUSD 111, 89, 88, 52, 23 and 22 Facilities contain a minimum security value covenant which require that the fair market value of the security
vessels equates to or is higher than 125% (135% for the MUSD 22 Facility) of the outstanding loan amount with respect to each loan (to be measured on a semi-annual basis in June 30 and December 31 of each year).
The aggregate fair market value of the security vessels with respect to each loan facility as at December 31, 2025 is as set out in the table below.
Credit facility Aggregate fair market value (December 31, 2025)
Crédit Agricole Financing 144.3%-706.7% of the outstanding loan amount (1)
MUSD 111 Facility 264.0% of the outstanding loan amount
MUSD 90 Facility 215.1% of the outstanding loan amount
MUSD 89 Facility 209.7% of the outstanding loan amount
MUSD 52 Facility 319.7% of the outstanding loan amount
MUSD 23 Facility 265.7% of the outstanding loan amount
MUSD 22 Facility 283.3% of the outstanding loan amount
(1) The minimum security value covenant calculation for the Crédit Agricole Financing is calculated per vessel.
For the MUSD 111 Facility, MUSD 89 Facility, and MUSD 88 Facility, Hafnia as a guarantor is required to comply with the following financial covenants:
• we must ensure that our adjusted equity ratio is equal to or higher than 25%;
• we must ensure that our adjusted equity is equal to or more than $350 million; and
• we must ensure that our cash and cash equivalents under the facilities is at all times more than $60 million, of which $30 million may consist of credit lines.
Under the Joint Venture Credit Facilities, the financial covenants set out above will be tested as at June 30 and December 31 of each year.
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For the MUSD 52 Facility, the borrowers (Vista Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd.) are required to ensure that the aggregate of (1) the market values of the
vessels (in the security package for the MUSD 52 Facility) and (2) the market value of any additional security is at all times equal to or greater than 125% of the loan.
The financial covenants set out above will be tested as of December 31 in each year.
For the Crédit Agricole Financing, the Ecomar Shipholding S.A.S. (as guarantor) is required to comply with two financial covenants to ensure
that (1) consolidated working capital is more than 0 and that (2) the ratio of net financial indebtedness to consolidated total capitalisation is less than 80% at all times. These financial covenants will be tested as at June 30 and December 31 of
each year.
Security – Joint Venture Credit Facilities
Our Joint Venture Credit Facilities and future credit facilities in our joint ventures may be secured by the following items:
• a first priority mortgage over the relevant collateralised vessels;
• a first priority assignment of earnings, insurances and charters from the mortgaged vessels for the specific facility;
• an account pledge of the vessel-owning subsidiary for the specific facility;
• a pledge of the equity interests of each vessel owning subsidiary under the specific facility; and
• a parent guarantee where the indebtedness is not taken at the level of the parent.
See the overview below of the security granted under the Joint Venture Credit Facilities and see the additional description below of the security granted under the Joint Venture
Credit Facilities.
Credit facility Mortgage over vessel(s) Assignment of earnings, insurances, and long-term charters Account pledge(s) Pledge(s) of equity interests. Guarantee
Crédit Agricole Financing Ecomar Joint Venture —(1) Yes Yes — Yes
MUSD 111 Facility Vista Joint Venture Yes Yes Yes Yes Yes
MUSD 90 Facility Vista Joint Venture Yes Yes — — Yes
MUSD 89 Facility Vista Joint Venture Yes Yes — — Yes
MUSD 52 Facility Vista Joint Venture Yes Yes Yes Yes Yes
MUSD 23 Facility Andromeda Joint Venture Yes Yes — Yes Yes
MUSD 22 Facility Andromeda Joint Venture Yes Yes Yes Yes Yes
(1) Due to the structure of the Crédit Agricole Financing, a first priority mortgage is provided from each Crédit Agricole special purpose vehicle to the lenders. This means that while there is a mortgage over each vessel, the mortgages are not provided by the Ecomar Joint Venture.
Please find below an overview of the vessels with a first priority mortgage for the specific credit facility under the Joint Venture Credit Facilities as at the date of this Annual
Report. In each case where a vessel has been collateralised, the mortgage is supplemented by an assignment of earnings, insurances, and long-term charters (charters exceeding 12 months) for the relevant vessel(s):
Credit facility Collateralised vessels
Crédit Agricole Financing Ecomar Gascogne, Ecomar Guyenne, Ecomar Garonne, Ecomar Gironde(1)
MUSD 111 Facility Hafnia Guangzhou, Hafnia Beijing, Hafnia Shenzhen, Hafnia Nanjing
MUSD 90 Facility Hafnia Loire, Hafnia Languedoc
MUSD 89 Facility Hafnia Larvik, Hafnia Lillesand
MUSD 52 Facility Hafnia Hong Kong, Hafnia Shanghai
MUSD 23 Facility PS Stars
MUSD 22 Facility Yellow Stars
(1) As noted above, the mortgages over these vessels are not provided by companies in the Ecomar Joint Venture but by the Crédit Agricole special purpose vehicle companies which are the legal owners of the vessels.
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Please find below an overview of the Joint Venture Credit Facilities as at the date of this Annual Report which have an account pledge under the specific credit facility.
Credit facility Account Pledge
Crédit Agricole Financing Ecomar Alpha SAS, Ecomar Bravo SAS, Ecomar Charlie SAS and Ecomar Delta SAS have each provided account pledges over their respective earnings account and retention account.
MUSD 111 Facility Vista Shipping Pte. Ltd. has provided an account pledge with a floating charge on behalf of the four vessel-owning subsidiaries.
MUSD 52 Facility Vista Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd. have provided an account pledge each with floating charges.
MUSD 22 Facility Yellow Star Shipping Pte. Ltd. has provided an account pledge over its earnings account and retention account.
