20-F
Golar Lng Ltd (GLNG)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
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| OR | ||||
| --- | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| --- | --- | For the fiscal year ended | December 31, 2024 | |
| --- | --- | OR | ||
| --- | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| --- | --- | OR | ||
| --- | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| --- | --- | Date of event requiring this shell company report | ||
| --- | For the transition period from | to | ||
| --- | --- | Commission file number | 000-50113 | |
| --- | --- | |||
| Golar LNG Limited | ||||
| --- | ||||
| (Exact name of Registrant as specified in its charter) | ||||
| (Translation of Registrant’s name into English) | ||||
| Bermuda | ||||
| (Jurisdiction of incorporation or organization) | ||||
| 2nd Floor, S.E. Pearman Building<br><br>9 Par-la-Ville Road, Hamilton<br><br>HM 11, Bermuda | ||||
| (Address of principal executive offices) | ||||
| Mi Hong Yoon<br><br>S.E. Pearman Building<br><br>2nd Floor 9 Par-la-Ville Road, Hamilton<br><br>HM 11, Bermuda<br><br>Telephone: +1 (441) 295-4705 | ||||
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common Shares, par value, $1.00 per share | GLNG | Nasdaq Global Select Market |
Securities registered or to be registered pursuant to section 12(g) of the Act.
| None |
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| (Title of class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
| None |
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| (Title of class) |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| As of December 31, 2024, the registrant had 104,534,703 outstanding common shares. |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes | X | No |
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934.
| Yes | No | X |
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Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | X | No |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | X | No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).
| Large accelerated filer | X | Accelerated filer | Non-accelerated filer | Emerging growth company |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| Yes | X | No |
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
| Yes | No | X |
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| Yes | No | X |
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | X | International Financial Reporting Standards as issued by the International Accounting<br><br>Standards Board | Other |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| Item 17 | Item 18 |
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | X |
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(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes | No |
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INDEX TO REPORT ON FORM 20-F
| PART I | PAGE | |
|---|---|---|
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 19 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 28 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 28 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 42 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 47 |
| ITEM 8. | FINANCIAL INFORMATION | 48 |
| ITEM 9. | THE OFFER AND LISTING | 49 |
| ITEM 10. | ADDITIONAL INFORMATION | 49 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK | 61 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 62 |
| PART II | ||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 62 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 62 |
| ITEM 15. | CONTROLS AND PROCEDURES | 62 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 63 |
| ITEM 16B. | CODE OF ETHICS | 63 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 63 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 64 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 64 |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 64 |
| ITEM 16G. | CORPORATE GOVERNANCE | 64 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 65 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 65 |
| ITEM 16J. | INSIDER TRADING POLICIES | 65 |
| ITEM 16K. | CYBERSECURITY | 65 |
| PART III | ||
| ITEM 17. | FINANCIAL STATEMENTS | 66 |
| ITEM 18. | FINANCIAL STATEMENTS | 66 |
| ITEM 19. | EXHIBITS | 66 |
| SIGNATURES | 71 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. When used in this report, the words “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “projected”, “plan”, “potential”, “continue”, “will”, “may”, “could”, “should”, “would”, “expect” and similar expressions identify forward-looking statements.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:
•our ability and that of our counterparty to meet our respective obligations under the 20-year lease and operate agreement (the “LOA”) with BP Mauritania Investments Limited, a subsidiary of BP p.l.c (“bp”), entered into in connection with the Greater Tortue Ahmeyim Project (the “GTA Project”), including the commissioning and start-up of various project infrastructure. Delays to floating liquefaction natural gas vessel (“FLNG”) commissioning works and the start of operations for our FLNG Gimi (“FLNG Gimi”) could result in incremental costs to both parties to the LOA;
•our ability to meet our obligations under our commercial agreements, including the liquefaction tolling agreement (the “LTA”) entered into in connection with the FLNG Hilli Episeyo (“FLNG Hilli”);
•our ability to meet our obligations with Southern Energy S.A. (“SESA”) in connection with the recently signed agreement to deploy FLNG Hilli in Argentina, and SESA's ability to meet its obligations with us;
•the ability to secure a suitable contract for the MKII FLNG (“MKII FLNG”) within the expected timeframe, including the impact of project capital expenditures, foreign exchange fluctuations, and commodity price volatility on investment returns and potential changes in market conditions affecting deployment opportunities;
•changes in our ability to obtain additional financing or refinance existing debts on acceptable terms or at all;
•global economic trends, competition, and geopolitical risks, including U.S. government actions, trade tensions or conflicts such as between the U.S. and China, related sanctions, a potential Russia-Ukraine peace settlement and its potential impact on liquefied natural gas (“LNG”) supply and demand;
•a material decline or prolonged weakness in tolling rates for FLNGs;
•failure of shipyards to comply with schedules, performance specifications or agreed prices;
•failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;
•increased tax liabilities in the jurisdictions where we are currently operating or expect to operate;
•continuing volatility in the global financial markets, including but not limited to commodity prices, foreign exchange rates and interest rates;
•changes in general domestic and international political conditions, particularly where we operate, or where we seek to operate;
•changes in our ability to retrofit vessels as FLNGs, including the availability of vessels to purchase and in the time it takes to build new vessels or convert existing vessels;
•continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure (“FM”) under contractual arrangements, including but not limited to our future projects and other contracts to which we are a party;
•our ability to close potential future transactions in relation to equity interests in our vessels or to monetize our remaining equity method investments on a timely basis or at all;
•increases in operating costs as a result of inflation, including but not limited to salaries and wages, insurance, crew provisions, repairs and maintenance, spares and redeployment related modification costs;
•claims made or losses incurred in connection with our continuing obligations with regard to New Fortress Energy Inc. (“NFE”), Energos Infrastructure Holdings Finance LLC (“Energos”), Cool Company Ltd (“CoolCo”) and Snam S.p.A. (“Snam”);
•the ability of Energos, CoolCo and Snam to meet their respective obligations to us, including indemnification obligations;
•changes to rules and regulations applicable to FLNGs or other parts of the natural gas and LNG supply chain;
•changes to rules on climate-related disclosures as required by the European Union or the U.S. Securities and Exchange Commission (the "Commission"), including but not limited to disclosure of certain climate-related risks and financial impacts, as well as greenhouse gas emissions;
•actions taken by regulatory authorities that may prohibit the access of FLNGs to various ports and locations; and
•other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission, including our annual report on Form 20-F.
Please see our Risk Factors in Item 3 of this report for a more complete discussion of these and other risks and uncertainties. We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.
All forward-looking statements included in this report are made only as of the date of this report and, except as required by law, we assume no obligation to revise or update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors. If one or more forward-looking statements are revised or updated, no inference should be drawn that additional revisions or updates will be made in the future.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
Throughout this report, unless the context indicates otherwise, the “Company”, “Golar”, “Golar LNG”, “we”, “us”, and “our” all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar Management Limited, or Golar Management, or to all such entities. References to “Golar Partners” or “GMLP” refer, depending on the context, to our former affiliate Golar LNG Partners LP (previously listed on Nasdaq: GMLP) and to any one or more of its subsidiaries. References to “Hygo” refer to our former affiliate Hygo Energy Transition Ltd and to any one or more of its subsidiaries. References to “Avenir” refer to our affiliate Avenir LNG Limited (Norwegian OTC: AVENIR) and to any one or more of its subsidiaries. References to “NFE” refer to New Fortress Energy Inc. (Nasdaq: NFE), the third-party purchaser of Golar Partners and Hygo, which acquisitions closed on April 15, 2021. References to “CoolCo” refer to Cool Company Ltd (Euronext Growth/NYSE: CLCO) and to any one or more of its subsidiaries. Unless otherwise indicated, all references to “USD” and “$” in this report are to U.S. dollars.
A. Reserved
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors summarized and detailed below could materially and adversely affect our business, our financial condition, our results of operations and the trading price of our common shares. We have categorized the risks we face based on whether they arise from our FLNG business, projects, financing and operational activities or from the industry in which we operate. We have listed these risks based on management’s assessment of priority. Where relevant, we have grouped together related risks into the following categories:
◦Risks related to our FLNGs and our FLNG growth projects
■Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi;
■Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli;
■Our ability to meet the conditions precedent for the redeployment of the FLNG Hilli;
■Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition;
■Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition;
■Our ability to complete a MKII FLNG conversion within budget could have a material adverse effect on our business, financial condition, liquidity and future prospects;
■Our ability to secure a suitable contract for the MKII FLNG;
■Our ability to secure funding for our MKII FLNG project; and
■Our heavy reliance on a limited number of contractors and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions.
◦Risks related to the financing of our business
■We may not be able to obtain new financings to meet our obligations as they fall due or to fund our growth or our future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends;
■We are exposed to volatility in the Secured Overnight Financing Rate (“SOFR”) and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates;
■Most of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities;
■We entered into guarantees for certain parties. If these parties are unable to service their debt requirements or comply with certain provisions contained in their loan agreements, this may have a material adverse effect on us;
■The inability of certain parties to satisfy their indemnity obligations to us could have a material adverse effect on our financial condition and results of operations;
■If the Hilli letter of credit (the “Hilli LC”) is not extended, the results of operations and financial condition of Golar Hilli Corp. (“Hilli Corp”) could suffer;
■Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility;
■Our consolidated lessor variable interest entity (“VIE”) may enter into different financing arrangements, which could affect our financial condition, results of operations and cash flows; and
■Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition.
◦Risks related to our operations
■We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business;
■We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our management and our results of operations;
■A cyberattack could materially impact our reputation, operations or financial performance;
■Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations;
■Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and have an associated impact on financial performance of our FLNGs;
■We are subject to the economic, political, social and other conditions in the jurisdictions where we operate;
■Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Bribery Act of the UK (the “UK Bribery Act”) and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations;
■Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations;
■We will have to make additional contributions to our pension scheme because it is underfunded;
■We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound, Brazilian Real and other foreign currency fluctuations and devaluations that could harm our results of operations;
■We are subject to the risk related to Macaw Energies’ business which may not achieve anticipated profitability as expected or at all; and
■Our equity method investments may not result in sufficient profitability to justify our investment, and could lead to future impairment.
◦Risks related to our industry
■Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs
■Our operations are subject to extensive and changing laws, regulations, reporting requirements and environmental and social attitudes towards fossil fuel, may have an adverse effect on our business; and
■Environmental, social and governance (“ESG”) and sustainability considerations may adversely impact our operations and markets.
◦Risks related to our common shares
■The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors;
■Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment;
■We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares;
■Because we are a Bermuda corporation, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company; and
■Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States.
◦Risks related to tax
■As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements;
■The enactment of a corporate income tax in Bermuda could adversely affect us;
■We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or in which we or our subsidiaries are organized could adversely affect our business, results of operations and financial condition; and
■We could be treated as or become a passive foreign investment company (“PFIC”), which could have adverse U.S. federal income tax consequences to U.S. shareholders.
Risks related to our FLNGs and our FLNG growth project
•Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi.
In February 2019, we entered into the LOA with bp for the lease and operation of FLNG Gimi, for the first phase of the GTA Project, situated off the coast of Mauritania and Senegal, for a period of 20 years. On January 18, 2025, full commissioning of the FLNG Gimi commenced. The first LNG export cargo was successfully loaded in March 2025, and commencement of commercial operations (“COD”) is expected within the second quarter of 2025. Given the GTA Project’s complexity and the interdependencies of certain activities required during project mobilization and COD, significant delays could result in incremental costs to both parties to the LOA and delay the 20-year LOA term that unlocks the equivalent of around $4.3 billion Adjusted EBITDA backlog, of which we have a 70% ownership interest. If FLNG Gimi does not meet its anticipated profitability or generate sufficient cash flow on time or at all, our cash flows and results of operations may be adversely affected.
In the duration of the LOA, we are exposed to various risks, which encompass bp’s right to terminate the LOA due to specified events of default, non-payment by bp due to disagreements or disputes, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Gimi fails to meet contracted capacity. Additionally, there is a risk of incurring significant charges such as asset devaluation or restructuring charges. Any of these circumstances or events could have a material adverse effect on our results of operations, cash flow and financial condition.
•Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli.
The FLNG Hilli is currently operating under the terms of the LTA by and between Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”) (together the “Customer”) which ends in mid-July 2026.
During the duration of the LTA, we are exposed to various risks, including potential challenges in realizing the benefits of the LTA. These risks encompass the Customer’s right to terminate the agreement due to specified events of default, non-payment by the Customer due to financial constraints or disagreements, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Hilli fails to meet the annual contracted capacity. Additionally, there is a risk of incurring significant charges such as asset devaluation or restructuring charges. Any of these circumstances or events could have a material adverse effect on our results of operations, cash flow and financial condition.
•Our ability to meet the conditions precedent for the redeployment of the FLNG Hilli.
In July 2024, we entered into definitive agreements with SESA for a 20-year deployment of the FLNG Hilli in Argentina. The project is expected to start LNG exports in 2027. The definitive agreements feature a gas sales agreement from SESA for the supply of gas and an FLNG charter agreement with us which includes a base tariff and commodity exposure to LNG sales prices. SESA is a joint venture in which we will hold a 10% stake and will be responsible for the purchase of domestic natural gas, operations and sale and marketing of LNG volumes from Argentina.
The definitive agreements are subject to defined conditions precedent, including an export license, environmental assessment and final investment decision by SESA. We may be unable to meet these conditions precedent under our original timeline or at all. Given the FLNG Hilli’s current LTA ends in July 2026, any delay in meeting these conditions precedent could result in increased downtime and decreased revenue, which could adversely impact our financial performance and overall business outlook. Additionally, regulatory changes, competition, or technological advancements, may further influence the vessel’s redeployment prospects. Accordingly, there can be no assurance that the FLNG Hilli meets its anticipated profitability or generates sufficient cash flow to justify our investment.
•Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition.
Our future revenue is dependent on a limited number of customers. The loss of a key customer or a substantial decline in the amount of services requested by a key customer, or the inability of a customer to pay for our services, could have a material adverse effect on our results of operations, cash flows and financial condition. We could lose a customer or the benefits of a contract if:
•the customer fails to make payments because of its financial inability, disagreements with us or otherwise;
•we breach the relevant contract and the customer exercises certain rights to terminate the contract;
•the customer terminates the contract because we fail to deliver the vessel or provide the service within a contracted period of time, the vessel is lost or damaged beyond repair or incurs prolonged periods of off-hire, or we default under the contract;
•the customer terminates the contract due to prolonged FM affecting the customer, including damage to or destruction of relevant facilities, war or geopolitical unrest preventing us from performing services for that customer; or
•the customer becomes subject to sanction laws which directly or indirectly prohibits our ability to lawfully charter our vessel to such customer.
If we lose a key customer or if a customer exercises its right to terminate the contract or charter, we may be unable to acquire an adequate replacement which could have a material adverse effect on our results of operations, cash flows and financial condition.
•Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition.
