Flex LNG Ltd. — AGM Information 2010

May 5, 2010

NOTICE OF ANNUAL SHAREHOLDERS MEETING OF

P Brena

FLEX LNG LTD. Company no. 1048398 (the "Company")

The Board of Directors hereby convene the Shareholders of

FLEX LNG Ltd

to an Annual Shareholders Meeting to be held on

25 May 2010 at 11.00 local time

At the offices of West Corporation Limited, Analyst House, 20-26 Peel Road, Douglas, Isle of Man, IM99 1AP (tel. +44 1624 652000).

The following agenda has been set for the meeting:

• $1.$ Opening of the Annual Shareholders Meeting
• $2.$ Presentation of list of participating shareholders, in person or by proxy
• Appointment of persons to chair the meeting and to co-sign the minutes 3.
• $4.$ Approval of notice of meeting and agenda
• 1. Approval of 2009 Annual Report for the Company and the Group
• 1. Approval of 2009 Annual Accounts for the Company and the Group
• 1. 2009 dividend

LEX LNG

• Appointment of auditors 8.
• 1. Remuneration of auditors
• 1. Appointment of members to the Board of Directors
• 1. Remuneration of the Board of Directors
• Appointment of members to the nomination committee $12.$
• Approval of procedures for the nomination committee 13.
• $14.$ Remuneration of members of the nomination committee

The purpose of the meeting is to consider and, if thought fit, approve the entry by the Company into each of the matters listed above.

OPENING OF THE ANNUAL SHAREHOLDERS MEETING 1.

The Annual Shareholders Meeting will be opened by the Interim Chairman of the Board, Capt. James MacHardy, or failing him, any individual duly appointed by him.

PRESENTATION OF LIST OF PARTICIPATING SHAREHOLDERS, IN PERSON OR BY PROXY $2.$

APPOINTMENT OF PERSONS TO CHAIR THE MEETING AND TO CO-SIGN THE MINUTES 3.

4. APPROVAL OF NOTICE OF MEETING AND AGENDA

5. APPROVAL OF 2009 ANNUAL REPORT FOR THE COMPANY AND THE GROUP

The Annual Shareholders Meeting is responsible for the approval and adoption of the Annual Report, as adopted and presented by the Board. The Annual Report is sent to each shareholder and attached hereto as Appendix 1.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

The 2009 Annual Report for the Company and the Group be and is hereby approved, adopted and confirmed in all respects.

6. ADOPTION OF 2009 ANNUAL ACCOUNTS FOR THE COMPANY AND THE GROUP

The Annual Shareholders Meeting is responsible for the approval and adoption of the Annual Accounts, as adopted and presented by the Board. The Accounts are sent to each shareholder and attached hereto as Appendix 1. As stated in the Auditor's report, which is also attached, the Company's Auditor has no remarks of adverse findings to the Accounts, but has commented, without qualifying its opinion, that the Company needs additional financial resources during 2010 in order to meet its future financial obligations, which is not yet in place.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

The 2009 Annual Accounts for the Company and the Group be and are hereby approved, adopted and confirmed in all respects.

7. 2009 DIVIDEND

The Annual Shareholders Meeting is responsible for the approval of any dividends. The Board of Directors recommends that no dividend is paid for 2009.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

No dividend shall be paid for 2009.

$\mathbf{R}$ APPOINTMENT OF AUDITORS

The Annual Shareholders Meeting is responsible for the appointment of auditors. Ernst & Young AS was elected as auditors for a period of one year in the Annual Shareholders Meeting 2009, and the Board recommends continuing with the present auditors for a period until the Annual Shareholders Meeting 2011.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

The Company's auditors Ernst & Young AS are re-appointed as auditors until next Annual Shareholders Meeting.

9. REMUNERATION OF AUDITORS

The Annual Shareholders Meeting is responsible for the fixing of, or determining of the method of fixing of, remuneration of the auditors.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

The remuneration of the Company's auditors with the amount set out below be and is hereby approved, adopted and confirmed in all respects, as proposed by the Board.

Remuneration of the auditors, Ernst & Young, for 2009 was USD 422,000, of which USD 322,000 relates to consultancy services and taxation advice, whilst the rest is related to the audit of the accounts 2009.

APPOINTMENT OF MEMBERS TO THE BOARD OF DIRECTORS $10.$

The shareholders are responsible for electing members to the Board of Directors.