Under certain of the Joint Venture Credit Facilities, the security package includes a pledge of shares in the vessel-owning entities. Please find below an overview of the facilities under the Joint
Venture Credit Facilities as at the date of this Annual Report which have a pledge of the equity interests of each vessel owning subsidiary for the specific credit facility.
Credit facility Pledge of equity interest of vessel owning subsidiary
MUSD 111 Facility Pledges have been granted over the shares in Vista Shipholding III Pte. Ltd., Vista Shipholding IV Pte. Ltd., Vista Shipholding V Pte. Ltd., and Vista Shipholding VI Pte. Ltd.
MUSD 52 Facility Pledges have been granted over the shares in Vista Shipholding I Pte. Ltd. and Vista Shipholding II Pte. Ltd.
MUSD 23 Facility A pledge has been granted over the shares in Green Stars Shipping Pte. Ltd.
MUSD 22 Facility A pledge has been granted over the shares in Yellow Star Shipping Pte. Ltd.
Please find below an overview of the Joint Venture Credit Facilities as at the date of this Annual Report where a guarantee has been provided by Hafnia Limited and the relevant joint venture partner to
the lender:
Credit facility Guarantor
Crédit Agricole Financing We (Hafnia Limited) and Socatra have provided equal several guarantees under this financing arrangement.
MUSD 111 Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.
MUSD 90 Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.
MUSD 89 Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.
MUSD 52 Facility We (Hafnia Limited) and CSSC have provided equal several guarantees under this facility.
MUSD 23 Facility We (Hafnia Limited) and Andromeda Shipholdings Ltd have provided joint guarantees under this facility.
MUSD 22 Facility We (Hafnia Limited) and Andromeda Shipholdings Ltd have provided joint guarantees under this facility.
Sale and lease-back
In addition to the above term loan and revolving credit facilities, we also finance our vessels through sale and lease-back
arrangements (“SLB”) with a variety of lessors. Under an SLB, vessels are legally sold to external leasing houses and leased (bareboat chartered) back to us. These vessels are still recognised on our balance sheet, as the sale of the vessels to
external leasing houses does not meet the criteria for sale as prescribed by IFRS 15 – Revenue from Contracts with Customers.
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As at the date of this Annual Report, we have the following SLBs in place:
Vessel Lessor Delivery Date (to Lessor) Charter Period / Expiry Date Amount outstanding as at December 31, 2025(1),(2) Amount outstanding as at December 31, 2024(1),(2)
In thousands of U.S. dollars
Hafnia Africa Doun Kisen Co., Ltd. October 26, 2017 October 2029 9,950 12,279
Hafnia Australia Yong Sheng Shipping Pte. Ltd. February 14, 2018 February 2030 10,917 13,012
Hafnia Ammolite CMB Financial Leasing Co. Ltd. March 13, 2023 10-year charter period 15,209 16,497
SLBs no longer in place(1) No longer in place N/A N/A 485,108
Total debt under the SLBs: $ 36,077 $526,897
(1) The above table includes only those of our SLBs which are in place as at the date of this Annual Report. The category SLBs no longer in place thus contains the sum of outstanding amounts as at December 31, 2025 and December 31, 2024, respectively, for SLBs which are no longer in place as at the date of this Annual Report. As at December 31, 2025, there are no vessels that relate to the sale and lease-back arrangements in this category. As at December 31, 2024, the sale and lease-back arrangements in this category relate to Hafnia Excel, Hafnia Exceed, Hafnia Excellence, Hafnia Executive, Hafnia Expedite, Hafnia Experience, Hafnia Excelsior, Hafnia Express, Hafnia Precision, Hafnia Pride, Hafnia Prestige, Hafnia Providence, Hafnia Asia, Hafnia Aronaldo, Hafnia Azotic, Hafnia Aquamarine, Hafnia Amessi, Hafnia Axinite, Hafnia Azurite, Hafnia Tourmaline and Hafnia Tanzanite.
(2) The balances set forth in the table above reflect the principal outstanding due under each SLB as at the specified date and does not reflect any unamortised deferred financing fees or any other amounts not a part of the principal outstanding amount.
All of our SLBs contain purchase options which entitle us to repurchase the vessels at a predetermined time and price in accordance with the terms set out in the relevant bareboat
charter. Additionally, all SLBs with the exception of the Doun Kisen SLB contain purchase obligations according to which we are required to repurchase the vessels at a predetermined time and price. See “Item 4.
Information on the Company – Our Business – Bareboat and time charter-in portfolio – Purchase options” and “Item 4. Information on the Company – Our Business – Bareboat and time charter-in portfolio –
Purchase obligations” for additional information on these purchase obligations and purchase options.
All SLBs bear a floating interest comprised of applicable term SOFR and a margin except for the CMB SLB and the Doun Kisen SLB which bear a fixed interest.
Sale and lease-back arrangements
See below further description of our sale and lease-back arrangements in place as at the date of this Annual Report:
CMB | Hafnia Ammolite
In March 2023, we refinanced five Handy vessels, Hafnia Azurite, Hafnia Ammolite, Hafnia Axinite, Hafnia Amessi, and Hafnia Aquamarine, via sale and lease-back financing arrangements
with CMB Financial Leasing Co. Ltd (“CMB”) (the “CMB SLBs”). The vessels were delivered to CMB in March and April 2023 and chartered back to us on 10-year bareboat charters. The CMB SLBs are cross-collateralised across the five vessels in the event
of cross-default of any of the vessels.
Charterhire, which is paid quarterly in arrears, includes a fixed repayment and interest amount.
Subsequently, Hafnia Azurite, Hafnia Axinite, Hafnia Amessi and Hafnia Aquamarine have been refinanced under Hafnia Credit Facilities. Therefore, the CMB SLB now only applies to
Hafnia Ammolite.
As at December 31, 2025, the outstanding payments under these CMB SLBs were $15.21 million..