We use derivative instruments to manage commodity, currency and financial market risks. The extent of our derivative position at any given time depends on our assessments of the markets for these commodities and related exposures. We currently account for all derivatives at fair value, with immediate recognition of changes in the fair value in our earnings. These transactions and other derivative transactions have resulted and may continue to result in substantial volatility in reported results of operations, particularly in periods of significant commodity, currency or financial market variability, or as a result of ineffectiveness of these contracts. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract.
•Our ability to complete a MKII FLNG conversion within budget could have a material adverse effect on our business, financial condition, liquidity and future prospects.
In September 2024, we entered into an Engineering, Procurement and Construction (“EPC”) agreement with CIMC Raffles, a Chinese manufacturer of vessels and other marine equipment, in connection with the conversion of the Fuji LNG into the MKII FLNG. The intricacies and scale of the FLNG conversion process pose risks, including unforeseen technical challenges or complexities in the MKII FLNG design, especially with the integration of new technologies or modifications to the original design. Delays in the FLNG conversion schedules beyond agreed-upon timelines may impact our ability to meet contractual obligations, resulting in potential financial penalties, strained customer relationships and reputational damage. Such delays may be caused by various factors, including unforeseen technical issues, supply chain disruptions, adverse weather conditions, or regulatory hurdles.
Moreover, the failure of shipyards to adhere to performance specifications could compromise the operational efficiency and effectiveness of the converted FLNG unit. This may lead to suboptimal performance, increased maintenance costs, and potential liabilities if the delivered product fails to meet industry standards or regulatory requirements. Deviations from agreed-upon prices with suppliers can result in unexpected financial burdens. Additionally, the global nature of the shipbuilding industry exposes us to geopolitical and economic risks including potential tensions or conflicts between the U.S. and China, including related sanctions. Changes in trade policies, geopolitical tensions, or economic downturns in key regions, may affect the availability of skilled labor, essential materials, and financing, leading to increased project costs and delays.
In addition, changes in regulatory requirements, unexpected permitting delays or the need to comply with evolving environmental, safety, and operational standards may require modifications to the project plan. In the event of non-compliance by shipyards, our ability to enforce contractual terms and secure timely remedies may be subject to legal and regulatory complexities, further exacerbating the adverse impact on our results of operations, cash flow and financial condition.
•Our ability to secure a suitable contract for the MKII FLNG.
Securing long-term, profitable contract for our MKII FLNG design is vital to our growth strategy. However, this process is subject to several risks which includes geopolitical tensions, sanctions, and shifts in energy policies introducing unpredictability and risk of delay to project timelines; fluctuations in commodity prices, regulatory changes, and economic downturns which can affect customer decisions and delay contract negotiations; and foreign exchange fluctuations, difficulties securing financing and technical delays which can increase our MKII FLNG conversion costs and extend project timelines. Our failure to secure favorable, long-term contracts in a timely manner, or to successfully convert commercial leads into viable projects, could result in cost overruns, delays, and a negative impact on our overall financial position.
•Our ability to secure funding for our MKII FLNG project.
The conversion of a FLNG, such as MKII FLNG, takes a number of years and requires a substantial capital investment that is dependent on sufficient funding and commercial interest, among other factors. The availability and cost of financing in the capital markets can be influenced by various external factors, including economic conditions, interest rates, investor sentiment, contingencies and uncertainties that are beyond our control. Unforeseen changes in these factors may lead to fluctuations in the cost of debt or equity financing, potentially affecting the overall financial feasibility of the MKII FLNG project. Further, the complexity and scale of the MKII FLNG may present challenges in structuring financing arrangements. Lenders and investors may have stringent requirements related to project viability, risk allocation, and financial returns, which may necessitate protracted negotiations and due diligence processes. We may be required to use cash from operations, incur additional borrowings or raise capital through the sale of debt or additional equity securities to fund the conversion. Our failure to obtain funds for future capital expenditures could impact our results of operations, cash flow, financial condition and growth prospects.
•Our heavy reliance on a limited number of contractors and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions.
The conversion of our MKII FLNG design will be the first of its kind. Due to its novelty and the highly technical process related to FLNG conversions, we are reliant on a limited number of contractors and shipyards with relevant FLNG conversion experience. A change of appointed contractors for any reason would likely result in higher costs and a significant delay to any delivery schedules. Our future FLNG vessels may not be able to meet certain performance requirements or perform as intended and we may have to accept reduced rates, not be able to contract FLNG vessels or we may be required to recognize an impairment expense in our financial statements in the future. Furthermore, changes in global trade policy, including increased sanctions, may limit the number of available shipyards with relevant FLNG conversion capabilities. Any of these possibilities would have a negative impact, which could be significant, on our results of operations, cash flow and financial condition.
Risks related to the financing of our business
•We may not be able to obtain new financings, to meet our obligations as they fall due or to fund our growth or our future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends.
In order to fund future projects, increased working capital levels or other capital expenditures, we may be required to use cash from operations, incur additional borrowings or raise capital through the issuance of debt or additional equity securities.
Our ability to do so may be limited by our financial condition at the time of such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Historically, we have obtained financing from Chinese leasing houses using lease financing agreements that are customary in the maritime industry. Our ability to obtain similar financing with Chinese counterparties may be impacted by geopolitical conditions, including export controls, trade policy and the imposition of tariffs, all of which are beyond our control. Our failure to obtain funds for future capital expenditures could impact our results of operations, financial condition and our ability to pay dividends. Furthermore, our ability to access capital, the overall economic conditions and our ability to secure new customers on a timely basis could limit our ability to fund our growth plans and capital expenditures. If we are successful in issuing equity in order to raise capital, the issuance of additional equity securities would dilute existing shareholders’ equity interests and reduce any pro rata dividend payments without a commensurate increase in cash allocated to dividends, if any. Even if we are successful in obtaining a financing, paying debt service would limit cash available for our working capital and capital expenditure requirements and increase our indebtedness which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
•We are exposed to volatility in SOFR and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates.
As of December 31, 2024, we have total outstanding debt of $1.5 billion, of which $0.8 billion was exposed to a floating interest rate based on SOFR, which could affect the amount of interest payable on our debt. In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a part of our floating rate debt obligations. As of December 31, 2024, we have interest rate swaps with a notional amount of $0.5 billion representing 67.6% of our total floating rate debt. While we are economically hedged, we do not apply hedge accounting and therefore interest rate swap mark-to-market valuations may adversely affect our results. Entering into swaps and derivative transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivative strategies that we employ currently and in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs or losses.
In the future, our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under loans that have been advanced at a floating rate. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial condition or results of operations.
•Most of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities.
Most of our obligations are secured by our vessels and guaranteed by our subsidiaries holding the interests in our vessels. Our loan agreements impose, and future financial obligations may impose, operating and financial restrictions on us. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things: merge into or consolidate with any other entity; to sell or otherwise dispose of, all or substantially all of our assets; make or pay equity distributions, repurchase our own shares; incur additional indebtedness; incur or make any capital expenditures; or materially amend, or terminate, any of our current vessel contracts or management agreements.
Our loan agreements and lease financing arrangements also require us to maintain specific financial ratios, including minimum amounts of unrestricted cash, minimum ratios of current assets to current liabilities, excluding but not limited to the current portion of long-term debt, VIE balances, minimum levels of shareholders' equity and maximum loan amounts to value. If we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to our covenants, we would be in default of our loans and lease financing agreements, which, unless waived by our lenders, could provide our lenders with the right to require us to increase the minimum value held by us under our equity and liquidity covenants, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet or reclassify our indebtedness as current liabilities and could allow our lenders to accelerate our indebtedness and foreclose their liens on our vessels, which could result in the loss of our vessels. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain new financing, which would impair our ability to continue to conduct our business.
Events beyond our control, including changes in the economic and business conditions in the industries in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, outbreaks of epidemic and pandemic diseases and war or geopolitical unrest, may affect our ability to comply with these financial covenants. We cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.
•We entered into certain guarantees for certain parties. If these parties are unable to meet the requirements or comply with certain provisions contained in the agreements, this may have a material adverse effect on us.
We entered into agreements to provide stand-ready guarantees in connection with commercial bank indebtedness, claims, damages or liabilities imposed by governmental authorities for certain parties, including but not limited to Golar Partners, Hygo, Energos, CoolCo and its investments. Failure by any of these parties to comply with any provisions contained in the agreements, may lead to an event of default under these agreements. In such case, we would need to satisfy the obligations or indemnify the losses of the respective party.
Additionally, if a default occurs under a loan agreement, the lenders could accelerate the outstanding borrowing and declare all amounts outstanding due and payable. In this case, if such party is unable to obtain a waiver or an amendment to the applicable provisions of the loan agreement, or do not have enough cash on hand to repay the outstanding borrowing, the lenders may, among other things, foreclose their liens on the respective asset, or seek repayment of the loan from such party or from us under the guarantee that we have provided.
The occurrence of any of the events described above would have a material adverse effect on our business, results of operations and financial condition, reduce our ability or make us unable to pay dividends to our shareholders for so long as such default is continuing.
•The inability of certain parties to satisfy their indemnity obligations to us could have a material adverse effect on our financial condition and results of operations.
Pursuant to the entry into agreements to provide stand-ready guarantees to certain parties, we are counter indemnified by certain parties, including CoolCo, NFE and Energos for certain losses we may incur in connection with providing guarantees and indemnities. These parties' abilities may be affected by events beyond either of our control, including prevailing economic, financial, geopolitical and industry conditions. If they are unable to meet their indemnification obligations, our results of operations, financial condition and ability to make cash distributions to our shareholders could be materially adversely affected.
•If the Hilli LC is not extended, the results of operations and financial condition of Hilli Corp could suffer.
Pursuant to the terms of the LTA, a financial institution issued a performance guarantee on behalf of Hilli Corp guaranteeing certain payments of Hilli Corp, as required under the LTA. The Hilli LC had an initial expiry date of December 31, 2019, which automatically extended and will extend for successive one-year periods until the tenth anniversary of the final acceptance of the FLNG Hilli under the LTA, unless the financial institution elects to not extend the Hilli LC. The financial institution may elect to not extend the Hilli LC by giving notice at least 90 days prior to December 31, in any subsequent year. If (i) the Hilli LC ceases to be in effect or (ii) the financial institution elects to not extend the Hilli LC, unless replacement security for payment is provided within a certain time, then the LTA may be terminated and Hilli Corp may be liable for a termination fee of up to $100 million. Accordingly, if the financial institution elects at some point in the future to not extend the Hilli LC, Hilli Corp’s financial condition could be materially and adversely affected.
•Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility.
Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, regulatory or geopolitical unrest and other factors, some of which are beyond our control. If our cash inflows are not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the future.
•Our consolidated lessor VIE may enter into different financing arrangements, which could affect our results of operations, cash flow and financial condition.
Following the sale and leaseback transaction we have entered into with a subsidiary of a Chinese financial institution that was determined to be lessor VIE, where we are deemed to be the primary beneficiary, we are required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) to consolidate the lessor VIE into our financial results. Although consolidated into our results, we have no control over the funding arrangements negotiated by the lessor VIE such as interest rates, maturity and repayment profiles. The funding arrangements negotiated by the lessor VIE could adversely affect our results of operations, cash flow and financial condition. For additional detail refer to note 5 “Variable Interest Entities” of our consolidated financial statements included herein.
•Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition.
As of December 31, 2024, we have $716.6 million of cash and cash equivalents and restricted cash, of which $301.8 million are held in short-term money market deposits carried with a limited number of financial institutions. The collapse of any financial institution or the inability of a financial institution to obtain necessary funding when required, or a banking crisis, could have a material adverse effect on our cash flows and financial condition.
Risks related to our operations
•We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.
We entered into agreements for the provision of certain technical and crew services which we have subcontracted to third party ship managers. Such agreements expose us to subcontractor counterparty risks. The ability of each of our subcontractors to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include general economic conditions, the overall financial condition of our subcontractors, the condition of the maritime and offshore industries and work stoppages or other labor disturbances. Should our subcontractors fail to honor their obligations under the agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, reputation, results of operations, cash flow and financial condition.
•We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our business management and our results of operations.
We are dependent upon the available labor pool of skilled employees. We compete with other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our FLNGs and to provide our customers with the highest quality service. A shortage in the labor pool of skilled workers, remote FLNG locations, increasing cost of living or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for us to attract and retain qualified personnel and could require an increase in the salaries, wages and benefits packages that we offer, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, results of operations, cash flow and financial condition.
Our success depends, to a significant extent, upon the skills and efforts of our senior executives and certain key employees. While we believe that we have an experienced team, the loss or unavailability of one or more of our senior executives and/or our key employees for any extended period of time could have an adverse effect on our business and results of operations.
•A cyberattack or substandard performance of our information technology systems could materially impact our reputation, operations or financial performance.
We rely on information and operational technology systems and networks in our operations and the administration of our business. The energy industry has become increasingly dependent on digital technologies to conduct day-to-day operations, and the use of mobile communication devices has rapidly increased. Industrial control systems such as supervisory control and data acquisition (“SCADA”) systems now control large-scale processes that can include multiple sites across long distances. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, physical and electronic loss of data, and cyberattacks. We also collect and store sensitive data in the ordinary course of our business. The growing data protection regulatory landscape adds complexity and cost to safeguarding this information. The secure processing, maintenance and transmission of information is critical to our operations. However, the number of cyber incidents, including deliberate attacks, is increasing globally. Cybersecurity attacks are also becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence) and other attempts to gain unauthorized access to data for purposes of extortion or other malfeasance. Our technologies, systems, networks and business partners may become the target of cybersecurity attacks or security breaches.
We have experienced attempted cybersecurity attacks, but have not suffered any material adverse impacts to our business and operations as a result of such unsuccessful attempts. We have implemented security measures that are designed to detect and protect against cyberattacks. However, we may not anticipate, detect or prevent all cyberattacks, particularly because the methods used by attackers frequently change or may not be recognized until an attack is already underway or successful. No security measure is infallible. Despite the measures and precautions we have taken and any additional measures, we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, misdirected wire transfers including security breaches caused by human errors, and other adverse events. Our efforts to improve security and protect data may also identify previously undiscovered instances of security breaches or bad actors with present access to our systems.
Moreover, implementation of various procedures and controls to monitor and mitigate security threats may significantly increase our operating costs. Cyberattacks have increased in number and sophistication in recent years. Our operations could be targeted by individuals or groups seeking to sabotage, compromise or disrupt our information or operational technology systems and networks, to steal or corrupt data, or otherwise disrupt our operations. A successful cyberattack could materially disrupt our operations, including the safety of our operations, damage our assets, or lead to unauthorized release of information or alteration of information on our systems. If a key system was to fail or experience unscheduled downtime for any reason, our operations and financial results could be affected adversely. Any attack or other breaches of our information technology and operational technology systems could have a material adverse effect on our business, results of operations, cash flow and financial condition, and may result in the loss of sensitive, confidential information or other assets, as well as litigation, including individual claims or class actions, regulatory enforcement actions, violation of privacy or securities laws and regulations, and remediation costs.
•Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations.
Our vessels are exposed to a range of risks, including marine disasters, epidemic and pandemic diseases, piracy, environmental accidents, adverse weather conditions, mechanical failures, and geopolitical events like war and terrorism. These events have the potential to disrupt cargo delivery, services, routine maintenance, inspections, and equipment management, leading to loss of hire, contract termination, governmental fines, and business restrictions. Additionally, our vessels could be requisitioned during national emergencies, exposing us to higher insurance premiums, potential coverage inadequacy, and uncertainties in claims settlements. Operating in regions designated as "war risk" zones could also increase insurance costs. Uninsured repair costs and the unpredictability of vessel repair cost could pose substantial financial challenges. Environmental incidents, including those from sandstorms, could lead to cleanup liabilities, penalties, and negative media coverage. All of these factors have the potential to materially impact our business, results of operations, cash flows, weaken our financial condition and negatively affect our ability to pay dividends.
•Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and associated impact on financial performance of our FLNGs.
FLNGs are complex floating operation platforms dependent on multiple systems to work in parallel to obtain efficient operations. The various equipment onboard has different operational procedures and maintenance cycles. When the FLNG Gimi reaches COD, it will be operating at 90% of nameplate capacity, whereas the Hilli has operated at 57% of nameplate capacity. Operating at higher capacity may result in increased strain on the system, which inherently raises technical operation risks. A breakdown of critical component(s) may adversely impact the overall performance of our FLNG operations, which may lead to economic impacts. Human operational errors, out of cycle maintenance of equipment, failure to routinely conduct maintenance, wear and tear and external impacts may negatively impact our operations and results of operations.
•We are subject to the economic, political, social and other conditions in the jurisdictions in which we operate.
Our main operations located in Cameroon, Senegal, and Mauritania are subject to various challenges arising from economic, political, social and other conditions and developments in these jurisdictions. Some of these countries have experienced political, security, and social economic instability in recent years and may experience instability in the future, including changes, sometimes frequent or marked, in energy policies or the personnel administering them, expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, redefinition of international boundaries or boundary disputes, foreign exchange restrictions or controls, currency fluctuations, royalty and tax increases and other risks arising out of governmental sovereignty over the areas in which our operations are and will be conducted, as well as risks of loss due to acts of social unrest, terrorism, corruption and bribery. The governments in certain of these jurisdictions differ widely with respect to structure, constitution, political, economic and social stability and some countries lack mature legal and regulatory systems. As our operations depend on governmental approval and regulatory decisions, we may be adversely affected by changes in the political structure or government representatives in each of the countries in which we operate. In addition, these jurisdictions, particularly emerging countries, are subject to risk of contagion from the economic, political and social developments in other emerging countries and markets.
Furthermore, some of the regions in which we operate have been subject to significant levels of terrorist activity, social and political unrest, particularly in the shipping and maritime industries. In addition to acts of terrorism, vessels trading in these and other regions have also been subject, in limited instances, to piracy. In addition, the ongoing political instability in Ukraine and Middle East may impact our business, as may future U.S. foreign policy and national security priorities with respect to sanctions and trade. Tariffs, trade embargoes and other economic sanctions by the U.S. or other countries against countries in the Middle East, Asia, Africa or elsewhere as a result of terrorist attacks, hostilities or otherwise may limit trading activities with or other activities involving those countries. This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay cash distributions to our shareholders.
•Potential new trade policies, such as tariffs, could adversely affect our operations, costs, and business.
There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Any actions taken by the United States’ federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers,
and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may result in direct impacts to our business or indirectly to our customers or suppliers through increased costs, changes in business prospects or operating results, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time.
•Failure to comply with the FCPA, the UK Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations.
We may operate in several countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and the UK Bribery Act. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the UK Bribery Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
To effectively compete in some foreign jurisdictions, we utilize local agents and/or establish entities with local operators or strategic partners. All these activities may involve interaction by our agents with government officials. Even though some of our agents or partners may not themselves be subject to the FCPA, the UK Bribery Act, or other anti-bribery laws to which we may be subjected to, if our agents or partners make improper payments to government officials or other persons in connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse effect on our business and results of operations.
•Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations.
Vessel values can fluctuate substantially over time due to several different factors, including:
•prevailing economic and market conditions in the natural gas and energy markets;
•a substantial or extended decline in demand for LNG;
•increases in the supply of vessel capacity without a commensurate increase in demand;
•the type, size and age of a vessel;
•competition from more technologically advanced vessels; and
•the cost of new buildings or retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
As our vessels age, the expenses associated with maintaining and operating them are expected to increase, which could have an adverse effect on our business and operations.
The carrying values of our vessels may not represent their fair market value at any point in time because the market prices of secondhand vessels tend to fluctuate with the cost of new build vessels and supply/demand for secondhand vessels. Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges recognized in our consolidated financial statements could negatively affect our business, results of operations, financial condition or the trading price of our common shares and publicly listed debt.
•We will have to make additional contributions to our pension scheme because it is underfunded.
We have two defined benefit pension plans for certain of our current and former marine employees. Members do not contribute to the pension scheme plans and these pension schemes are closed to new entrants. As of December 31, 2024, one of the plans is underfunded by $23.5 million. The underfunded pension liability could change depending on market conditions, interest rate volatility and other key actuarial assumptions. We may need to increase our contributions in order to meet the scheme’s liabilities as they fall due or to reduce the deficit. Such contributions could have a material and adverse effect on our cash flows and financial condition.
•We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound, Brazilian Real and other foreign currency fluctuations and devaluations that could harm our results of operations.
Our principal currency for our operations and financing is the U.S. Dollar. We generate most of our revenues in the U.S. Dollar. Apart from the U.S. Dollar, we incur operating and administrative expenses in multiple currencies. Due to a portion of our expenses being incurred in currencies other than the U.S. Dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. Dollar and but not limited to the Euro, the Norwegian Krone (“NOK”), the British Pound (“GBP”) and the Brazilian Real (“BRL”), which could affect our earnings. We may use financial derivatives to hedge some of our currency exposures. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results and cash flows.
•We are subject to the risks related to Macaw Energies' business which may not achieve anticipated profitability as expected or at all.
As of March 17, 2025, we have invested $28.1 million in Macaw Energies, our wholly owned subsidiary, focused on decarbonizing natural gas production through the monetization of flared gas. Macaw Energies has acquired ownership interests in Logística e Distribuição de Gás S.A. (“LOGAS”). The value of our equity method investment is subject to a variety of risks, including, among others, the risks related to Macaw Energies’ business, such as the risks inherent in the compression of natural gas, risks associated to the effectiveness of Macaw Energies’ technology (flare to gas mobile kit or F2X), inability of Macaw Energies to identify new customers and enter into profitable contracts, inability of Macaw Energies to obtain sufficient financing for any new project it identifies, and other industry, regulatory, economic and political risks similar in nature to the risks faced by us.
•Our equity method investments may not result in sufficient profitability to justify our investment, and could lead to future impairment.
As of December 31, 2024, we held investments in Aqualung Carbon Capture AS (“Aqualung”), Egyptian Company for Gas Services S.A.E. (“ECGS”), LOGAS and Higas Srl. The value of our investments and the income generated from our investments are subject to a variety of risks, including, among others, the inability of our investments to identify and enter into appropriate and profitable projects, inability of our investments to obtain sufficient financing for any project it identifies, failure of our investments’ current projects, and other industry, regulatory, economic and political risks impacting our investments’ operations. These may result in future impairment of our equity method investments which may have a material adverse effect on our results of operations in the period that the impairment charges may be recognized.
Risks related to our industry
•Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs.
Our results of operations and financial condition depend on continued global and regional demand for natural gas, LNG, and FLNGs, which could be negatively affected by several factors, including but not limited to geopolitical unrest or war, such as the conflicts in Ukraine and the Israel-Gaza region, fluctuations in natural gas, crude oil and petroleum product prices, changes in the cost and availability of natural gas relative LNG, global oversupply or insufficiency of natural gas liquefaction or receiving capacity.
Other potential risks include technological advancements in land-based regasification and liquefaction systems, developments in alternative floating liquefaction technologies, increase in low-cost natural gas production, expansions of pipeline systems, adverse economic or political conditions in LNG-consuming regions, regulatory changes, incidents involving LNG facilities, tax or regulatory burdens affecting LNG production, a rise in the number of available FLNGs, interest rate increases, financing challenges for FLNG projects, and obstacles in obtaining governmental approvals or community acceptance. Any decline in demand for LNG, liquefaction, transportation or constraints on LNG production capacity, could have a material adverse effect on prevailing tolling fees or the market value of our vessels, which could have a material adverse effect on our results of operations and financial condition.
•Our operations are subject to extensive and changing laws, regulations, reporting requirements and social attitudes towards fossil fuel, may have an adverse effect on our business.
Our operations are affected by extensive and changing laws, regulations, reporting requirements and stakeholders’ social attitudes that could create greater reporting obligations and compliance requirements, including those related to environmental protection, handling, use, disposal, and generation of hazardous substances, occupational health and safety, and other matters. We or our customers may be required to obtain permits, licenses, or other authorizations to operate under such laws, which could be costly and time-consuming, and we or our customers may experience delays or difficulties obtaining such permits. Additionally, compliance with these laws, regulations, treaties, conventions, and other requirements, may increase our costs, limit our operations or access to new opportunities or have an adverse effect on our business. Failure to comply can result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels.
•ESG and sustainability considerations may adversely impact our operations and markets.
In recent years, there has been an increased and sometimes conflicting focus from regulators and stakeholders related to ESG matters. We may receive pressure from certain regulators and stakeholders to adopt more aggressive climate or other ESG-related goals, but any such increase in compliance obligations and stakeholder expectations may require us to undertake costly initiatives to satisfy any new requirements or expectations from stakeholders and we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles. Non-compliance with emerging regulations or failure to address complex stakeholder and societal expectations may result in potential cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, failure to retain and attract talent, lower valuation and increased investor activism activities.
Further, adverse effects on the oil and gas industry relating to climate change, including public concern about the environmental impact of climate change, may also influence demand for our services and could have a significant adverse financial and operational impact on our business that we cannot predict with certainty at this time. For example, 195 countries including Cameroon, Mauritania, Senegal, and, previously, the United States, have signed the United Nations-sponsored “Paris Agreement,” agreeing to limit their greenhouse gas (“GHG”) emissions through non-binding, individually determined reduction goals every five years after 2020. Subsequent United Nations climate conferences have called for additional action to transition away from fossil fuels and control or otherwise reduce GHG emissions, though none have been legally binding. However, on January 20, 2025, President Trump issued an Executive Order re-withdrawing from the Paris Agreement and from any other commitments made under the United Nations Convention on Climate Change. The full impact of these actions and the United States’ participation in future United Nations climate-related conferences or other international treaties or compacts is uncertain at this time.
While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures will be based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations, assumptions or hypothetical scenarios are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established approach to identifying, measuring, and reporting on many ESG matters. Additionally, while we may also announce various voluntary ESG targets in the future, such targets are often aspirational and we may not be able to meet such targets in the manner or on a timeline as initially contemplated.
Certain public statements with respect to ESG matters, such as emission reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” (i.e., misleading information or false claims overstating potential ESG benefits). For example, the Commission has recently taken enforcement action against companies for ESG-related misconduct, including alleged greenwashing. Certain regulators, such as the Commission and various state agencies, as well as non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG statements, goals, or standards were misleading, false, or otherwise deceptive. We may face increased litigation risks from private parties and governmental authorities related to our ESG efforts. In addition, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments. We could also face increasing costs as we attempt to comply with and navigate further ESG related focus and scrutiny.
Furthermore, the European Union’s CSRD that became effective in January 2023 significantly expands mandatory sustainability reporting for U.S. companies with operations in the EU. Although certain EU-based entities became subject to the CSRD beginning in 2024, non-EU companies with substantial activity in the EU are not required to begin reporting pursuant to the CSRD until the financial year beginning in 2028. Furthermore, in February 2025, the EU Commission proposed an Omnibus package of sustainability rules, with the aim of simplifying and reducing EU sustainability reporting requirements. Such proposed changes would limit the universe of companies subject to CSRD reporting and would push back reporting dates for certain reporting entities. While these proposed rules have not taken effect, based proposal and the nature of our organization at the time of our applicability assessment, we believe we are not and would not be subject to CSRD reporting obligations.
Additionally, the Commission released its final rule on climate-related disclosures on March 6, 2024, requiring the disclosure of certain climate-related risks and financial impacts, as well as GHG emissions. However, the implementation of the rule has been stayed pending the outcome of legal challenges and,on February 11, 2025, the Commission Chairman released a public statement and notified the U.S. court hearing the challenges to the rule to delay scheduling argument in the case to allow the Commission to further deliberate the final rule and determine next steps. Although the future of the Commission’s rule is uncertain at this time, complying with the regulation as originally promulgated or any similar future disclosure requirements may result in increased costs.
Certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve. We cannot be certain of the impact of such regulatory, legal and other developments on our business. More recent political developments could mean that the Company faces increasing criticism or litigation risks from certain “anti-ESG” parties, including various governmental agencies. Such sentiment may focus on the Company’s environmental commitments (such as reducing GHG emissions) or its pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments. Consideration of ESG-related factors in the Company’s decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts.
Risks related to our common shares
•The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors.
The declaration and payment of dividends to holders of our common shares or the repurchase of shares from holders of our common shares will be at the discretion of our board of directors in accordance with applicable law. In determining whether to declare and pay a dividend, or to repurchase our shares, our board of directors will take into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law and our debt agreements, our taxable income, our operating expenses, the share price, and other factors our board of directors deem relevant. There can be no assurance that we will resume the payment of dividends in amounts or on a basis consistent with prior distributions, if at all, or approve new share repurchase programs, or pursue share repurchases, even if such a program has been approved. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject.
•Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment.
The market price of our common shares has fluctuated widely since it began trading on the NASDAQ Global Select Market (“Nasdaq”). We cannot assure that an active and liquid public market for our common shares will continue.
The market price of our common shares may experience extreme volatility in response to many factors, including factors that may be unrelated to our operating performance or prospects such as actual or anticipated fluctuations in our quarterly or annual results and those of other public companies in our industry, the suspension of our dividend payments, mergers and strategic alliances within our industry, market conditions in the natural gas and LNG industry, developments in our FLNG investments, shortfalls in our results of operations from levels forecast by securities analysts, announcements concerning us or our competitors, business interruptions, the general state of the securities market, and other factors, many of which are beyond our control.
Additionally, sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the market price for our common shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Therefore, there can be no guarantee that our share price will remain at current prices, and we cannot assure our shareholders that they will be able to sell any of our common shares that they may have purchased at a price greater than or equal to the original purchase price.
•We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares.
We may issue additional common shares or other equity securities in the future in connection with, among other things, mergers and strategic alliances, vessel conversions, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, in each case without shareholder approval in several circumstances.