The Board currently comprises of seven directors, all of which were elected at the Annual Shareholders Meeting in 2009 for a period of one year:

• James MacHardy, Interim Chairman
• James van Hoften $\bullet$
• Aoki Hiromichi $\bullet$
• Scott Pearl
• Ian Beveridge
• Anders Westin
• Philip Fjeld

All directors have confirmed that they accept re-election.

The nomination committee is responsible for recommending candidates for the Board of Directors and has recommended that the directors are re-elected for a period of one year, up to the Annual Shareholders Meeting 2011. The current Interim Chairman, James MacHardy, is recommended as Chairman.

A short description of the directors is included as Appendix 2.

THE FOLLOWING IS PROPOSED TO BE RESOLVED AS AN ORDINARY RESOLUTION:

Each of the following persons are re-elected to serve as directors of the Company until the Annual Shareholders Meeting 2011:

• James MacHardy
• James van Hoften
• Aoki Hiromichi
• Scott Pearl
• Ian Beveridge
• Anders Westin
• Philip Fjeld

REMUNERATION OF DIRECTORS $11.$

The shareholders are responsible for approving the remuneration of the directors. For 2009 the shareholders resolved that each director should receive a package in cash value worth USD 50,000 annually, and USD 80,000 annually for the Chairman, 50% of the said remuneration was paid in restricted stocks that will be unlocked and made freely transferrable to the directors over two years (50% at the first anniversary of grant and the remaining 50% at the second anniversary of first grant).

In addition those directors that took on Directorships of subsidiary companies received a cash payment of USD 2,000 per company, payable semi-annually in arrears.

It is suggested not to make any changes in any of the group companies, and that the remuneration of the directors for 2010 remains the same as for 2009.

In this connection the Board proposes that the Board is granted a new authorisation equal to the existing authorisation granted by the Annual Shareholders Meeting in 2009, to issue a number of shares in the Company necessary to deliver such restricted stocks.

THE FOLLOWING IS PROPOSED TO BE RESOLVED AS ORDINARY RESOLUTIONS:

$11(i)$ :

"The remuneration of the directors on the terms set out below be and is hereby approved, adopted and confirmed in all respects.

Remuneration of the directors for 2010 is determined to be USD 50,000 for each of the directors, and USD 80,000 for the Chairman. The remuneration is to be settled semi-annually in arrears, and be adjusted pro rata for any directors who have not served the entire preceding half year.

The first settlement shall be made within July 2010, the second within January 2011.

50% of each director's remuneration is to be paid in restricted shares in the Company on the following terms and conditions, so that each of the directors shall semi-annually, subject to any pro rata adjustments as described above, be granted such number of shares in the Company equal to USD 12,500 or USD 20,000 (in respect of the Chairman), based on:

• $(A)$ the volume weighted average trading price of the Company's shares, on Oslo Axess or such stock exchange on which the Company may from time to time maintain the principal listing of its shares, over a period of ten consecutive trading days ending on (1) the date of the first settlement in July 2010 and (2) the date of the second settlement in January 2011; or
• if the Company's shares are not traded during those ten consecutive trading days, the $(B)$ volume weighted average trading price of the shares on Oslo Axess or such stock exchange during the last ten trading days on which the Company's shares are traded.

The shares shall be subject to a lock up arrangement (meaning that they cannot be transferred) and the shares granted as remuneration for the first half year of 2010 shall become unlocked and be made freely transferrable to the directors at the first anniversary of grant of such shares, and the remaining shares granted as remuneration for the second half year of 2010, at the date falling one year thereafter.

11 (ii):

The Board of Directors of the Company is authorised to issue such number of shares in the Company as are necessary for the Company to deliver such shares as set out in resolution 11(i).

THE FOLLOWING IS PROPOSED TO BE RESOLVED AS A SPECIAL RESOLUTION

$11 (iii):$

The shareholders of the Company waive the preferential rights as set out in Regulation 3.3 of the Articles of Association in relation to the issuance of the shares referred to in resolution 11(i).