Doun Kisen Co., Ltd. | Hafnia Africa
On October 26, 2017, we entered into an SLB with Doun Kisen Co., Ltd. for the sale and lease-back of the vessel Hafnia Africa (the “Doun Kisen SLB”). The Doun Kisen SLB will expire in
October 2029.
Charterhire, which is paid monthly in advance, includes a fixed repayment amount per vessel of approximately USD 0.25m per month.
As at December 31, 2025, outstanding payments under the Doun Kisen SLB were $9.95 million.
Yong Sheng Shipping Pte. Ltd. | Hafnia Australia
On December 29, 2017, we entered into an SLB with Yong Sheng Shipping Pte. Ltd. for the sale and lease-back of the vessel Hafnia Australia (the “Yong Sheng SLB”). The Yong Sheng SLB
will expire in February 2030.
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Charterhire, which is paid quarterly in advance, includes a fixed repayment amount per vessel in addition to a quarterly adjustment calculated on prevailing 3 month term SOFR rates
plus a margin.
As at December 31, 2025, outstanding payments under the Yong Sheng SLB were $10.92 million.
Financial covenants – SLBs
Our SLBs contain certain financial covenants that the relevant borrower must comply with. As at the date of this Annual Report, we are in compliance with all financial covenants under
our SLBs.
See below a description of the financial covenants in the SLBs that we (as a group) are required to comply with:
• we must ensure that our adjusted equity ratio is equal to or higher than 25%;
• we must ensure that our adjusted equity is equal to or more than $350 million; and
• we must ensure that our cash and cash equivalents under the facilities are at all times more than $60 million, of which $30 million may consist of credit lines.
Under the SLBs, the financial covenants set out above will be tested for each SLB as at June 30 and December 31 of each year.
Adjusted equity ratio is adjusted equity expressed as a percentage of the sum of liabilities and adjusted equity. Adjusted equity is the total shareholders’ equity as presented in our consolidated
financial statements after adjusting the vessels’ values to their fair market values. Cash and cash equivalents are as presented in our consolidated financial statements.
As at December 31, 2025, our adjusted equity ratio was 69.0%, our adjusted equity was $3,306.10 million and the cash and cash equivalents and the available credit line were $427.86 million.
Security – SLBs
Our SLBs may be secured by the following items:
• a first priority assignment of earnings, insurances, and long-term charters from the bareboat chartered vessels to the lessors for the specific SLB; and
• a parent guarantee where the SLB is not entered into at the level of the parent company.
See the overview below of the security granted under the SLBs as at the date of this Annual Report and see additional description below of the security granted under the SLBs.
SLB Assignment of earnings, insurances, and long-term charters Account pledge(s) Parent Guarantee
CMB SLB Yes — Yes
Doun Kisen SLB Yes — Yes
Yong Sheng SLB Yes — Yes
See the below overview of the SLBs as at the date of this Annual Report which have a first priority assignment of earnings, insurances, and long-term charters from the bareboat chartered vessels to the
lessors for the specific facility.
SLB First priority assignment of earnings, insurances, and long-term charters from bareboat chartered vessels
CMB SLB Hafnia Ammolite
Doun Kisen SLB Hafnia Africa
Yong Sheng SLB Hafnia Australia
All SLBs as at the date of this Annual Report have a parent guarantee from Hafnia Limited over the bareboat charterparty agreement where the SLB is not taken at the level of the
parent.
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Guarantees
As described above, we, Hafnia Limited and/or wholly owned subsidiaries, have issued guarantees to banks and other companies in relation to our Hafnia Credit Facilities, Joint Venture
Credit Facilities and SLBs.
We have issued financial guarantees to certain banks in respect of the Hafnia Credit Facilities and SLBs granted to our wholly-owned subsidiaries. These bank borrowings and
outstanding payments under SLBs amount to $1,093.7 million as at December 31, 2025 (December 31, 2024: $1,105.3 million). Corporate guarantees given will become due and payable on demand if an event of default occurs.
Ecomar Joint Venture
We and Socatra have issued first demand financial guarantees to certain banks in respect of credit facilities granted to the Ecomar Joint Venture (Ecomar Alpha SAS, Ecomar Bravo SAS,
Ecomar Charlie SAS and Ecomar Delta SAS). Financial borrowings provided to the Ecomar Joint Venture through the Crédit Agricole Financing amounted to $128.0 million as at December 31, 2025. (December 31, 2024: $12.9 million). The first demand
financial guarantees will become due and payable on demand if an event of default occurs. In addition, the Ecomar Joint Venture (Ecomar Shipholding SAS) has provided an additional first demand guarantee in respect of the credit facilities granted to
the four Ecomar subsidiaries. During the year ended December 31, 2025, the largest potential liability in respect of these financial guarantees was $76.8 million (including interest and fees).
Vista Joint Venture
We and CSSC have issued several financial guarantees to certain banks in respect of credit facilities granted to our Vista Joint Venture. Bank borrowings provided to the Vista Joint
Venture amounted to $249.6 million as at December 31, 2025 (December 31, 2024: $270.7 million). Corporate guarantees given will become due and payable on demand if an event of default occurs. During the year ended December 31, 2025, the largest
potential liability in respect of these financial guarantees was $124.8 million (excluding interest and fees).
Andromeda Joint Venture
We and Andromeda Shipholdings have issued a joint financial guarantee to certain banks in respect of credit facilities granted to our Andromeda Joint Venture. Bank borrowings provided to the Andromeda
Joint Venture amounted to $33.5 million as at December 31, 2025 (December 31, 2024: $36.4 million). Corporate guarantees given will become due and payable on demand if an event of default occurs. During the year ended December 31, 2025, the largest
potential liability in respect of this guarantee was $33.5 million (excluding interest and fees).