Our issuance of additional common shares or other equity securities could have the following effects:
•our existing shareholders’ proportionate ownership interest in us may decrease;
•the amount of cash available for dividends payable on our common shares may decrease;
•the relative voting strength of each previously outstanding common share may be diminished; and
•the market price of our common shares may decline.
•Because we are a Bermuda exempted company, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company.
Because we are a Bermuda exempted company, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws (our “Memorandum of Association and Bye-laws”). The rights of shareholders under Bermuda law may differ from the rights of shareholders in other jurisdictions, including with respect to, among other things, rights related to interested directors, amalgamations, mergers and acquisitions, takeovers, the discharge and indemnification of directors and shareholder lawsuits.
Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any negligence, default, or breach of a fiduciary duty except for liability resulting directly from that director’s fraud or dishonesty. Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director’s or officer’s liability results from that person’s fraud or dishonesty. Our bye-laws also require us to indemnify a director or officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where such losses are the result of fraud or dishonesty. Accordingly, we carry directors’ and officers’ insurance to protect against such a risk. Under Bermuda law, the directors of a Bermuda company owe their duties to that company and not to the shareholders. Bermuda law does not, generally, permit shareholders of a Bermuda company to bring an action for a wrongdoing against the company or its directors, but rather the company itself is generally the proper plaintiff in an action against the directors for a breach of their fiduciary duties. Moreover, class actions and derivative actions are generally not available to shareholders under Bermuda law. These provisions of Bermuda law and our bye-laws, as well as other provisions not discussed here, may differ from the law of jurisdictions with which shareholders may be more familiar and may substantially limit or prohibit a shareholder’s ability to bring suit against our directors or in the name of the company. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.
It’s also worth noting that, under Bermuda law, our directors and officers are required to disclose to our board any material interests they have in any material contract entered into by our company or any of its subsidiaries with third parties. Our directors and officers are also required to disclose their material interests in any corporation or other entity which is party to a material contract with our company or any of its subsidiaries. A director who has disclosed his or her interests in accordance with Bermuda law may participate in any meeting of our board and may vote on the approval of a material contract, notwithstanding that he or she has a material interest.
•Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States.
We, and most of our subsidiaries, are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries, or our directors and officers, or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws, or would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
Risks related to tax
•As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements.
On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group for Business Taxation of the European Union, the Council of the European Union (the “Council”) approved and published Council conclusions containing a list of “non-cooperative jurisdictions” for tax purposes. The Council periodically reviews and updates the list of “non-cooperative jurisdictions”. On March 12, 2019, the Council adopted a revised list of non-cooperative jurisdictions (the “2019 Conclusions”). In the 2019 Conclusions, the European Union (“E.U.”) placed Bermuda and the Republic of the Marshall Islands, among others, on its list of non-cooperative jurisdictions for tax purposes for failing to implement certain commitments previously made to the E.U. by the agreed deadline. It was announced by the Council on May 17, 2019 and on October 10, 2019 that Bermuda and the Marshall Islands, respectively, had been removed from the list of non-cooperative jurisdictions, but the Marshall Islands was reinstated to the list of “non-cooperative jurisdictions” for tax purposes on February 14, 2023 owing to concerns that this jurisdiction, which has a zero or only nominal rate of corporate income tax, is attracting profits without real economic activity (in particular, the Marshall Islands were found to be lacking in the enforcement of economic substance requirements). On October 17, 2023, the Marshall Islands was removed from the list of non-cooperative jurisdictions because it had made significant progress in enforcement of economic substance requirements. The E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, controlled foreign company rules, non-deductibility of costs incurred in a listed jurisdiction, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions.
Both Bermuda and the Marshall Islands have enacted economic substance laws and regulations with which we may be obligated to comply. For example, on December 17, 2018, the House of Assembly of Bermuda passed the Economic Substance Act 2018 of Bermuda (the “Economic Substance Act”), which became operative on December 31, 2018, along with the Economic Substance Regulations 2018 of Bermuda. The Economic Substance Act requires each registered entity to maintain a substantial economic presence in Bermuda and provides that a registered entity that carries on a relevant activity must comply with economic substance requirements set out in the legislation. Regulations were also adopted in the Marshall Islands, through Economic Substance Regulations 2018 which came into force in January 2019, and with Guidance Notes being published in October 2019, requiring certain entities that carry out activities to comply with an economic substance test and satisfy certain reporting obligations, beginning with the financial period which ended in 2020.
If we fail to comply with our obligations under this legislation, as it may be amended from time to time, or any similar or supplemental law applicable to us in these or any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or could be removed from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, results of operations and financial condition.
•The enactment of a corporate income tax in Bermuda could adversely affect us.
Prior to 2023, there was no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. However, on December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the “CIT Act”), which became effective on January 1, 2025. For taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax on Bermuda organized entities and businesses that are constituent parts of multinational groups with annual revenue of at least €750 million (approximately $780 million as of December 31, 2024) for two out of the last four fiscal years. While we had previously obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (the “EUTP Act”) that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our shares or other obligations, the CIT Act specifically provides that it applies notwithstanding any assurance given pursuant to the EUTP Act. Based on a number of operational, economic and regulatory assumptions with respect to the current year, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in 2025. To the extent our revenue is sufficient for us to be within the CIT Act thresholds in the future, the resulting tax liability could adversely affect our business, results of operations and financial condition.
•We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or in which we or our subsidiaries are organized could adversely affect our business, results of operations and financial condition.
We are subject to complex and changing tax laws, treaties, regulations, rules and policies in the countries in which we and our subsidiaries operate and in which we and our subsidiaries are organized. Our tax expense is based on our interpretation of such tax laws, treaties, regulations, rules and policies in effect at the time the expense was incurred. Such tax laws, treaties, regulations, rules and policies could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. A change in such tax laws, treaties, regulations, rules or policies, or in the interpretation thereof, in any country in which we or any of our subsidiaries operates, or in which we or any of our subsidiaries is organized, could result in us incurring a materially higher tax expense or having a higher effective tax rate on our earnings. Further, one or more of our tax positions could be challenged by the tax or other governmental authorities (in a tax audit or otherwise) in the countries in which we operate or in which our subsidiaries are organized. Any such changes in such tax laws, treaties, regulations, rules and policies or a successful challenge to our tax positions by such tax or other governmental authorities could adversely affect our business, results of operations and financial condition.
Further, the Organization for Economic Co-Operation and Development has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%. Certain countries in which we or any of our subsidiaries operates, or in which we or any of our subsidiaries is organized, have enacted legislation implementing, and other countries are in the process of introducing legislation to implement, the Pillar Two minimum tax directive. In general, the Pillar Two minimum tax directive applies to entities that are members of a multinational group that has annual revenue of €750 million (approximately $780 million as of December 31, 2024) or more in the consolidated financial statements of their ultimate parent in at least two of the four fiscal years immediately preceding the fiscal year in which the test is applied.
Although we cannot predict with any certainty when we will reach the applicable revenue threshold for the application of the Pillar Two rules (or the corresponding legislation enacted in any particular country) to us, we do not expect to reach such threshold in the current year. To the extent we reach the Pillar Two applicable revenue threshold in the future, the Pillar Two rules could increase tax compliance complexity and uncertainty and result in additional administrative costs and income tax liabilities in those taxing jurisdictions that have implemented the Pillar Two minimum tax directive.
•We could be treated as or become a PFIC, which could have adverse U.S. federal income tax consequences to U.S. shareholders.
A foreign corporation will be treated as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income during the taxable year consists of “passive income” or (ii) at least 50% of the average value of the corporation’s assets during such taxable year produce or are held for the production of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, capital gains and rents derived other than in the active conduct of a rental business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
To date, we and our subsidiaries have derived most of our income from the LTA of FLNG Hilli, as well as time and voyage charters for our legacy shipping operations. We believe this income should be treated as services income, and not as “passive income” for PFIC purposes. While there is substantial legal authority supporting our conclusion, including pronouncements by the United States Internal Revenue Service (“U.S. IRS”) concerning the characterization of income derived from time charters as services income, there is also authority that characterizes such time charter income as rental income rather than services income for other tax purposes. The U.S. IRS or a court could disagree with our position. Because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because there is no controlling authority for determining whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for the current or any future taxable year.
Based on the foregoing, we believe that we were not a PFIC with respect to any prior taxable year. If we were a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences and certain information reporting requirements regardless of whether we remain a PFIC in subsequent years. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure that the nature of our assets, income, and operations will not change, or that we can avoid being treated as a PFIC for any future taxable year. Furthermore, the PFIC rules may change, which could result in us being treated as a PFIC in the future as a result of such change in law.
Under the PFIC rules, unless those shareholders make a certain U.S. federal income tax election (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares. Please see the section of this annual report entitled “Taxation” under “Item 10. Additional Information - E. Taxation” for a more comprehensive discussion of the U.S. federal income tax consequences if we were to be treated as a PFIC.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Overview
Our operations have evolved from LNG shipping, floating regasification, floating liquefaction and combined cycle gas fired power to a focus on floating liquefaction operations. We design, convert, own and operate marine infrastructure for the liquefaction of natural gas. We believe that natural gas has a critical role to play in providing cleaner energy for many years to come. Our pioneering infrastructure solutions provide safe, competitive and sustainable ways of liquefying gas across the world. Our mission is to be recognized as an organization with an outstanding reputation for safe, reliable and cost-effective operations; to employ and develop talented people who can see the impact of what they do; to develop a portfolio of new FLNG infrastructure opportunities and convert the best opportunities into world class projects; and to be a great business partner, where combining skills and resources make a big difference.
Timeline of our business over the years

Beginning in 2021, we executed a strategic transformation, simplifying our business, unlocking value, and deleveraging our balance sheet. Key developments included asset divestments, 100% ownership in FLNG Hilli, and the execution of our third FLNG conversion EPC agreement.
Asset divestments
•LNG carriers and FSRU fleet: In 2022, we divested the majority of our LNG carrier fleet (Golar Seal, Golar Crystal, Golar Bear, Golar Frost, Golar Glacier, Golar Snow, Golar Kelvin and Golar Ice) and our FSRU Golar Tundra, generating net proceeds of $697.8 million.
•Listed equity holdings (NFE and CoolCo): In 2022 and 2023, we divested our holdings of 14.5 million NFE Shares and 12.5 million CoolCo shares, generating total proceeds of $671.2 million and $154.0 million, respectively. In March 2023, we also exchanged our remaining 4.1 million NFE Shares and $100.0 million in cash for NFE’s common units in FLNG Hilli.
•Gandria: In May 2023, we disposed of our LNG carrier, Gandria, for net proceeds of $15.2 million.
•Avenir: In January 2025, we sold our equity method investment in Avenir for $39.1 million.
•Golar Arctic: In March 2025, we competed the sale of our last LNG carrier for $24 million. Following this sale, we have fully exited our legacy shipping business.
FLNG expansion and developments
•FLNG Hilli: In December 2024, we acquired the remaining non-controlling interests in FLNG Hilli for $59.9 million. Following the acquisition, we attained full ownership and 100% of its financial results of FLNG Hilli. In 2024, we also entered into definitive agreements with SESA for a 20-year deployment of FLNG Hilli in offshore Argentina. The definitive agreements remain subject to certain conditions precedent, expected to be successfully completed in Q2 2025.
•FLNG Gimi: In August 2024, we entered into an agreement to resolve the LOA contract interpretation dispute with bp (the “Settlement Deed”) and an amendment to the LOA (“the Amendment Deed”) to realign the parties towards achieving COD for the GTA Project. Under the Amendment Deed, we are entitled to receive approximately $220 million of pre-COD cashflows, inclusive of milestone bonuses. FLNG Gimi is currently undergoing commissioning and COD is within the second quarter of 2025.
•MKII FLNG: In September 2024, we executed the EPC agreement with CIMC for our first 3.5mtpa MKII FLNG. The total budgeted project cost for the MKII FLNG conversion is estimated at $2.2 billion, inclusive of the donor vessel (Fuji LNG), yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the MKII FLNG to its operational site, excluding financing costs. The MKII FLNG is expected to be delivered in the fourth quarter of 2027.
The expected COD of FLNG Gimi within the second quarter of 2025, which triggers the commencement of the 20-year LOA with bp, the announced definitive agreements on the redeployment of FLNG Hilli post July 2026 to Argentina for 20 years; and the execution of the EPC agreement for our third FLNG conversion, the MKII FLNG, demonstrate our continued advancement in the FLNG sector. These developments strengthen our growth strategy, and we are well-positioned to pursue further FLNG opportunities moving forward.
We are listed on Nasdaq under the ticker “GLNG”. We are incorporated under the name Golar LNG Limited as an exempted company under the Bermuda Companies Act of 1981 in the Islands of Bermuda on May 10, 2001, and our registered office is at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda. Our telephone number at that address is +(1) 441 295 4705. Our principal administrative office is located at 6th Floor, The Zig Zag, 70 Victoria Street, London, SW1E 6SQ, United Kingdom and our telephone number at that address is +44 207 063 7900. The Commission maintains an internet site that contains reports, proxy and information statements, and other information that we file electronically with the Commission and this can be obtained from the Commission’s website at (http://www.sec.gov) or from the “SEC filings” tab in the “Investor Relations” section of our website (www.golarlng.com). Information contained on our website does not constitute part of this annual report.
B. Business Overview
Our strategy is to provide market leading FLNG operations and focus our balance sheet flexibility to maximize shareholder returns through accretive FLNG projects. We offer gas resource holders a proven, quick and low-cost solution to monetize stranded gas reserves. Our industry leading FLNG operational track record and FLNG growth prospects allow gas resource holders, developers and customers a low-cost, low-risk, quick-delivering solution for natural gas liquefaction.
FLNG projects are a solution for stranded gas reserves (such as lean gas sourced from onshore or offshore fields) for which geographical, technical, political and economic limitations restrict the ability to convert these gas reserves into LNG. Our standardized FLNG units can be redeployed to new opportunities after producing a field and offer a viable economic alternative to the traditional giant land-based projects. Our liquefaction solution and quick execution model place liquefaction technology onboard an existing LNG carrier, ultimately converting that carrier into a fully commissioned FLNG. We are currently the only company with a proven track-record to deliver FLNG as a service to gas resource owners.
The FLNG industry is in the early stages of development, and we do not currently face significant competition from other providers of FLNG services. There are currently eight FLNGs on the water, including our two that provide liquefaction as a service (FLNG Hilli and FLNG Gimi), five FLNGs being used to liquefy the resource holder’s own gas and one being used to liquefy gas to service its downstream portfolio. Further, there are currently five FLNGs under conversion or construction, including our MKII FLNG. We anticipate that other companies will enter the FLNG industry at some point in the future, resulting in greater competition.
As of March 17, 2025, our fleet is comprised of two FLNGs on the water (FLNG Hilli and the FLNG Gimi) and one FLNG in conversion (Fuji LNG).