$12.$ APPOINTMENT OF MEMBERS TO THE NOMINATION COMMITTEE

The shareholders are responsible for electing members to the nomination committee. The nomination committee currently comprises the following three persons, elected by the Annual Shareholders Meeting in 2008 for a period extending to and including the Annual Shareholders Meeting 2010:

• George Linardarkis $\bullet$
• Rolf Emblem
• Jennifer Pomerantz

George Linardarkis has functioned as the chairman of the committee, and has accepted to continue as chairman or member of the committee if he is elected by the shareholders.

The nomination committee is responsible for recommending candidates for the nomination committee, and has made the following recommendation:

• George Linardarkis
• Aasuly Tveitereid
• Jean-Francois Cristau

A short description of the directors is included as Appendix 3.

THE FOLLOWING IS PROPOSED TO BE RESOLVED AS AN ORDINARY RESOLUTION:

Each of the following persons are elected to serve as members of the nomination committee until the Annual Shareholders Meeting 2012:

• George Linardarkis $\bullet$
• Aasulv Tveitereid
• Jean Francois Cristau

APPROVAL OF PROCEDURES FOR THE NOMINATION COMMITTEE $13.$

According to section 9.2 of the Articles of Association, the shareholders can set out directives for the nomination committee. The Board is of the opinion that such directives or procedures would be helpful for the work of the nomination committee, and have therefore prepared procedures for the committee, enclosed hereto as Appendix 4.

THE BOARD OF DIRECTORS PROPOSES THE FOLLOWING TO BE RESOLVED AS AN ORDINARY RESOLUTION:

The procedures for the nomination committee be and are hereby approved, adopted and confirmed in all respects.

REMUNERATION OF MEMBERS OF THE NOMINATION COMMITTEE 14.

The shareholders are responsible for approving the remuneration to the nomination committee. For previous years the nomination committee has not received any remuneration for its work. Due to expected increase in work load as a consequence of the listing on Oslo Axess, it has been proposed that the members of the nomination committee shall receive an annual compensation of USD 2,500 each, going forward.

THE FOLLOWING IS PROPOSED TO BE RESOLVED AS AN ORDINARY RESOLUTION:

A remuneration of the members of the nomination committee of USD 2,500 each is hereby approved, adopted and confirmed in all respects.

$***$

30 April 2010

allen IN Ĭ

James MacHardy

Interim Chairman of the Board of Directors

Appendix 1

2009 ANNUAL REPORT AND ACCOUNTS

2009 AUDIT REPORT

SHORT DESCRIPTION OF CANDIDATES FOR RE-ELECTION TO THE BOARD OF DIRECTORS

Capt. James A. MacHardy (64), Chairman

Capt. MacHardy has served on the Board since 19 March 2007. Capt. MacHardy was until recently CEO of the Society of International Gas Tanker and Terminal Operators (SIGTTO). This organisation promotes high safety and operational standards in the industry sector involved in marine transportation and handling of liquefied gases. SIGTTO has 158 members and represents over 95% of the world's LNG tonnage and 60% of the LPG tonnage. Capt. MacHardy has acted as Marine Advisor to large LNG projects such as Guangdong LNG and BP Trinidad and Tobago. Capt. MacHardy has held various positions within the industry.

Dr. James van Hoften (65), Board member

Dr. van Hoften has served on the Board since 19 March 2007. Dr. van Hoften recently retired as a Senior Vice President and Partner of the Bechtel Corporation. He was the Managing Director of Bechtel's Aviation business located in London. Following a successful astronaut career at NASA, Dr. van Hoften joined the Bechtel Corporation in 1986 where he led a number of major international projects, and managed businesses throughout the world, focusing on complex infrastructure programs in the civil, military and aerospace arenas. In 1992, Dr. van Hoften led Bechtel's team as Project Director for the New Hong Kong Airport project, at \$23 billion arguably the largest infrastructure project ever attempted. The award-winning project was delivered on time and \$1.5 billion under budget. Dr. van Hoften received a BSc Hons. in Civil Engineering from the University of California (Berkeley) in 1966 and an MSc in Hydraulic Engineering from Colorado State University at Fort Collins in 1968. He returned to CSU in 1974 to complete his PhD in Hydraulic Engineering following his tours in Southeast Asia.