Loans Receivable
We and/or one of our subsidiaries have provided loans to certain of our joint ventures and to our commercial pools.
Loans provided to joint ventures
As at December 31, 2025, we have provided $17.3 million (December 31, 2024: $33.6 million) as shareholder loans to our Vista Joint
Venture that remain outstanding. The loans receivable from the Vista Joint Venture are unsecured, bear interest at 5% fixed per annum. As we do not expect the Vista Joint Venture to settle the loans within the next 12 months, the loans receivable
are classified as “non-current” receivables. During the year ended December 31, 2025, the largest amount outstanding in respect of the loans provided to the Vista Joint Venture was $33.6 million (excluding interest and fees).
As at December 31, 2025, we have provided $32.6 million (December 31, 2024: $28.7 million) as shareholder loans to our Ecomar Joint
Venture. loans receivable from the Ecomar Joint Venture are unsecured, bear interest at a rate from time to time corresponding to the maximum deductible rate acceptable by French tax authorities as published every quarter. As we do not expect the Ecomar Joint Venture to settle the loans within the next 12 months, the loans receivable are classified as “non-current” receivables. During the year ended December 31,
2025, the largest amount outstanding in respect of the loans provided to the Ecomar Joint Venture was $32.6 million (excluding interest and fees).
As at December 31, 2025, we have provided $5.3 million (December 31,
2024: $6.3 million) as shareholder loans to our Andromeda Joint Venture that remain outstanding. The loans receivable from the Andromeda Joint Venture are unsecured, bear no interest. In our consolidated financial statements, we account for these shareholder loans as equity investments rather than shareholder loans. During the year ended December 31, 2025, the largest amount outstanding in respect
of the loans provided to the Andromeda Joint Venture was $6.3 million.
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As of December 31, 2025, we have provided $7.1 million (December 31, 2024: N/A) as convertible shareholder loans to our Complexio
Joint Venture that remain outstanding. The loans receivable from the Complexio Joint Venture are unsecured, bear interest at 3% fixed per annum and have a maturity of March 18, 2027. We have the option to convert the loans receivable and any unpaid
interest into equity upon maturity. As we do not expect the Complexio Joint Venture to settle the loans within the next 12 months, the loans receivable are classified as “non-current” receivables. During the year ended December 31, 2025, the
largest amount outstanding on the loans provided to the Complexio Joint Venture was $7.1 million.
Loans provided to the Pools
In 2022, we provided additional financing to the Pools of $15.0 million. We have been fully repaid under this financing arrangement in April 2023.
From time to time, we may provide working capital loans to participants in the Pools. These loans are provided with funds drawn under our MUSD 175 Facility – UOB or our MUSD 175 Facility – Citi. As stated in “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Financing
Arrangements – Hafnia Credit Facilities” above, the total amount drawn under these two facilities as at December 31, 2025, was $57.0 million and $47.5 million, respectively.
Capital Expenditures
We make capital expenditures from time to time in connection with drydocking activities and maintenance in the ordinary course and in order to comply with environmental and other
governmental regulations and in connection with our vessel acquisitions. As of the date of this Annual Report, we have entered, and we may in the future enter, into contracts to acquire newbuilds. We may in the future enter into resale contracts or
contracts to acquire second-hand vessels.
We have purchase options and purchase obligations under certain of our time charter-in and bareboat charter-in agreements – see “Item 4. Information
on the Company – B. Business Overview” for additional information on these purchase options and purchase obligations. In the future, we will have to make capital expenditures in relation to purchase obligations and may elect to use our
purchase options, which will also require capital expenditures.
The table below presents our capital expenditures for the years ended December 31, 2025, 2024 and 2023. The table does not include capital expenditures in our joint ventures, nor does
it include non-cash transactions.
Capital Expenditures ($ million) 2025 2024 2023
Vessels $ 52.2 $ 10.8 $ 153.1
Drydocking and scrubbers(2) 91.3 36.2 25.8
Ballast Water Treatment System(1) 1.9 1.7 5.4
Others 0.4 0.1 0.1
Purchase of property, plant and equipment $ 145.8 $ 48.8 $ 184.4
(1) In our consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, this amount related to ballast water treatment systems is considered included under “Vessels”.
(2) This does not include any capital expenditure incurred on TC Vessels. We may from time to time incur minor capital expenditures relating to TC Vessels.
See below detailed description of these capital expenditures.
Vessel acquisition, construction and divestment
Vessel acquisitions
For the period from January 1, 2026 until the date of this Annual Report, we acquired no new vessels (excluding vessels acquired pursuant to purchase options in our sale and
lease-back arrangements) and took delivery of one newbuild vessel in our Ecomar Joint Venture.
In 2025, we acquired no new vessels (excluding vessels acquired pursuant to purchase options in our sale and lease-back arrangements) and we took delivery of three new vessels in our
Ecomar Joint Venture. In 2024, we acquired no new vessels (excluding vessels acquired pursuant to purchase options in our sale and lease-back arrangements) and we took delivery of one new vessel in our Vista Joint Venture. In 2023, we acquired four
new vessels. Additionally, we took delivery of three newbuild vessels in our Vista Joint Venture. In 2022, we acquired 44 vessels, primarily through the acquisition of 12 product tankers from Scorpio and our acquisition of Chemical Tankers Inc. as
further described in “Item 4. Information on the Company – A. History and Development of the Company”. Additionally, our Andromeda Joint Venture took delivery of a newbuild vessel, PS Stars, in 2022.
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The table below lists the vessels acquired by us and our joint ventures in 2025, 2024 and 2023 as well as in 2026 up to the date of this Annual Report. Please note that the list does
not include vessel acquisitions as a result of the exercise of purchase options in sale and lease-back arrangements.