During 2024, we reported our financial results under three reportable segments: FLNG, Corporate and other and Shipping. Our operating segments align with our reportable segments. Following the sale of Golar Arctic and the arrival of Fuji LNG at CIMC’s yard for conversion in the first quarter of 2025, Golar has fully exited from its legacy shipping business. Thereafter we expect to operate in two reportable segments ((i) FLNG and (ii) Corporate and other). Refer to “Item 5. Operating and Financial Review and Prospects” for further discussion on the respective performance of our reportable segments.
As of March 17, 2025, an overview of our assets and key investments is as follows:

| Vessel Name | Year of Delivery from Shipyard | Liquefaction Capacity (mtpa) | Flag | Type | Ownership | Counterparty | Current Contract Expiration |
|---|---|---|---|---|---|---|---|
| FLNG Hilli | 2017 | 2.45 | Marshall Islands | FLNG Moss | 100% | Perenco/SNH | July 2026 |
| FLNG Gimi | 2023 | 2.7 | Marshall Islands | FLNG Moss | 70% | bp | 20 years from COD |
| MKII FLNG<br><br>(Fuji LNG) | Under conversion | 3.5 | Marshall Islands | Moss | 100% | Under conversion | No current contract |
FLNG Hilli
The FLNG Hilli conversion was completed in the shipyard in 2017, and commenced operations in 2018 following her successful commissioning. Pursuant to the LTA, FLNG Hilli's contracted liquefaction capacity is 1.2 million tonnes per annum (“mtpa”). In 2021, we entered into the third amendment to the LTA (“LTA Amendment 3”) with the Customer, which included a 0.2 mtpa capacity increase for contract year 2022, and an option to use additional capacity of up to 0.4 mtpa for contract year 2023 through to the end of the LTA term (of which the Customer opted to use 0.2 mtpa), resulting in an increase in the utilization of FLNG Hilli to 1.4 mtpa from January 2022 until the end of the LTA in July 2026. As of March 17, 2025, FLNG Hilli has offloaded a total of 129 LNG cargoes and produced around 9.0 million tonnes of LNG since the start of operations.
In 2024, we also entered into definitive agreements with SESA, subject to the successful completion of conditions precedent, for a 20-year deployment of FLNG Hilli offshore Argentina. The project receive gas from the Vaca Muerta shale deposit in the Neuquén Basin, the world’s second largest shale gas formation. The deployment expects to utilize 90% of the nameplate capacity of 2.45 mtpa, equivalent to 2.2 mtpa or a 36% capacity utilization increase from its current contract. The definitive agreements remain subject to certain conditions precedent, including an export license, environmental assessment and final investment decision by SESA, which are expected to be satisfied during the second quarter of 2025.
FLNG Gimi
In 2019, Gimi MS Corporation (“Gimi MS”) and our subsidiary Golar MS Operator S.A.R.L entered into a LOA in connection with the employment of the FLNG Gimi as part of the first phase of bp’s GTA Project situated off the coast of Mauritania and Senegal. FLNG Gimi is designed to produce approximately 2.7 mtpa, with the total gas resources in the field estimated to be around 15 trillion cubic feet.
The LOA provides for the construction and conversion of the Gimi to a FLNG, transit, mooring and connection to bp’s project infrastructure, commissioning with bp’s upstream facilities including its FPSO, completing specified acceptance tests, followed by COD. Following COD, we will operate and maintain FLNG Gimi and make her capacity exclusively available for the liquefaction of natural gas from the GTA Project and offloading of LNG produced for a period of twenty years. The total FLNG Gimi conversion cost including financing costs is approximately $1.7 billion, of which $700.0 million is funded by the Gimi debt facility.
From March 2023 to January 2024, Golar paid bp $110 million in liquidated damages linked to project delays. The liquidated damages amount will be deferred on the balance sheet. In August 2024, we entered into an agreement to resolve the Settlement Deed with bp. The Settlement Deed waives specified amounts payable and receivable between bp and Gimi MS and serves as a full and final settlement of the previously announced arbitration proceedings regarding Project Delay Payments. In parallel, an amendment was signed to align both parties towards achieving COD for the GTA Project (the “Amendment Deed”). The Amendment Deed introduced accelerated commissioning and simplified pre-COD contractual cash flows with a step-up mechanism for daily payments tied to project milestones, secured by defined long-stop dates. It also includes the potential for lump sum bonus payments upon achieving specific milestones. Golar expects to receive approximately $220 million in pre-COD compensation, inclusive of milestone bonuses, across 2024 and 2025. These cash flows will be deferred on the balance sheet. Post-COD, the Amendment Deed also reduces the guaranteed utilization base capacity of FLNG Gimi from 2.45 mtpa to 2.40 mtpa over the 20-year period.
Since October 2024, FLNG Gimi has been undergoing commissioning, and in January 2025, received first gas. The rest of the commissioning activities is expected to be completed within the second quarter of 2025. Pre-COD contractual cash flows are considered prepayments pursuant to the LOA, which contains a lease. These prepayments, comprising of prepaid rent and lease incentives, are deferred until lease commencement at COD. COD triggers the start of the 20-year LOA term that unlocks the equivalent of around $4.3 billion Adjusted EBITDA, of which we have a 70% ownership interest and recognition of the contractual day rate comprised of capital and operating elements.
MKII FLNG
In 2022, our board of directors approved capital expenditure for key long-lead items and a donor vessel for a future 3.5mpta MKII FLNG conversion project. Orders for these long-lead items were placed in 2022 and in 2023, we exercised our option to acquire an LNG carrier, the Fuji LNG, that had been identified as a suitable conversion donor vessel. In September 2024, we signed the EPC agreement with CIMC for conversion of Fuji LNG into our first 3.5mtpa MKII FLNG. Inclusive of the EPC agreement, conversion vessel, yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the FLNG to its operational site, the budget for the MKII FLNG conversion is estimated at $2.2 billion.
In January 2025, Fuji LNG discharged its final cargo as an LNG carrier, and entered CIMC’s shipyard in China for conversion in February 2025. The MKII FLNG is expected to be delivered in 2027 and be the first available FLNG capacity globally.
MKII FLNG is not yet to be contracted to a customer, however, we are progressing discussions for multiple suitable deployment opportunities, predominantly in South America and West Africa. We expect at least one of these opportunities to progress toward mutually acceptable contract during 2025.
Future FLNG Projects
We actively work to develop FLNG projects around the globe. We target FLNG developments that access attractive stranded-, associated- or flare-gas reserves that can be developed at a competitive cost of production. We target to work with gas resource owners and local authorities to structure projects with an attractive cash break even and commodity upside sharing. We seek tariffs where we combine a base tariff with a commodity exposed tariff element aligning all the FLNG project stakeholders. Development of any major FLNG project involves multiple stakeholders, including but not limited to, resource owners, national and international energy companies, governments, contractors, technology providers, regulators, and various international organizations and the speed of development of any future FLNG project is not always directly within our control.
We have developed three FLNG designs, as follows:
Mark I
The FLNG Hilli and FLNG Gimi are both Mark I FLNGs. Mark I has a nameplate capacity of up to 2.7 mtpa and is based on the conversion of a Moss-type LNG carrier. Sponsons that create the necessary deck space to house the liquefaction and gas processing topside equipment must first be built and added to either side of the LNG carrier before the topside equipment can be installed. To date, we have been successful in executing our Mark I program together with our contractors, Seatrium (formerly Keppel Shipyard) and Black & Veatch, who delivered both FLNG Hilli and FLNG Gimi.
Mark II
This FLNG design has a nameplate capacity of up to 3.5 mtpa and is also based on the conversion of a Moss-type LNG carrier. The Mark II design involves the construction of a new mid-ship section containing the liquefaction equipment. The higher nameplate capacity is possible because the mid-ship addition utilizes larger LNG liquefaction trains and allows for a more efficient configuration of the liquefaction equipment. This modularized approach to the conversion reduces the time required for conversion, delivery and commissioning of the Mark II design compared to our other two FLNG designs. This approach also increases the number of shipyards and fabricators that are capable of executing the conversion. This competition between contractors can reduce the construction cost per ton of capacity delivered, increase the number of yard slots available and helps us secure more attractive payment terms, financing solutions and other benefits.
Mark III
Targeting large field developments and representing a competitive alternative to land-based LNG projects, this FLNG design has a larger nameplate capacity of up to 5.0 mtpa, more storage than the Mark I or Mark II designs, and is a newbuild hull that does not involve the conversion of an existing Moss-type LNG carrier. We expect construction, delivery and commissioning of a Mark III FLNG to take around four years.
Other investment
Macaw Energies
Macaw Energies, our wholly owned subsidiary, is committed to environmental innovation through its development of the land-based small-scale pilot flare to LNG (or “F2X”) technology. This pioneering solution captures flare gas, a prevalent byproduct of oil and gas operations, and converts it into LIQUIDFLARE®, offering a sustainable, low-carbon alternative to traditional fuels. The F2X technology aligns with circular economy principles by repurposing waste into a valuable energy resource, significantly cutting GHG emissions. The technology is engineered to be cost-effective, scalable, and adaptable to various flare gas compositions. Its scalability allows for customization to meet specific site requirements, with the capability to capture as low as 0.5 million standard cubic feet per day (“mmscfd”) of flare gas and handle over 30 mmscfd flare volumes by stacking units for larger operations.
Looking ahead to 2025, Macaw Energies plans to initiate a scale-up to enhance its decarbonization impact. This includes leveraging the F2X technology for methane venting, stranded gases and biogases, enhancing efficiency and promoting broader adoption across the energy sector.
Seasonality
Historically, LNG trade, and therefore commodity prices increased in the northern hemisphere winter months and eased in the summer months, as demand for LNG for heating increased in colder weather and declined in warmer weather. Seasonal demand during the summer months is however increasing due to energy requirements for air conditioning in some markets or reduced availability of hydro power in others. Our tolling arrangements combine fixed price toll and exposure to the price of the underlying commodity. Due to the seasonal fluctuations in demand for, and, in turn, the price of, LNG and the nature of our tolling arrangements, results of operations for individual quarterly periods may not be indicative of the results that may be realized on an annual basis.
Vessel Maintenance
Safety is our top operational priority. Our vessels are operated in a manner intended to protect the health and safety of our employees, the general public and the environment. We carry out inspections of our vessels on a regular basis which result in a report containing recommendations for improvements to the overall condition of the vessel, maintenance, safety and crew welfare. Based in part on these evaluations, we create and implement a program of continual maintenance and improvement for our vessels and their systems.
We also actively work to manage the risks inherent in our business and are committed to preventing incidents that may compromise safety, such as fires, environmental spills or any harm to people. Additionally, we are committed to minimizing emissions and waste and have established key performance indicators to facilitate regular monitoring of operational performance, including lost time injury frequency monitoring, total recordable case frequency reporting, carbon dioxide, sulfur oxide, nitrogen oxide, methane and particulate matter emissions, total waste disposed of, spills, and crew retention rates, among others. We set targets to drive continuous improvement, and regularly review performance indicators to determine if remedial action is necessary to reach our targets.
Our operations utilize a thorough risk management program that includes, among other things, computer-aided risk analysis tools, maintenance and assessment programs, a seafarers’ competence training program, seafarers’ workshops and membership to emergency response organizations. Golar Management AS renewed its ISO 9001 certification for a quality management system, ISO 14001 certification for an environmental management system and ISO 45001 certification for an occupational health and safety management system and is certified in accordance with the IMO’s International Safety Management (“ISM”), on a fully integrated basis. The ISO 27001 certification for Golar Management AS’s IT Department, was also renewed.
As of March 17, 2025, all our vessels are currently “in class”. The FLNG Hilli and FLNG Gimi are certified by Det Norske Veritas. These class certificates are renewed every five years.
Our contractual vessel management obligations to certain customers have been outsourced to third-party ship managers. Outsourcing this non-core aspect of our operations affords operational and cost efficiency and provides appropriate access to supporting administrative functions.
Risk of Loss and Insurance
The operation of our FLNGs has inherent risks which includes mechanical failure, personal injury, collision, property loss, vessel or cargo loss or damage and business interruption due to political circumstances in foreign countries and/or war risk situations or hostilities or pandemics. In addition, there is always an inherent possibility of marine disaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.
We have obtained:
•property damage (also known as hull and machinery) insurance on all of our vessels to protect us against marine and war risks, which include the risks of damage to our vessels, salvage or towing costs, and also insure against actual or constructive total loss of any of our vessels. However, our insurance policies contain deductible amounts for which we will be responsible in the event of a claim. We have also obtained additional total loss coverage for each vessel. This provides us additional coverage in the event of the total loss of a vessel;
•business interruption insurance to protect us against loss of income in the event one of our vessels cannot be employed due to property damage that is covered under the terms of the insurance. Under our business interruption policies, our insurer will pay us the daily rate agreed in respect of each vessel for each day, in excess of a certain number of deductible days, for the time that the vessel is out of service as a result of eligible damage. The maximum coverage varies from 120 days to 360 days, depending on the vessel. The number of deductible days varies from 30 days to 90 days, depending on the vessel; and
•protection and indemnity insurance, which covers our third-party legal liabilities in connection with our vessel activities, is provided by mutual protection and indemnity associations (“P&I clubs”). This includes third-party liability and other liability arising from injury or death of crew members, passengers and other third-party persons, loss or damage to cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal. Subject to the capping discussed below, our coverage, except for pollution, is unlimited.
The current protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The twelve P&I clubs that comprise the International Group of Protection and Indemnity Clubs (the “International Group”) insure approximately 90% of the global commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each P&I club has capped its exposure in this pooling agreement so that the maximum claim covered by the pool and its reinsurance would be approximately $8.9 billion per accident or occurrence. We are a member of Gard and Skuld P&I clubs. As a member of these P&I clubs, we are subject to a call for additional premiums based on the clubs’ claims record, as well as the claims record of all other members of the P&I clubs comprising the International Group.
We have also obtained ship manager’s liability insurance to protect us against contractual liabilities with one of our customers and insurances for our on-shore inventory and the global transport of materials for our operations, in addition to a company wide comprehensive third-party liability cover.
We believe that our current insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage consistent with standard industry practice. However, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable premiums.
Environmental and Other Regulations
General
Our operations are subject to various international treaties and conventions and to the applicable local national and subnational laws and regulations of the countries in which our vessels operate or are registered. Such laws and regulations cover a variety of topics, including but not limited to air, water pollution, waste and oily waste and hazardous material management, protection of natural resources, biodiversity conservation and occupational health and safety of our offshore personnel, which may require us to obtain governmental permits and authorizations before we may conduct certain activities. Failure to comply with these laws or to obtain the necessary business and technical licenses could result in sanctions including suspension and/or freezing of our operations and responsibility for all damages arising from any violation.