Mr. Aoki Hiromichi (50), Board member

Mr. Aoki has served on the Board since July 2008. Mr. Aoki is an Executive Officer of Kawasaki Kisen Kaisha, Ltd. ("K"Line) and is responsible for Energy Transport Sector including natural gas, FPSO, offshore support vessels, MODU and other floating units. During his 27-years career with "K"Line, he has been a Project Manager for LNG transport projects such as Qatargas, RasGas, Snøhvit, Tangguh and many others. He was also a board member of EnerSea Transport LLC until June 2008 having pursued the project development of CNG. Before joining LNG Group of "K"Line, he served "K"Line as Resident Representative in Rio de Janeiro and CarCarrier Group besides studying under the corporate scholarship in Business School of Syracuse University, NY and Law School of Tulane University, LA. He holds a Bachelor of Business Administration in 1981 from Shinshu University.

Mr. Scott Pearl (36), Board member

Mr. Pearl has served on the Board since 19 March 2007. Mr. Pearl is a Director of Investment Research at Seneca. In addition to FLEX LNG, Mr. Pearl serves on the Board of Directors of Altex Energy, Ltd., a developer of transportation solutions for oil bitumen in Alberta. Mr. Pearl's experience includes the management of investments in both public and private debt and equity securities of energy companies, as well as providing equity research coverage to institutional investors in the electric sector. Mr. Pearl also has served as an advisor to numerous energy companies with regard to strategy, capital raising and merger and acquisition transactions. Prior to joining Seneca, Mr. Pearl was a Vice President of Equity Research at Credit Suisse First Boston. Previously, Mr. Pearl was an Investment Banker for energy companies at Credit Suisse First Boston and Lehman Brothers. Mr. Pearl began his career as a project financier for Chase Securities, Inc. Mr. Pearl is a graduate of the Wharton School of Business at the University of Pennsylvania.

Mr. Ian Beveridge (45), Board member

Mr. Beveridge has served on the Board since 2 October 2007. Mr. Beveridge is the CEO of the Schulte Group and has been associated with the Schulte group for 16 years, until 2006 as Managing Director. Before that Mr. Beveridge worked 3.5 years with Coopers & Lybrand in Johannesburg, leaving as Senior Supervisor. Mr. Beveridge obtained a Bachelor of Commerce (Honours) in 1987 and qualified as a chartered accountant in South Africa. Mr. Beveridge is also member of the Gard Board of Directors and the German Committee of Det Norske Veritas.

Mr. Anders Westin (40), Board member

Mr. Westin has served on the Board since April 2008. Mr. Westin is currently working for HBK Europe Management LLP, a London based affiliate of HBK Investments L.P. Mr. Westin has been associated with HBK since 2002. His primary responsibilities are Nordic equity investments, as well as equity investment in the European oil & gas services and shipping industries. In Mr. Westin's role at HBK his experience includes the management of investments in both public and private debt and equity securities. From 2000 to 2002 Mr. Westin worked for Enskilda Securities in London and was responsible for Special Situations Equity Research. From 1998 to 2000 he was one of the founding partners at Nordic Partners, Inc, a New York based equity brokerage firm. From 1995 to 1998 Mr. Westin worked as an equity analyst at Öhman FK in Stockholm Sweden. Mr. Westin received an MSc in Business and Economics in 1994 from the Stockholm School of Economics.

Mr. Philip Eystein Fjeld (34), Board Member & Executive Management (CEO)

Mr. Field is the co-founder of FLEX LNG, which was established in August 2006 and is the CEO of FLEX LNG Management Limited. Prior to joining FLEX LNG he held the position of Commercial Manager at Höegh LNG in Oslo, where he had responsibility for the commercial budget for two LNG carriers on long-term charters to gas majors. Business development work at Höegh LNG encompassed pre-qualification and offers in connection with standard LNG shipping tenders, structuring and negotiating LNG time charter parties and ship management contracts, ship-sale negotiations and marketing of FSRU conversions and regasification vessel projects. Mr. Fjeld has a nautical degree and has served at sea as a deck officer in the Royal Norwegian Coast Guard and in the Merchant Navy. Mr. Fjeld earned his Master's Degree in Strategy and Management from the Norwegian School of Economics and Business Administration.