Vessel Vessel Type Constructed/Acquired During the year ended December 31, 20__
Ecomar Gironde (1) MR Constructed 26
Ecomar Garonne (1) MR Constructed 25
Ecomar Guyenne (1) MR Constructed 25
Ecomar Gascogne (1) MR Constructed 25
Hafnia Lillesand(2) LR2 Constructed 24
Hafnia Larvik(2) LR2 Constructed 23
Hafnia Loire(2) LR2 Constructed 23
Hafnia Languedoc(2) LR2 Constructed 23
Hafnia Valentino MR Acquired 23
Hafnia Atlantic MR Acquired 23
Hafnia Pacific MR Acquired 23
Hafnia Pioneer LR1 Acquired 23
(1) Owned through our Ecomar Joint Venture
(2) Owned through our Vista Joint Venture.
Vessel construction
As of this Annual Report, we had eight MR newbuilds on order at Hyundai Heavy Industries, with deliveries expected between the third quarter of 2028 and the second quarter of 2029.
As at December 31, 2025, our Ecomar Joint Venture had one newbuild on order.
Vessel Vessel Type Expected delivery during the year ended December 31, 20__ Shipyard
Ecomar Gironde(1)(2) MR 26 GSI
(1) Owned through our Ecomar Joint Venture.
(2) This vessel was delivered to our Ecomar Joint Venture in January 2026.
Vessel divestments
In 2025, we divested 4 vessels. In 2024, we divested two vessels. In 2023, we divested six vessels. For additional descriptions of the development of our fleet, see “Item 4. Information on the Company – Business Overview”.
Vessel Modification and Upgrades
From time to time, we have to make capital expenditures in order to modify and upgrade our Hafnia Vessels, including in order to comply with applicable environmental rules and
regulations. Ongoing costs for compliance with environmental regulations and society classification survey costs are a component of our vessel operating expenses.
It is likely that we will incur additional costs in the future to ensure our Hafnia Vessels comply with applicable regulations. We are not currently aware of any regulatory changes or
environmental liabilities that we anticipate will necessitate significant vessel modifications or vessel upgrades which will have a material impact on our results of operations or financial condition.
Drydock
From time to time, and no less than once every five years, each of our Hafnia Vessels has to be drydocked for maintenance, repairs and surveys. See “Item
4. Information on the Company – B. Business Overview – Classification Societies” for additional description of the classification society surveys our vessels are subject to. The actual cost of drydocking a vessel depends on several factors,
including the location of the drydock and whether any specific vessel maintenance or vessel upgrades need to be carried out while the vessel is in drydock. We try to coordinate any vessel modification and vessel upgrades, so they can be performed
while the vessel is in drydock for its regular special surveys.
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During the years ended December 31, 2025, 2024, and 2023, we commenced and completed the following drydocks, as described below:
2025 2024 2023
Number of vessels 45 25 17
- Drydocks completed during the year 43 21 14
- Drydocks in-progress as at end of the year 2 4 3
Cost (thousands of U.S. dollars) $ 91,278 $ 36,229 $ 25,831
Off-hire days related to drydocks 2,001 617 436
For the Hafnia Vessels we had in operation as at December 31, 2025, we foresee the following drydocks and related costs for the period through December 31, 2029:
For the Years Ending December 31,
2026 2027 2028 2029
Number of vessels 25 9 12 16
Expected cost (thousands of U.S. dollars) $ 60,933 $ 17,369 $ 27,400 $ 34,750
In addition to the above-listed expected costs for planned drydocks, we may have to incur costs related to emergency drydocks if a vessel is damaged and requires repairs that need to
be conducted while the vessel is out of the water. As our fleet matures and expands, our drydock expenses will likely increase.
Ballast Water Treatment Systems
We have installed ballast water treatment systems on all of our Hafnia Vessels. We may in the future be required to make capital expenditures relating to ballast water treatment
systems if we purchase second-hand vessels that do not have the necessary equipment or if changing regulations or changing circumstances require us to replace or update the ballast water treatment systems installed on our Hafnia Vessels. We do not
have off-hire days which are only related to the installation of ballast water treatment systems as we coordinate the installation of ballast water treatment systems to take place while the vessels are in drydock for their special surveys.
The following table summarises ballast water treatment systems activity for the years ended December 31, 2025, 2024 and 2023:
2025 2024 2023
Number of vessels(1) 5 6 6
Cost (thousands of U.S. dollars)(2) $ 1,884 $ 1,684 $ 5,379
(1) The number of vessels is the number of Hafnia Vessels where the installation of BWTS was completed in the year ended December 31, 2025, 2024 and 2023, respectively.
(2) The costs relating to the installation of BWTS is split over several years. The numbers included in the table above are the costs that according to our accounting policies are attributable to each year, not the costs relating to the installations listed under “Number of vessels”.
Exhaust Gas Cleaning Systems (Scrubbers)
In the years ended December 31, 2025, 2024, and 2023, we have not installed any scrubbers on our Hafnia Vessels. We do not currently have any plans for further installation of
scrubbers on the Hafnia Vessels. We may in the future be required to make capital expenditures relating to scrubbers, if we purchase second-hand vessels that do not have the necessary equipment or if changing regulations or changing circumstances
require us to replace or update the scrubbers installed on our Hafnia Vessels.
Projects and upgrades
In addition to upgrades required pursuant to new regulations and repairs and modifications performed during our normal drydocks, we aim to continuously make environmental upgrades to
our Hafnia Vessels to increase their energy efficiency, decrease emissions and improve their environmental impact. Additionally, we make upgrades and modifications to our Hafnia Vessels to extend their commercial lives. Such upgrades are ordinarily
scheduled for a vessel’s third special survey, which is performed in its 15th year.