Governments may also periodically revise their environmental laws and regulations or adopt new ones, and the effects of new or revised laws and regulations on our operations cannot be predicted. Although we believe that we are substantially in compliance with applicable environmental laws and regulations and have all permits, licenses and certificates required for our vessels, future non-compliance or failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels. There can be no assurance that additional significant costs and liabilities will not be incurred to comply with such current and future laws and regulations, or that such laws and regulations will not have a material effect on our operations. Similar or more stringent laws, regulations and permitting requirements may also apply to our customers, including oil and gas exploration and production companies, which may impact demand for our services.
•Environmental regulations in Cameroon
Our operation in Cameroon is governed by the Ministry of Environment, Nature Protection and Sustainable Development, which, among other things, administers the National Environmental Management Plan, requires environmental impact assessments for any development which may endanger the environment, and regulates pollution to the air, water, and other biological resources, including maritime activities. Cameroon is a signatory to international agreements regarding climate change and greenhouse gases including the Paris Agreement and the UN Framework Convention on Climate Change (“UNFCCC”).
•Environmental regulations in Mauritania and Senegal
Our operation in Mauritania and Senegal is governed by various government bodies, primarily the Ministry of Environment and Sustainable Development in Mauritania and Senegal and the Department of Environment and Classified Establishments in Senegal. Mauritania and Senegal have also entered into several international conventions, protocols and bilateral agreements which establish environmental quality standards for waste management, including discharge of chemicals to the marine environment. Mauritania and Senegal are also signatories to the Paris Agreement and the UNFCCC.
Separately, the United Nations Economic Commission for Europe, in cooperation with the United Nations Economic Commission for Africa, is undertaking a review of Mauritania under its Environmental Performance Program. The results of this review and any actions taken in response to its findings cannot be predicted at this time.
•Environmental regulations in Brazil
Our operations in Brazil are governed by various environmental laws and regulations, including the Brazilian Institute for the Environment and Renewable Natural Resources, the National Environmental Council, and state environmental agencies. These agencies regulate environmental licensing for activities that could cause significant environmental impact, water use permitting, and quality standards for air, water, and soil. Brazil is also a signatory to the Paris Agreement and the UNFCCC.
•U.S. and International Maritime Regulations
Our activities in the shipping industry are governed by international regulations set forth by the International Maritime Organization (“IMO”). Compliance with key regulations such as the International Safety Management Code, International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (“IGC Code”), and amendments to the International Convention for the Safety of Life at Sea and the International Ship and Port Facility Security Code is imperative. Additionally, the IMO’s Marine Pollution standards, comprising six annexes including its amendments, impose environmental regulations on aspects like limits on sulfur and nitrogen oxide emissions, oil spills, harmful substances, sewage, and garbage management. While new emission control measures may arise, our vessels are powered by means other than heavy fuel oil and are not anticipated to incur significant operational costs. However, the evolving nature of IMO regulations poses uncertainties, and non-compliance may result in increased liability, penalties, insurance coverage reductions, or port access issues.
In U.S. waters, we are subject to various federal, state, and local laws and regulations relating to the protection of the environment, including the Oil Pollution Act, Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, and the Clean Air Act. Most recently, in October 2024, the U.S. Environmental Protection Agency issued its final Vessel Incidental Discharge National Standards of Performance, which updates the applicable standards for incidental discharge of pollutants from vessels in waters of the U.S. In addition to the general standards, the rule sets standards for specific pieces of vessel equipment and also establishes a system of “no-discharge zones” for areas that require greater environmental protection. In some cases, the applicable laws and regulations require governmental permits and authorizations before conducting certain activities. These environmental laws and regulations may impose substantial penalties for noncompliance and substantial liabilities for pollution. Failure to comply with these laws and regulations may result in substantial civil and criminal fines and penalties.
Sustainability reporting
We have published our annual Environmental, Social and Governance (“ESG”) Report on our website since 2020.
The European Union’s CSRD, implemented in January 2023, significantly expands mandatory sustainability reporting for U.S. companies with operations in the EU. Although certain EU-based entities became subject to the CSRD beginning in 2024, non-EU companies with substantial activity in the EU are not required to begin reporting pursuant to the CSRD until the financial year beginning in 2028. As we have offices in the EU, we conducted an assessment to determine the applicability of CSRD to us and believe we are not subject to CSRD reporting obligations. However, there have been calls by certain EU nations for the delay in implementation of the CSRD and the European Commission published proposed changes to the CSRD in late February 2025. The potential impact of such changes, if any, are uncertain at this time. Further, The Commission released its final rule on climate-related disclosures on March 6, 2024, requiring the disclosure of certain climate-related risks and financial impacts, as well as GHG emissions. However, the implementation of the rule has been stayed pending the outcome of legal challenges and, on February 11, 2025, the Commission Chairman released a public statement and notified the U.S. Court of Appeals for the Eighth Circuit (where the challenges to the rule are consolidated) to hold off scheduling argument in the case to provide time for the Commission to further deliberate the final rule and determine next steps. The future of the Commission’s rule is uncertain at this time.
C. Organizational Structure
For a list of our significant subsidiaries, see Exhibit 8.1 to this annual report and note 4 “Subsidiaries” of our consolidated financial statements included herein. All of our subsidiaries are, directly or indirectly, wholly-owned by us except for Gimi MS.
D. Property, Plant and Equipment
For information on our fleet, please see the section of “Item 4 - B. Business Overview”.
We do not own any interest in real estate. As of December 31, 2024, we lease the following office spaces: 10,700 square feet in London, England; 27,100 square feet in Oslo, Norway; 2,500 square feet in Hamilton, Bermuda; 2,100 square feet in Douala, Cameroon; 415 square feet in Nouakchott, Mauritania; and 130 square feet in Rio de Janeiro, Brazil.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with the sections of this Annual Report entitled “Item 4. Information on the Company” and our consolidated financial statements included herein. Our financial statements have been prepared in accordance with U.S. GAAP. This discussion includes forward-looking statements based on assumptions about our future business. You should also review the section of this Annual Report entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information - D. Risk Factors” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by certain forward-looking statements.
Significant Developments since January 1, 2025
Significant developments since January 1, 2025 until March 17, 2025 are discussed below.
•Sale of remaining Avenir shares
In February 2025, we divested our remaining 39.1 million shares in Avenir at a price of $1.0 per share.
•Sale of Golar Arctic
In February 2025, we entered into an agreement with a third party to dispose our last remaining LNG carrier, the Golar Arctic for $24.0 million, before transaction related expenses. The transaction completed in March 2025 and we estimate a loss on disposal of $0.8 million. Following the sale, Golar will have fully exited its legacy shipping business.
•Dividends
In February 2025, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2024 to shareholders of record on March 11, 2025, which was paid on March 18, 2025.
•FLNG Gimi refinancing
In March 2025, we entered into finance lease agreements with a consortium of leading Chinese leasing companies for the refinancing of the existing FLNG Gimi debt facility. The sale leaseback facility will be approximately $1.2 billion. The transaction is subject to closing conditions including documentation and third-party approvals. The facility is expected to close within Q2 2025. The contemplated sale and leaseback facility will have a tenor of 12 years and a 17-year amortization profile, with quarterly repayment installments throughout the lease period. Upon closing and repayment of the existing debt facility, Gimi MS Corporation is expected to generate net proceeds of approximately $530.0 million. This amount includes the release of existing interest rate swaps. Golar will benefit from 70% of these proceeds, equivalent to approximately $371.0 million.
Factors Affecting Our Future Results of Operations and Financial Condition
Our historical results of operations may not be indicative of our future results of operations which may be principally affected for the following reasons:
•Timely completion of the FLNG Gimi commissioning and meeting our continued obligations under the LOA. The commissioning of FLNG Gimi, part of the GTA project, is a complex process that involves numerous specialized contractors. Delays or failures by the contractors, the customer or us to meet the terms of the respective agreements or the LOA could adversely impact our results of operations, our future cash flows owing to delays in unlocking our Adjusted EBITDA backlog.
•Utilization of FLNG Hilli and her future redeployment. If FLNG Hilli is unable to meet her contracted capacity in any given year, it could adversely affect our earnings and cash flows.
In July 2024, we entered into definitive agreements with SESA, for a 20-year deployment in Argentina, expected to begin LNG exports in 2027. The definitive agreements are subject to conditions precedent, including obtaining an export license, passing environmental assessments, and SESA’s final investment decision. Failure to meet these conditions or delays in the process could result in extended downtime, reduced revenue, and an adverse impact on our financial performance.
•Conversion and deployment of MKII FLNG. The successful conversion and deployment of the MKII FLNG is central to our growth strategy. However, this process carries several risks. We have entered into a EPC agreement with CIMC for the conversion of the Fuji LNG into a MKII FLNG, but we have yet to secure a committed customer following the conversion. Geopolitical tensions, sanctions, fluctuations in commodity prices, regulatory changes, and economic downturns could lead to delays or changes in the conversion timelines, which may affect customer decisions and delay contract negotiations. Additionally, the conversion requires substantial capital investment over several years. Financing arrangements may be challenging, and we may face stringent lender requirements and we may need to raise additional capital through borrowings or equity offerings.
•Our results are affected by fluctuations in the fair value of our derivative instruments. Our results are influenced by fluctuations in the fair value of our derivative instruments, which include oil and gas derivatives and interest rate swaps. These fluctuations may be significant as interest rates, foreign exchange rates, and commodity prices vary. As of December 31, 2024, all our commodity swaps have matured, and we are now exposed to the full impact of fluctuations in commodity prices.
•Risk of breach of certain debt covenants. Our loan agreements and lease financing arrangements require us to maintain specific financial levels and ratios, including minimum amounts of available cash, minimum ratios of current assets to current liabilities (excluding current portion of long-term debt), minimum levels of stockholders’ equity and maximum loan amounts to value. If certain covenants are breached, we may be required to make further principal repayments ahead of our loan maturity, which would reduce our available cash.
•Our long-lived assets' net book value may be impaired. Our vessels, including asset under development, are reviewed for impairment whenever events or changes in circumstances, may indicate that the carrying amount may not be recoverable. In assessing the recoverability of our long-lived assets’ carrying amounts, we make assumptions regarding estimated undiscounted future cash flows, the vessels’ economic useful life and estimates in respect of residual or scrap value. In the case of asset under development, we make assumptions regarding future returns from the project. If the market value of our vessels declines or the forecast returns of our asset under development deteriorates, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations and financial condition.
Please see the section of this Annual Report entitled “Item 3. Key Information - D. Risk Factors” for a discussion of certain risks inherent in our business.
Important Financial and Operational Terms
We use a variety of financial and operational terms when analyzing our performance. These include but are not limited to the following:
Liquefaction services revenue. For the FLNG Hilli LTA, we consider the provision of liquefaction services capacity as a single performance obligation recognized evenly over time. We consider our services (the receipt of customer’s gas, treatment and temporary storage on board our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Overproduction and underutilization arrangements in the LTA are variable consideration, estimated using the expected value method and recognized using the output method to the extent it is probable that a significant reversal will not occur.
FLNG tariff, net. FLNG tariff, net is a non-U.S. GAAP financial measure and is calculated by taking the liquefaction services revenue adjusted for the amortization of deferred commissioning period revenue and Day 1 gains on deferred revenues, the unwinding of liquidated damages, accrued underutilization, accrued overproduction revenue and the realized gains on oil and gas derivative instruments. FLNG tariff, net reflects the cash earnings of FLNG Hilli in a given period which consists of the base tolling fees, oil linked fees, gas linked fees, billed overproduction revenue and underutilization adjustment invoiced to the customer. Management believes that FLNG tariff, net increases the comparability of our FLNG performance from period to period and against the performance of other operational FLNGs. FLNG tariff, net should not be considered as an alternative to operating revenue or any other measure of our financial performance calculated in accordance with U.S. GAAP. See the section of this Item 5 entitled “A. Operating Results” included herein for a reconciliation of FLNG tariff, net to total operating income, the most comparable U.S. GAAP financial measure.
Adjusted EBITDA. Adjusted EBITDA is a non-U.S. GAAP financial measure and is calculated by taking net income/(loss) before net income/(loss) from discontinued operations, net (losses)/income from equity method investments, income taxes, other financial items net, net (losses)/gains on derivative instruments, interest expense, net, interest income, other non-operating income/(losses), realized and unrealized mark-to-market (losses)/gains on our investment in listed equity securities, unrealized movements on the oil and gas derivative instruments, impairment of long-lived assets and depreciation and amortization. Adjusted EBITDA is a financial measure used by management and investors to assess our total financial and operating performance. Management believes that Adjusted EBITDA assists management and investors by increasing the comparability of our total performance from period to period against the performance of other companies. Adjusted EBITDA should not be considered as an alternative to net income or any other measure of our financial performance calculated in accordance with U.S. GAAP. See the section of this Item 5 entitled “A. Operating Results” included herein for a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP financial measure.
Adjusted EBITDA backlog. Adjusted EBITDA backlog is a non-U.S. GAAP financial measure and represents the share of contracted fee income for executed contracts or definitive agreements less forecasted operating expenses for these contracts/agreements. Adjusted EBITDA backlog should not be considered as an alternative to net income/(loss) or any other measure of our financial performance calculated in accordance with U.S. GAAP.
A. Operating Results
In connection with our year-end audit process, and subsequent to our February 27, 2025 earnings release related to the fourth quarter of 2024, we received the audited financial statements of our lessor VIE entity. To align with the lessor VIE's audited financial statements, we have subsequently recognized a non-current liability of $184.0 million and a corresponding reduction to non-controlling interest, which relates to a dividend declaration by the lessor VIE to a CSSC entity on December 31, 2024. Accordingly, this Form 20-F reflects the adjustment and as a result, contains financial information that is different from the information previously presented in our February 27, 2025 earnings release.
Reconciliations of the 2024 and 2023 consolidated net income/(loss) to Adjusted EBITDA are as follows:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Net income/(loss) | 80,793 | (2,850) |
| Income tax (benefit)/expense | (18) | 1,870 |
| Income/(loss) before income taxes | 80,775 | (980) |
| Depreciation and amortization | 53,526 | 50,294 |
| Impairment of long-lived assets | 22,933 | 5,021 |
| Unrealized loss on oil and gas derivative instruments, net | 101,862 | 284,658 |
| Realized and unrealized mark-to-market losses on our investment in listed equity securities | — | 62,308 |
| Other non-operating loss/(income), net | 7,000 | (9,823) |
| Interest income | (37,350) | (46,061) |
| (Gains)/losses on derivative instruments, net | (65) | 7,227 |
| Other financial items, net | 4,317 | 900 |
| Net loss from equity method investments (1) | 7,502 | 2,520 |
| Net income from discontinued operations | — | (293) |
| Adjusted EBITDA | 240,500 | 355,771 |
(1) Please refer to the individual reportable segments below for discussions on net loss from equity method investments.
Discussed below are the financial statement line items of our consolidated results of operations for the years ended December 31, 2024 and 2023 that are not covered by the segmental analysis presented later in this section:
Depreciation and amortization: Depreciation and amortization decreased by $3.2 million in 2024 compared to 2023, primarily due to the commencement of the Fuji LNG's depreciation following her acquisition in March 2024 and increased amortization for the Golar Arctic following the completion of her drydock in November 2023.