SHORT DESCRIPTION OF CANDIDATES FOR RE-ELECTION TO THE BOARD OF DIRECTORS

George Linardarkis, member of the nomination committee

Mr. Linardarkis is has been a member of the nomination committee since 2008, and is currently the Managing Director of GNL Offshore Ltd., an investment holding company with interests in Oil & Gas, Energy and Minerals sectors. Part of his role involves working with and advising senior management within invested companies in regards to strategy, risk-reward, acquisitions & disposals of assets. Between 2005 and 2008, Mr Linardakis was a partner at Orn Capital LLP, where he managed the Orn Event Fund, investing in both public and private markets across capital structures. At Tudor Capital from 1998 to 2005, Mr Linardakis' responsibilities included Research and Management of Global Event Driven investments. In 1997 and 1998, he worked at Deutsche Bank, in the team responsible for Global Credit Derivatives. Mr. Linardakis received an MSc Investment Management from City University Business School, London in 1997.

Aasuly Tveitereid, member of the nomination committee

Mr. Tveitereid is currently managing his own investment company, AAT Invest. From 1998/99 to 2008 he worked as an Oil & Oil service research analyst in SEB Enskilda. Mr. Tveitereid earned his degree at NHH, the Norwegian School of Economics and Business Administration in 1999, and has experience from the Officer School Infantry & Officer & Platoon Leader from 1992 to 1995. Mr. Tveitereid has also served as a member of the board of directors in Odim and Noreco.

Jean-Francois Cristau, member of the nomination committee

Mr. Cristau has served as and will continue to serve as an advisor to the board of directors of FLX LNG Ltd. Mr. Cristau is currently Chairman of Euromar Shipping Plc in London. He holds unique industry knowledge and has valuable experience from several important positions within the industry, including former CEO and Chairman of Barry Rogliano Salles. Mr. Cristau is also a member of the International General Committee of Bureau Veritas. Mr. Cristau has a Master Degree of Mathematics and Physics from Paris University 1966 and also graduated from Ecole Nationale Supérieure Génie Maritime in 1968.

PROCEDURES FOR THE NOMINATION COMMITTEE

A Papel

FLEX LNG LTD

(adopted at the Annual Shareholders Meeting of FLEX LNG Ltd on 25 May 2010, in accordance with the Articles of Associations' section 9.2.)

$1.$ DUTIES

The main task of the nomination committee is to propose candidates for election to the board of directors, including the chairman, and for election to the nomination committee.

Furthermore, the nomination committee shall provide a recommendation to the shareholders meeting regarding the remuneration to the board of directors and the nomination committee.

COMPOSITION, NOMINATION AND REMUNERATION $2.$

The nomination committee shall consist of minimum three members who shall be elected by the shareholders at the Annual Shareholders Meeting for a period of two years, or such shorter period as specified in the resolution pursuant to which they are appointed. The committee elects its own chairman.

The shareholders shall stipulate the remuneration to the members of the nomination committee, and are not bound by the recommendation provided by the nomination committee. The nomination committee's costs are covered by the company.

PROCEDURES 3.

The nomination committee forms a quorum when at least two of its members are present.

Meetings of the nomination committee are held upon summons from the chairman or whenever required by another member of the committee. Meetings may be held as telephone conferences.

In connection with its work the nomination committee may contact various shareholders and board members. The committee shall have access to a register of the company's beneficial shareholders, if available. The nomination committee shall propose candidates in good faith, naming candidates it believes will serve the best interests of the shareholders and the company as such. The nomination committee shall take into account that the candidates are sufficiently qualified to make independent evaluations of the management's presentation of the company's activities. Except for the candidates to the board of directors that represent shareholders that hold minimum 5% of the shares, as stipulated in the Articles of Association section 9.3, the nomination committee shall also emphasise the candidates' independence as stipulated in the Norwegian Code of Practice for Corporate Governance.

The candidates shall be asked in advance if they are willing to take on the task as a board member or member of the nomination committee, and should confirm in writing before being appointed.

THE NOMINATION COMMITTEE'S CONTENTS OF PROCESSING AND 4. RECOMMENDATION

The nomination committee's recommendation should be made available in accordance with the deadline for the notice of the Annual Shareholders Meeting. The recommendation should be sent to the shareholders as part of or together with the notice; alternatively, the shareholders can be informed of the nomination via a separate letter or in a press release.

The committee's recommendation should include relevant information on the candidates, including information on competence, capacity and independence. Information on the members of the board of directors should include each individual's age, education and business experience. Information should be given on how long each individual has been a member of the board of directors and any assignments carried out for the company, as well as the individual's material appointments with other companies and organisations.