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During the years ended December 31, 2025, 2024, and 2023, the costs of our projects and upgrades (which were not attributable to ordinary drydocks, other vessel surveys, or installation of ballast water treatment
systems) were:
2025 2024 2023
Cost (thousands of U.S. dollars) $ 52,179 $ 10,830 $ 9,206
For the Hafnia Vessels we had in operation as at December 31, 2025, we have budgeted for the following projects and upgrades in addition to our planned drydocks for the period through
December 31, 2028:
For the Years Ending December 31,
2026 2027 2028 2029
Expected cost (thousands of U.S. dollars) $ 33,324 $ 4,235 $ 4,465 $ 4,795
Dividends
In September 2025, April 2024 and November 2022, we updated our dividend policy. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial
Information – Dividend Policy” for additional information on our dividend policy. The declaration and payment of dividends is subject to the discretion of our Board of Directors.
Our Fleet – Illustrative comparison of the excess of carrying amounts over the estimated charter-free market value of certain Hafnia Vessels.
During the past few years, the market values of vessels have experienced particular volatility and as a result, the charter-free market value, or basic market value, of all vessels is
well above the carrying amounts of those vessels.
The table set forth below indicates the carrying amount of each of our Hafnia Vessels as at December 31, 2025 and December 31, 2024 and the aggregate difference between the carrying
amount and the market value represented by such vessels (see footnotes to the table set forth below). This aggregate difference represents the approximate analysis of the amount by which we believe we would record a gain if we sold those vessels, in
the current environment, on industry standard terms, in cash transactions and to a willing buyer where we are not under any compulsion to sell, and where the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed
(i) that the vessels would be sold at a price that reflects our estimate of their basic market values and (ii) for vessels that are under lease financing arrangements, the carrying value of the vessel at the date indicated would be the price at which
we would purchase those vessels back from the lessor. We have not included in the table below those of our vessels that are accounted for as right of use assets under IFRS 16 – Leases or any of our JV
Vessels.
Our estimate of basic market value assumes that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without
notations of any kind. Additionally, our estimate of each vessel’s basic market rate takes into account the estimated cost to sell the vessel. Our estimates are based on information available from various industry sources, including:
• reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
• news and industry reports of similar vessel sales;
• news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;
• approximate market values for our vessels or similar vessels that we have received from ship brokers, whether solicited or unsolicited, or that ship brokers have generally disseminated;
• offers that we may have received from potential purchasers of our vessels; and
• vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
As we obtain information from various industries and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values and revenues are highly
volatile; as such, our estimates may not be indicative of the current or future basic market value of our Hafnia Vessels or prices that we could achieve if we were to sell them.
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Carrying value as at,
Vessel Name Year Built December 31, 2025 December 31, 2024
Hafnia Kestrel 2015 24,882,752 $ 24,536,955
Hafnia Merlin 2015 25,319,630 24,721,919
BW Wren 2016 25,493,791 26,605,778
Hafnia Achroite 2016 25,131,359 23,840,883
Hafnia Adamite 2015 23,868,436 22,403,779
Hafnia Africa 2010 18,222,055 16,589,584
Hafnia Alabaster 2015 24,032,032 22,356,320
Hafnia Almandine 2015 26,133,573 24,217,630
Hafnia Amazonite 2015 24,123,960 22,521,751
Hafnia Amber 2015 23,488,243 23,425,679
Hafnia Amessi 2015 23,704,159 22,192,692
Hafnia Amethyst 2015 23,561,968 22,151,124
Hafnia Ametrine 2015 25,563,102 22,468,247
Hafnia Ammolite 2015 23,407,782 22,177,894
Hafnia Andesine 2015 25,583,031 22,211,357
Hafnia Andrea 2015 24,928,614 24,441,942
Hafnia Andromeda 2011 N/A (1) 16,208,641
Hafnia Ane 2015 23,997,056 23,081,850
Hafnia Aquamarine 2015 24,089,412 22,140,889
Hafnia Aragonite 2015 23,911,467 22,398,414
Hafnia Aronaldo 2015 23,380,909 22,425,322
Hafnia Asia 2010 17,903,219 16,570,635
Hafnia Atlantic 2017 38,186,301 38,898,284
Hafnia Australia 2010 17,400,271 16,684,929
Hafnia Aventurine 2015 25,509,785 22,117,702
Hafnia Axinite 2015 25,548,651 22,431,333
Hafnia Azotic 2015 25,959,513 22,449,976
Hafnia Azurite 2015 25,820,033 22,689,529
Hafnia Bering 2015 22,111,017 21,184,693
Hafnia Bobcat 2014 22,603,916 23,910,129
Hafnia Caterina 2015 24,867,761 24,643,307
Hafnia Cheetah 2014 22,070,096 23,368,240
Hafnia Cougar 2014 21,763,044 23,157,264
Hafnia Crux 2012 17,279,210 18,579,462
Hafnia Daisy 2016 24,657,182 25,998,466
Hafnia Despina 2019 38,361,581 39,997,336
Hafnia Eagle 2015 25,532,975 24,640,546
Hafnia Egret 2014 23,154,964 23,881,582
Hafnia Exceed 2016 27,684,346 29,878,920
Hafnia Excel 2015 27,467,747 27,416,977
Hafnia Excellence 2016 27,251,093 29,620,428