Impairment of long-lived assets: The impairment charge of $22.9 million in 2024 is associated with the Golar Arctic. During 2024, we engaged in discussions with multiple potential buyers regarding the sale of the vessel, however, no binding agreement was reached as of December 31, 2024. Although the vessel did not meet the criteria for classification as held for sale, we conducted an impairment assessment based on the third-party purchase offers received during the year as it more accurately reflected the vessel's exit price. As a result, an impairment charge of $22.9 million was recognized as of December 31, 2024.
The impairment charge of $5.0 million in 2023 is associated with previously owned LNG carrier, Gandria. In May 2023, we entered into an agreement to sell the Gandria for net consideration of $15.2 million, which resulted in an impairment charge at the measurement date.
Unrealized loss on the oil and gas derivative instruments, net:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Unrealized mark-to-market adjustment for commodity swap derivatives | (48,079) | (65,290) |
| Unrealized loss on FLNG Hilli’s oil derivative instrument | (47,272) | (76,847) |
| Unrealized loss on FLNG Hilli’s gas derivative instrument | (6,511) | (142,521) |
| Unrealized loss on oil and gas derivative instruments, net | (101,862) | (284,658) |
•Unrealized mark-to-market (MTM) adjustment for commodity swap derivatives: We entered into commodity swaps to hedge our exposure to the the Dutch Title Transfer Facility ("TTF") linked earnings (100% of which are attributable to us). The decrease in unrealized MTM loss of $17.2 million in 2024 compared to 2023, was due to 50% reduction in the hedged exposure of TTF gas price curves. Our exposure is economically hedged our exposure by swapping variable cash receipts that are linked to the TTF index for anticipated future production volumes with fixed payments from our TTF swap counterparties of which the resultant adjustments are presented in “Realized MTM adjustment on commodity swap derivatives” in the consolidated statements of operations.
•Unrealized loss on FLNG Hilli’s oil derivative instrument: This reflects the MTM movements related to the changes in the fair value of the FLNG Hilli’s oil derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us as a result of Brent linked crude oil prices moving above a contractual oil price floor over the remaining term of the LTA. The decrease in unrealized loss of $29.6 million in 2024 compared 2023, was largely driven by the volatility in the future Brent linked crude oil price curves over the LTA’s remaining term.
•Unrealized loss on FLNG Hilli’s gas derivative instrument: This reflects the mark-to-market (“MTM”) movements related to the changes in the fair value of the FLNG Hilli’s gas derivative instrument embedded in the LTA which we estimated using the discounted future cash flows of the additional payments due to us for the 0.2 mtpa incremental LNG capacity over the remaining term of the LTA which is linked to the TTF gas prices and forecast Euro/USD exchange rates. The decrease in unrealized MTM loss of $136.0 million in 2024 compared 2023, was primarily driven by the volatility in the future TTF linked gas price curves over the LTA’s remaining term.
Realized and unrealized (losses)/gains on our investment in listed equity securities: This reflects the MTM movements related to changes in the fair value of the Class A NFE common shares (“NFE Shares”). In 2023, we sold 1.2 million of our NFE shares at a price range between $36.90 and $40.38 per share for an aggregate consideration of $45.6 million, which resulted in realized MTM losses of $62.3 million. Following these disposals, we no longer hold any listed equity securities. There was no comparable transaction in 2024.
Other non-operating loss
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Dividend income from our investment in listed equity securities | — | 9,823 |
| Others | (7,000) | — |
| Other non-operating loss, net | (7,000) | 9,823 |
•Dividend income from our investment in listed equity securities: This reflects the dividend income received in relation to our NFE Shares prior to disposal. There was no comparable income in 2024.
•Others: This relates to payments to Seatrium in relation to Hilli's utilization bonus and termination fee on our historical third FLNG conversion main building contract. There were no comparable payments made in 2023.
Interest income: The decrease of $8.7 million interest income in 2024 compared to 2023, was primarily due to lower average balance placed in short-term money-market deposits during the year. As of December 31, 2024 and 2023, the cash held in short-term money-market deposits amounted to $301.8 million and $481.7 million, respectively.
Gains/(losses) on derivative instruments, net:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Net interest income on undesignated interest rate swaps (“IRS”) derivatives | 6,036 | 8,356 |
| Unrealized MTM adjustment for IRS derivatives | (5,971) | (15,583) |
| Gains/(losses) on derivative instruments, net | 65 | (7,227) |
•Net interest income on undesignated IRS derivatives: This reflects the net interest exposure in relation to our IRS derivatives. The decrease of $2.3 million net interest income in 2024 compared to 2023, was driven largely by the movements in reference rates.
•Unrealized MTM adjustment for IRS derivatives: This reflects the MTM movements related to the changes in the fair value of our IRS derivatives. As of December 31, 2024 and 2023, we have an IRS portfolio with a notional amount of $518.5 million and $709.4 million respectively, none of which are designated as hedges for accounting purposes. The decrease in unrealized MTM loss of $9.6 million in 2024 compared to 2023, was driven by lower notional values of our swap portfolio partially offset by fair value adjustments reflecting our creditworthiness and that of our counterparties.
Other financial items, net:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Financing arrangement fees and other related costs | (5,157) | (1,667) |
| Amortization of debt guarantees | 1,432 | 2,019 |
| Foreign exchange gain/(loss) on operations | 205 | (941) |
| Other | (797) | (311) |
| Other financials items, net | (4,317) | (900) |
•Financing arrangement fees and other related costs: The increase in financing arrangement fees and other related costs $3.5 million in 2024 compared to 2023, were primarily due to:
•$5.0 million in fees incurred from the parent of the FLNG Hilli's lessor variable interest entity (“VIE”) which we consolidate. There were no comparable charges in 2023; and
•partially offset by $1.3 million non-recurring loss recognized in 2023 related to the repurchase and re-issuance of senior unsecured bonds due October 2025 (the “2021 Unsecured Bonds”). There were no comparable charges in 2024.
•Foreign exchange gain/(loss) on operations: The decrease in foreign exchange loss of $1.1 million in 2024 compared to 2023, was primarily driven by favorable foreign exchange movements of the Norwegian Krone and British Pound Sterling against the U.S. Dollar.
Net loss from equity method investments: This represents our share of earnings from our equity accounted investments. The increase of $5.0 million in net loss from equity method investments in 2024 compared to 2023, were primarily due to:
•$2.6 million related to our equity method investments in Avenir and Higas. In 2024, Avenir divested its ownership of the LNG storage terminal in Sardinia, creating a new entity, Higas, in which we acquired a 25% shareholding. As part of this transaction, we sold 3.6 million Avenir shares at $1.095 per share, recognizing a $0.5 million gain on partial disposal. However, due to continued uncertainties surrounding the inclusion of the Higas terminal in the regulatory framework, we fully impaired our investment in Higas as of December 31, 2024. There was no comparable impairment charge in 2023; and
•$2.3 million decrease in our share in the net earnings from CoolCo, comprising $1.5 million share of earnings and $0.8 million gain on disposal of our CoolCo shares in 2023.
The following details our operating results and the resultant Adjusted EBITDA for our reportable segments for the years ended December 31, 2024 and 2023.
FLNG segment
This relates to activities of the FLNG Hilli and our other FLNG projects.
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Total operating revenues | 224,959 | 245,418 |
| Realized gain on oil and gas derivative instruments, net | 141,088 | 199,907 |
| Vessel operating expenses | (82,284) | (65,748) |
| Voyage, charterhire and commission expenses | — | (583) |
| Administrative expenses | (1,269) | (417) |
| Project development expenses | (7,258) | (4,151) |
| Other operating income | 469 | 15,542 |
| Adjusted EBITDA | 275,705 | 389,968 |
| Other Financial Data: | ||
| Liquefaction services revenue | 224,959 | 245,418 |
| Amortization of deferred commissioning period revenue, amortization of Day 1 gains, accrued overproduction revenue(1), underutilization adjustment and other | (16,245) | (36,228) |
| Realized gain on oil and gas derivative instruments, net | 141,088 | 199,907 |
| FLNG tariff, net | 349,802 | 409,097 |
(1) Accrued overproduction revenue relates to revenue accrued for production in excess of the FLNG Hilli’s annual contracted base capacity pursuant to LTA Amendments 2 and 4 (as defined herein).
Total operating revenues:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Base tolling fee | 204,501 | 204,501 |
| Amortization of deferred commissioning period revenue | 4,131 | 4,120 |
| Amortization of Day 1 gains | 12,575 | 12,541 |
| Overproduction | 102 | 20,129 |
| Incremental base tolling fee | 5,000 | 5,000 |
| Other | (1,350) | (873) |
| Total operating revenues | 224,959 | 245,418 |
•Base tolling fee: Under the terms of the LTA, we invoice and recognize base tolling fees up to the contracted annual base capacity so long as actual production is 95% of the contracted base capacity, provided that there are no services unavailability considered our fault in a given contract year.
•Amortization of Day 1 gains: This relates to the amortization of the FLNG Hilli’s deferred Day 1 gains on the oil and gas derivative instruments embedded in the LTA. In July 2021, we entered into LTA Amendment 3 which increased the annual capacity utilization of FLNG Hilli by 0.2 mtpa of LNG for the contract year 2022. In July 2022, the Customer exercised the option to maintain the increased annual contracted volume of 1.4 million tonnes from January 2023 until July 2026 (the “2023+ expansion capacity”) resulting to the extension to the initial amortization profile of the TTF linked Day 1 gain until July 2026.
•Overproduction: In March 2021, we entered into the second amendment to the LTA, changing the contract term from a fixed capacity of 500.0 billion cubic feet to a fixed term ending on July 18, 2026 (“LTA Amendment 2”). This amendment also permits billing adjustments for production variances commencing in 2019. Overproduction is invoiced at the end of each contract year, while underutilization (which is capped per contract year) is a reduction against our final invoice to the Customer at the end of the LTA in July 2026.
In 2023, we amended the LTA to increase contracted capacity for 2023 by 0.04 million tonnes (from 1.4 million tonnes to 1.44 million tonnes) by incorporating 2022 underutilization into 2023 LNG production (the “LTA Amendment 4”). The increased production target was met, releasing the 2022 underutilization liability of $35.8 million to our consolidated statement of operations in 2023, of which $20.1 million is recognized in “Liquefaction services revenue” and $15.7 million is recognized in “Other operating income”. In 2024, the contracted capacity reverted to 1.4 million tonnes and we have accrued overproduction revenue of $0.6 million of which $0.1 million is recognized in “Liquefaction services revenue” and $0.5 million in “Other operating income”.
Realized gain on oil and gas derivative instrument, net:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Realized gain on FLNG Hilli’s oil derivative instrument | 68,700 | 73,120 |
| Realized MTM adjustment on commodity swap derivatives | 49,438 | 87,555 |
| Realized gain on FLNG Hilli’s gas derivative instrument | 22,950 | 39,232 |
| Realized gain on oil and gas derivative instruments, net | 141,088 | 199,907 |
•Realized gain on FLNG Hilli’s oil derivative instrument: This reflects the billings above the FLNG Hilli’s base tolling fee when the Brent linked crude oil price is greater than $60 per barrel. The decrease of $4.4 million in 2024 compared to 2023, was driven by the decreased three-month look-back average oil price of $82.0/barrel for 2024 compared to $83.4/barrel for 2023.
•Realized MTM adjustment for commodity swap derivatives: We entered into commodity swaps to hedge our exposure of FLNG Hilli’s tolling fee that is linked to the TTF index pursuant to LTA Amendment 2 (100% of which were attributable to us). The decrease of $38.1 million in 2024 compared to 2023 was driven by a 50% reduction in the hedged exposure of TTF gas price curves.
•Realized gain on FLNG Hilli’s gas derivative instrument: This reflects the tolling fee in excess of the contractual floor rate, linked to TTF and the Euro/USD foreign exchange movements. The decrease of $16.3 million in 2024 compared to 2023, was driven by the decreased TTF prices based on one-month look-back average price of €33.8 for 2024 compared to €47.7 for 2023, partially offset by favorable foreign exchange movements of the Euro against the U.S. Dollar of an average 1.083 in 2024 compared to 1.078 in 2023.
FLNG tariff, net: The decrease of $59.3 million in FLNG tariff, net in 2024 compared to 2023, was primarily due to the decrease in the realized gains on FLNG Hilli’s oil and gas derivative instruments, net.
Vessel operating expenses: The increase of $16.5 million in vessel operating expenses in 2024 compared to 2023, were primarily due to:
•$10.0 million increase in FLNG Gimi's operating expenses resulting from the postponement of commissioning activities, wherein certain costs incurred toward COD did not meet the criteria for capitalization instead were deemed essential operating costs to maintain the FLNG Gimi's exclusive availability and operational readiness. There were no comparable expenses in 2023;
•$7.6 million increase in FLNG Hilli's operating expenses, primarily due to a $5.8 million increase in management fees and a $2.2 million increase in crew costs given 2023 costs were suppressed by the release of accruals for crew taxes following the finalization of the 2022 local tax return in 2023; and
•partially offset by a $1.0 million decrease in the Gandria's operating expenses following completion of its sale in November 2023.
Project development expenses: This comprised of non-capitalizable project-related expenses such as legal, professional and consultancy costs for FLNG projects in the exploratory stages. The increase of $3.1 million in project development expenses in 2024 compared to 2023, was primarily driven by higher cost incurred in pursuing FLNG opportunities in Argentina in 2024, whereas in 2023, costs were incurred on assessing and pursuing the broader FLNG growth opportunities.
Corporate and other segment
This relates to our activities including administrative and ship operation and maintenance services. We have offices in Bermuda, Douala, London, Nouakchott and Oslo that provide FLNG commercial, operational and technical support, crew management services and supervision, corporate secretarial, accounting, treasury, HR and legal services.
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Total operating revenues | 23,067 | 35,086 |
| Vessel operating expenses | (22,644) | (19,248) |
| Voyage, charterhire and commission expenses | (33) | (19) |
| Administrative expenses | (26,210) | (33,031) |
| Project development expenses | (5,082) | (34,909) |
| Other operating income | — | 7,817 |
| Adjusted EBITDA | (30,902) | (44,304) |
Total operating revenues: The decrease of $12.0 million in total operating revenues in 2024 compared to 2023, were primarily due:
•$13.8 million decrease in revenue following completion of drydocking, site commissioning and hook-up services for Italis LNG (formerly Golar Tundra) in May 2023 (the “Development Agreement”). There was no comparable revenue for the same period in 2024;
•$1.6 million decrease in vessel management and administrative service fees, mainly charged to our former equity method investment, CoolCo; and
•partially offset by $3.4 million increase in vessel operation and maintenance fees for Italis LNG, which commenced in late May 2023.