Hafnia Excelsior 2016 28,322,810 29,261,698
Hafnia Executive 2016 27,377,110 29,645,882
Hafnia Expedite 2016 27,310,907 29,434,898
Hafnia Experience 2016 27,723,654 30,170,188
Hafnia Express 2016 27,363,175 29,836,645
Hafnia Falcon 2015 24,937,972 24,913,521
Hafnia Galatea 2019 38,595,595 40,460,172
Hafnia Hawk 2015 24,968,031 24,715,029
Hafnia Henriette 2016 23,175,721 24,411,590
Hafnia Jaguar 2014 21,902,473 23,411,802
Hafnia Kallang 2017 29,464,341 31,111,688
Hafnia Kirsten 2017 24,720,928 26,104,381
Hafnia Larissa 2019 38,842,602 40,698,886
Hafnia Lene 2015 23,951,473 23,158,406
Hafnia Leo 2013 18,848,730 20,228,140
Hafnia Leopard 2014 21,999,405 23,441,872
Hafnia Libra 2013 N/A (2) 19,867,179
Hafnia Lioness 2014 21,762,643 23,172,986
Hafnia Lise 2016 24,611,423 25,983,081
Hafnia Lotte 2017 24,682,467 26,118,997
Hafnia Lupus 2012 N/A (1) 18,337,418
Hafnia Lynx 2013 20,543,238 21,832,775
Hafnia Magellan 2015 22,116,338 21,185,887
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Hafnia Malacca 2015 22,260,622 21,141,348
Hafnia Mikala 2017 25,089,486 26,472,180
Hafnia Myna 2015 24,749,809 24,714,502
Hafnia Neso 2019 39,713,837 41,606,525
Hafnia Shannon 2017 30,009,748 31,627,549
Hafnia Nordica 2010 N/A (1) 13,930,656
Hafnia Osprey 2015 25,200,246 24,746,830
Hafnia Pacific 2017 39,266,872 39,161,239
Hafnia Panther 2014 22,820,587 24,272,538
Hafnia Petrel 2016 25,200,246 26,411,381
Hafnia Phoenix 2013 N/A (2) 20,216,264
Hafnia Pioneer 2013 27,923,911 29,840,992
Hafnia Precision 2016 27,306,816 29,784,784
Hafnia Prestige 2016 27,368,294 29,910,621
Hafnia Pride 2016 27,227,374 29,786,081
Hafnia Providence 2016 26,869,595 29,400,596
Hafnia Puma 2013 20,711,009 21,972,810
Hafnia Raven 2015 24,168,635 24,890,156
Hafnia Seine 2008 10,687,114 12,018,011
Hafnia Shinano 2008 11,245,631 12,800,920
Hafnia Soya 2015 22,474,585 21,306,338
Hafnia Sunda 2015 22,553,305 21,284,206
Hafnia Swift 2016 25,317,043 26,568,105
Hafnia Tagus 2017 29,723,998 31,370,686
Hafnia Tanzanite 2016 25,049,721 25,801,027
Hafnia Taurus 2011 N/A (1) 16,174,185
Hafnia Thalassa 2019 40,153,587 42,024,721
Hafnia Tiger 2014 22,246,724 23,693,832
Hafnia Topaz 2016 25,974,732 26,987,578
Hafnia Torres 2016 22,069,254 22,834,715
Hafnia Tourmaline 2016 26,606,822 27,538,002
Hafnia Triton 2019 39,881,138 41,729,920
Hafnia Turquoise 2016 26,376,891 27,004,007
Hafnia Valentino 2015 32,967,813 30,975,712
Hafnia Violette 2016 27,890,460 24,283,925
Hafnia Viridian 2015 27,872,518 24,243,626
Hafnia Yangtze 2009 11,717,273 13,551,575
Hafnia Yarra 2017 29,956,950 31,565,903
Hafnia Zambesi 2010 14,649,694 15,783,316
(1) These vessels were divested in 2025.
(2) These vessels were reclassified to assets held for sale as at December 31, 2025.
As at December 31, 2025 and 2024, the basic charter-free market value is higher than each vessel’s carrying value.
Material Cash Requirements
The following table sets forth our material cash requirements as at December 31, 2025:
In millions of U.S. dollars Less than 1 year 1 to 3 years 4 to 5 years More than 5 years
Principal obligations under secured credit facilities(1) $ 186.2 $ 185.6 $ 232.0 451.7
Principal obligations under sale and lease-back liabilities(1) 5.9 11.8 11.7 7.7
Obligations under IFRS 16 – lease liabilities(2) 23.1 9.5 7.8 —
Estimated interest payments on secured credit facilities(3) 53.3 87.1 61.4 37.5
Estimated interest payments on sale and lease-back liabilities(3) 1.5 2.2 1.1 0.6
Expected drydocking costs 60.9 44.8 152.7 N/A (4)
Total $ 330.9 $ 341.0 $ 466.7 $ 497.5
(1) Represents principal and maturity payments due on our secured credit facilities and sale and lease-back liabilities which are described in Note 20 of our Consolidated Financial Statements included in Item 17 of this Annual Report. These payments are based on amounts outstanding as at December 31, 2025.
(2) Represents our obligations on our IFRS 16 lease liabilities.
(3) Represents estimated interest payments on our secured credit facilities and sale and lease-back liabilities. These payments were estimated by taking into consideration: (i) the margin on each financing arrangement and (ii) the forward interest rate curve calculated from interest swap rates, as published by a third party, as at December 31, 2025. The forward curve was calculated as follows as at December 31, 2025:
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Year 1 $ 54.8
Year 2 $ 47.2
Years 3 to 5 $ 104.6
Over 5 years $ 38.1
(4) While we will incur costs relating to drydocks in the future, including more than five years in the future, we only do five-year forecasts and therefore are not able to accurately estimate the costs of drydocks after five years.
Off-Balance Sheet Arrangements
We are committed to making certain charter hire payments to third parties for chartered-in vessels. IFRS 16 requires us to recognise, on a discounted basis, the rights and obligations
created by the commitment to lease assets on the balance sheet. Leases with a term of less than 12 months or of low value would be considered as off-balance sheet arrangements.
Additionally, we previously had a $50 million receivables purchase facility, an off-balance-sheet arrangement. This $50 million receivables purchase facility is no longer in place.
Derivatives
We used financial instruments to reduce the risk associated with fluctuations in interest rates, commodity prices and foreign currency exchange rates. See Note 2 and Note 8 in our
Consolidated Financial Statements included herein for additional information.
Recent Accounting Pronouncements
During the years ended December 31, 2025, 2024 and 2023, we have applied a number of new IFRS standards and amendments to IFRS standards as they have become effective.
The adoption of such new and revised IFRS standards has no material effect on the amounts reported in our consolidated financial statements attached to this Annual Report. For further
description of these amendments to our accounting policies see Note 2.2 to our Consolidated Financial Statements for the years ended December 31, 2025, 2024 and 2023, respectively, all of which are included in Item 17 of this Annual Report.
C. Research and Development, Patents and Licenses, Etc.
Not applicable.
D. Trend Information
We are dependent on the charter and freight rates that the vessels in our Combined Fleet, particularly those in our Hafnia Fleet, can achieve. Charter and freight rates for product
tankers largely depend on market dynamics at any given time. The product tanker market has been cyclical and volatile in the past and may be volatile in the future.
In recent years, the market for product tankers has been particularly impacted by geopolitical conflicts, such as the ongoing war between Russia and Ukraine, the conflict between
Israel and Hamas, disruptions in the Red Sea, the conflict between the United States, Israel and Iran, and the effects of U.S. intervention in Venezuela. These conflicts, together with related sanctions and trade
restrictions, have significantly altered global trading patterns, which had a material positive influence on the product tanker market due to ton-miles gain from vessels rerouting.
As a result of the wars and conflicts, several countries have announced or implemented trade measures, including tariffs, which may impact trade routes and product tanker demand.
These measures could have a direct impact on our business, such as the imposition of fees on vessels operated or built by certain countries, potentially increasing costs for specific trade flows. Additionally, these measures could also have spillover
effects, including protective trade measures that influence the cost of goods transported, leading to shifts in trade patterns and the formation of alternative trade routes. Given the uncertainty surrounding timing, scope and effect of these proposed
actions, whether adopted in full or in part, we are currently unable to accurately assess or estimate its potential impact on our business and operations.
In addition, sanctions against Russia have intensified in recent periods. In 2025, a significant number of tankers were added to sanction lists maintained by the U.S. Office of
Foreign Assets Control, the European Union, and the United Kingdom. It is generally expected that these sanctioned vessels will be unable to return to mainstream trade even if sanctions are eventually lifted. The removal of such vessels from the
compliant trading fleet has reduced available tonnage, which may support higher utilisation for our vessels.
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Crude tanker cannibalisation was an important factor affecting the product tanker market in 2024 but returned to more historically normal levels in 2025. At the same time, a
significant number of LR2 product tankers migrated into the crude tanker market, driven in part by the increasing number of sanctioned crude tankers, which led to a strong crude earnings market. In 2025, around 80% of the LR2 newbuild capacity, or
the equivalent thereof, moved into crude trading, with more than half of the coated LR2 fleet now operating in the crude trade.
As a result, the product tanker supply outlook remains positive. Despite the orderbook-to-fleet ratio for product tankers being around 20% of the total fleet, it is more balanced than
the figure suggests. The average age of the global tanker fleet continues to increase, with a growing number of tankers becoming scrap candidates. Although scrapping levels have been low in recent years, we believe the aging fleet will still have a
significant impact, as older vessels typically operate at a lower utilisation rate compared to younger vessels.
In addition, the current newbuilding program consists primarily of coated LR2s. To the extent that a significant portion of these vessels will be absorbed into the crude market, the
incremental supply to the product tanker market may be more limited than headline orderbook figures imply. Our analyses indicate that the combination of an increased volume of vessels being recycled. Reduced utilisation stemming from the aging of the
global fleet, a growing number of sanctioned vessels, and the continued migration of LR2s into the crude trade, may contribute to creating a tighter supply and demand scenario which should support continued strong earnings.
For more information on the trends affecting our business, see “Item 4. Information on the Company – B. Business Overview –Industry”.
E. Critical Accounting Judgement and Estimates
Our consolidated financial statements are prepared in conformity with IFRS Accounting Standards, as issued by the IASB.
In preparing our consolidated financial statements, we make judgments, estimates,
and assumptions about the application of our accounting policies, which affect the reported amounts of assets, liabilities, revenue, and expenses. These judgments, estimates and assumptions are affected by the accounting policies applied. Certain
amounts included in or affecting this Annual Report and our consolidated financial statements and related disclosures are estimated, requiring us to make assumptions with respect to values or conditions that cannot be known with certainty at the
time the consolidated financial statements are prepared. A critical accounting estimate or assumption is one that is both important to the portrayal of our financial condition and results and requires management’s most difficult, subjective, or
complex judgments, often due to the need to estimate the effects of inherently uncertain matters. Management evaluates such estimates on an ongoing basis, using historical results and experience, consideration of relevant trends, consultation
with experts, and other methods considered reasonable in the particular circumstances. Our management believes that the accounting estimates used in for the historical consolidated financial statements of Hafnia Limited are appropriate and that the resulting financial statement line items are reasonable. However, future results of Hafnia Limited could differ from original estimates, requiring
adjustments to financial statement line items in future periods
Our critical accounting judgments and estimates relating to “Accounting for pool arrangements”, “Identification
of cash-generating units”, “Impairment of non-financial assets” and “Vessel life and residual value” are further described in the notes to our Consolidated
Financial Statements, which are filed as part of this Annual Report, beginning on page F-1; see in particular Note 2 in general, Note 2.3 “Critical accounting judgements and estimates”, and Note 7 “Property, plant and equipment”.
F. Safe Harbor
Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions, and beliefs about future events. These statements are intended as
“forward-looking statements”.
We caution that assumptions, expectations, projections, intentions, and beliefs about future events may and often do vary from actual results and the difference can be material. See
the section entitled “Cautionary Statement Regarding Forward-Looking Statements” at the beginning of this Annual Report.
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