Vessel operating expenses: This relates to the cost to operate and maintain the FSRUs LNG Croatia and the Italis LNG. The increase of $3.4 million in vessel operating expenses in 2024 compared to 2023, were primarily due:
•$8.0 million increase in vessel operating expenses for Italis LNG, which commenced operations in late May 2023; and
•partially offset by $4.2 million decrease in vessel operating expenses for the Italis LNG following completion of the Development Agreement.
Administrative expenses: The decrease of $6.8 million in administrative expenses in 2024 compared to 2023, were primarily due:
•$9.3 million allocation of management and consultancy fees to vessel operating expenses in our FLNG segment reflecting increased time spent on FLNG activities; partially offset by
•$1.2 million increase in net periodic benefit costs, driven by the execution of a buy-in insurance agreement in relation to one of our defined benefit pension plans; and
•$1.0 million increase in employee stock compensation costs following new awards granted in 2024 and the vesting of awards from prior years.
Project development expenses: The decrease in project development expenses of $29.8 million in 2024 compared to 2023, were primarily due:
•$26.4 million decrease in professional fees and cost of materials following the completion of the Development Agreement for the Italis LNG in May 2023. There were no comparable expenses in 2024;
•$8.1 million decrease in engineering and professional fees related to the intended sale of Golar Arctic to Snam following her contemplated conversion to FSRU (the “Arctic SPA”) which was terminated in June 2023 when Snam’s option to exercise the notice to proceed lapsed. There were no comparable expenses in 2024; and
•$4.6 million increase in professional and consultancy fees in relation to Macaw's flare to gas project in 2024 as compared to 2023.
Other operating income: In June 2023, Snam's option to exercise the notice to proceed with the Arctic SPA lapsed. Consequently, we retained and recognized the non-refundable first advance payment of $7.8 million as income. There was no comparable income for the same period in 2024.
Shipping segment
This comprises of the operations of LNG transportation. We have historically operated and subsequently chartered out LNG carriers on fixed terms to customers.
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Total operating revenues | 12,346 | 17,925 |
| Vessel operating expenses | (11,840) | (6,153) |
| Voyage, charterhire and commission expenses, net | (4,782) | (1,581) |
| Administrative (expenses)/income | (26) | (14) |
| Project development expenses | (1) | (70) |
| Adjusted EBITDA | (4,303) | 10,107 |
Total operating revenues: The decrease of $5.6 million in total operating revenues in 2024 compared to 2023, were primarily due:
•$14.9 million lower Golar Arctic revenue given she was mostly on commercial waiting time during 2024; and
•partially offset by a $9.3 million increase in revenue from Fuji LNG following its acquisition in March 2024. The Fuji LNG was operating as an LNG carrier until her entry to the shipyard for conversion to an FLNG in early 2025.
Vessel operating expenses: The increase of $5.7 million in vessel operating expenses in 2024 compared to 2023, were primarily due:
•$4.6 million increase due to the operations of the Fuji LNG following its acquisition in March 2024; and
•$1.6 million increase in insurance costs due to the war risk insurance rebate receipt in March 2023. There were no comparable credits for the same period in 2024.
Voyage, charterhire and commission expenses: This comprised of charterhire expenses, fuel costs associated with commercial waiting time and vessel positioning costs. While a vessel is on-hire, fuel costs are typically paid by the charterer, whereas during periods of commercial waiting time, fuel costs are paid by us. The increase of $3.2 million in voyage, charterhire and commission expenses in 2024 compared to 2023 was primarily due to higher fuel consumption for the Golar Arctic and the Fuji LNG resulting from longer commercial waiting time.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on March 28, 2024, Item 5 Operating and Financial Review and Prospects - A. Operating Results, for the management discussion and analysis of the operating results for 2023 compared to 2022.
B. Liquidity and Capital Resources
Liquidity and Cash Requirements
We operate in a capital intensive industry, and we have historically financed the purchase of our vessels, conversion projects and other capital expenditures through a combination of borrowings from debt transactions, leasing arrangements with financial institutions, cash generated from operations, sales of vessels and investments and equity capital. Our liquidity requirements relate to servicing our debt, funding our conversion projects, funding investment in the development of our project portfolio, funding working capital requirements, payment of dividends and share repurchases and maintaining cash reserves to satisfy certain of our borrowing covenants (including cash collateral requirements in respect of certain of our derivatives and as security for the provision of letters of credit) and to offset fluctuations in operating cash flows.
Our funding and treasury activities are conducted in accordance with our established corporate policies to maximize investment returns while maintaining appropriate liquidity for our working capital requirements. Cash and cash equivalents are held primarily in U.S. Dollars with some balances held in GBP, NOK, Singapore Dollars, Euros, BRL, Mauritanian Ouguiya (“MRU”) and Central African Francs (“XAF”). We have used derivative instruments for interest rate, foreign currency and commodity risk management purposes.
Our short-term liquidity requirements are primarily for the servicing of our debt, payment of dividends, working capital, potential investments, contracted FLNG conversion projects (FLNG Gimi for the LOA) and MKII FLNG project related commitments. We believe that our existing cash and cash equivalents and short-term bank deposits, together with cash flow from operations and our planned liquidity-enhancing initiatives (see note 1 of our consolidated financial statements included herein), will be sufficient to support our liquidity and capital requirements for at least the next 12 months.
As of December 31, 2024, we had cash and cash equivalents (including short-term deposits and restricted cash) of $716.6 million, of which $150.2 million is restricted cash. Included within restricted cash is $61.0 million in respect of the issuance of the Hilli LLC by a financial institution in relation to the FLNG Hilli, $58.1 million cash comprised of earnings from the Gimi, $17.5 million cash belonging to the lessor VIE that we are required to consolidate under US GAAP, $12.7 million in respect of the LNG Hrvatska O&M Agreement and $0.9 million relating to office leases. Refer to note 15 “Restricted Cash and Short-term Deposits” of our consolidated financial statements included herein for additional details.
Since December 31, 2024, significant transactions impacting our cash flows include:
Receipts of:
•$39.1 million proceeds from the divestment of our shareholding in Avenir;
•$38.1 million of pre-commissioning contractual cash flows received in relation to the Gimi LOA; and
•$23.5 million net proceeds from the sale of Golar Arctic.
Payments of:
•$104.9 million of additions to the asset under development, the MKII FLNG;
•$37.4 million of scheduled loan and interest repayments, including net settlement of our interest rate swaps;
•$26.1 million relating to the quarterly dividend;
•$21.3 million of additions to the asset under development, the FLNG Gimi;
•$9.8 million of capital contribution to Southern Energy; and
•$0.5 million relating to a drawdown under the revolving shareholder loan provided to Higas.
Medium to Long-term Liquidity and Cash Requirements
Our medium and long-term liquidity requirements are primarily for funding future investments and our conversion projects and repayment of long-term debt balances. Sources of funding for our medium and long-term liquidity requirements include new loans, refinancing of existing debt arrangements, and public and private debt or equity offerings.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated.
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Net cash provided by continuing operations | 318,241 | 134,606 |
| Net cash provided by discontinued operations | — | 276 |
| Net cash used in investing activities | (416,981) | (131,709) |
| Net cash provided/(used in) financing activities | 43,852 | (244,953) |
| Net movement in cash and cash equivalents, restricted cash and short-term deposits within assets held for sale | — | 369 |
| Net decrease in cash and cash equivalents, restricted cash,<br><br>short-term deposits and cash within assets held for sale | (54,888) | (241,411) |
| Cash and cash equivalents, restricted cash and short-term deposits at the beginning of the period | 771,470 | 1,012,881 |
| Cash and cash equivalents, restricted cash and short-term deposits at the end of the period | 716,582 | 771,470 |
Continuing and discontinued operations
Our key source of cash is from FLNG Hilli's operations. We also generate cash through our vessel management services and time charters on our FSRU operate and manage contracts. Our primary uses of cash for operating activities include crew, repairs and maintenance, spares, stores and consumables and insurance costs. Other uses of cash from operating activities include employee compensation and benefits, audit and accounting fees, legal fees, and other general corporate expenditures. Net cash provided by operating activities increased by $183.6 million in 2024 compared to 2023, primarily due to an increase of $172.5 million in pre-COD contractual cash flows, reflecting net receipts of $97.6 million in 2024 compared to payments of $74.9 million in 2023, following the execution of the Gimi LOA Amendment Deed, partially offset by operational expenditures.
The net cash provided by discontinued operations of $0.3 million for the year ended December 31, 2023 was in relation to the disposal of our vessel operations in Malaysia to CoolCo which was completed in May 2023. There was no comparable cash movement in 2024.
Investing activities
Cash provided by investing activities consists primarily of proceeds from subscription of equity interest, sales of our equity method investments, long-lived assets and investment in equity securities. Cash used in investing activities consists primarily of FLNG conversion expenditure, loans to related party, and payments for acquisitions.
Net cash used in investing activities increased by $285.3 million in 2024 compared to 2023, primarily due to $150.8 million lower proceeds from subscription of equity interest in Gimi Corporation, disposals of our equity method investments, long-lived assets and investment in equity securities and $113.3 million higher cost related to FLNG conversions including MKII FLNG donor vessel, following the execution of the MKII FLNG EPC.
We anticipate making capital expenditures of approximately $0.7 billion in 2025 in relation to our MKII FLNG conversion.
Financing activities
Cash provided by financing activities consists primarily of proceeds from issuance and drawdown of debt and share-based award activities. Cash used in financing activities consists primarily of repayments of debt, payment of dividends and financing costs, repurchases of shares and acquisition of non-controlling interest.
Net cash provided by financing activities increased by $288.8 million in 2024 compared to 2023, primarily due to $215.1 million proceeds from issuance and drawdown of debt, $47.5 million lower purchases of treasury shares and $40.1 million lesser payments to acquire the non-controlling interests of Hilli LLC, partially offset by an increase in dividend payments of $12.5 million.
Please refer to Golar LNG Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on March 28, 2024, Item 5 Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Cash Flows, for the management discussion and analysis of the operating results for 2023 compared to 2022.
Borrowing Activities
As of December 31, 2024, we were in compliance with all our covenants under our various loan agreements. See note 21 “Debt” in our consolidated financial statements included herein for additional information.
Derivatives
As of December 31, 2024, we use financial instruments to reduce the risk associated with fluctuations in interest rates, commodity prices and foreign currency exchange rates. See note 27 “Financial Instruments” in our consolidated financial statements included herein for additional information.
Contractual Obligations
The following table sets forth our contractual obligations for the periods indicated as at December 31, 2024:
| (in millions of $) | Total<br>Obligation | Due in 2025 | Due in 2026 – 2027 | Due in 2028 – 2029 | Due Thereafter |
|---|---|---|---|---|---|
| Financing | |||||
| Gross Golar long-term and short-term debt(1) | 1,160.6 | 248.0 | 116.7 | 416.7 | 379.2 |
| Capital lease obligations between Golar and the lessor VIE(1) | 314.5 | 279.0 | 35.5 | — | — |
| Interest commitments on long-term debt and other interest rate swaps(2) | 285.3 | 59.8 | 115.4 | 100.9 | 9.2 |
| Capital expenditure commitments(3) | |||||
| FLNG Gimi | 147.4 | 147.4 | — | — | — |
| MKII FLNG | 1,794.4 | 669.5 | 857.4 | 267.5 | — |
| Total | 3,702.2 | 1,403.7 | 1,125.0 | 785.1 | 388.4 |
(1)The obligations under long-term and short-term debt above are presented gross of deferred finance charges and exclude accrued interest. Refer to note 21 of our audited consolidated financial statements included herein for additional information.
(2)Our interest commitment on our long-term debt is calculated based on assumed SOFR rates of between 4.01% to 4.49% and takes into account our various margin rates and interest rate swaps associated with each financing arrangement.
(3)This excludes our outstanding committed funding to Macaw Energies amounting to $2.7 million.
C. Research and Development, Patents and Licenses
Not applicable.
D. Trend Information
Other than as described elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operation results or financial condition.
See the sections of this Item 5 entitled “Factors Affecting Our Future Results of Operations and Financial Condition” and “A. Operating Results” included herein for additional information.
E. Critical Accounting Estimates
The preparation of our financial statements in accordance with U.S. GAAP requires us to make estimates, judgments and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in our consolidated financial statements. Our accounting policies are summarized in note 2 to our consolidated financial statements included herein. The following are estimates that we believe involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of our operations.
Impairment of long-lived assets
Description: We continually monitor events or changes in circumstances that could indicate that the carrying amounts of the long-lived assets may not be fully recoverable. When we identify an impairment indicator, we assess recoverability by comparing the carrying value of our long-lived assets to its projected undiscounted cash flows. If our projected undiscounted net cash flows are lower than the long-lived assets’ carrying value, we recognize an impairment loss measured for the difference.
Judgments and estimates: We apply significant judgments in identifying impairment indicators and estimating future undiscounted cash flows in our recoverability assessment. Our market value estimates assume that our long-lived assets are in good, seaworthy condition without need for repair and, if inspected, would be certified in class without notations of any kind and able to meet all contractual requirements. For FLNG Hilli, we estimate returns based on undiscounted cash flows from her current contract and post-2026 deployment opportunity in Argentina, which remains subject to conditions precedent. The estimated undiscounted cashflows are highly subjective and dependent on market conditions and successful satisfaction of the deployment contract’s conditions precedent. If there is a significant change in our estimates, this could constitute an impairment
indicator.
Effect if actual results differ from assumptions: Although we believe our impairment assessments are based on reasonable and appropriate estimate at the time they were made, if our estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement vary significantly from our forecasts, management may be required to perform a step two impairment analysis that could potentially expose us to material impairment charges in the future. Additionally, while we intend to hold and operate our long-lived assets, our estimate of its market value may not be indicative of the current or future market value or prices that we could achieve, if we were to sell, resulting to a material loss.
Impairment of asset under development
Description: We continually monitor events or changes in circumstances that could indicate that the carrying value of FLNG Gimi and MKII FLNG, our assets under development, may not be fully recoverable, particularly MKII FLNG which remains uncontracted. We calculate forecasted returns on undiscounted cash flows for each project, considering initial construction through commercial operations with a customer or potential market opportunities in the case of MKII FLNG. When an impairment indicator is identified, we perform a recoverability assessment by comparing the total budgeted conversion costs for FLNG Gimi and MKII FLNG to its projected undiscounted cash flows. If our projected undiscounted cash flows are lower than the total budgeted conversion cost for each project, we recognize an impairment loss.
Judgments and estimates: The estimated undiscounted cash flows are highly subjective and dependent on future events. If there is a significant change in the estimates, this could constitute an impairment indicator. Significant judgment is applied in determining the estimated undiscounted cash flows which includes the duration of the commissioning profile, pre-commissioning contractual cash flows, estimated commercial operation date, projected future production and anticipated capital and operational costs.
Effect if actual results differ from assumptions: Although we believe the underlying assumptions supporting our impairment assessment are reasonable and appropriate at the time they were made, if the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement vary significantly from our estimates, management may be required to perform step two of the impairment analysis that potentially could expose us to material impairment charges in the future.
Recently Issued Accounting Standards
See Item 18. Financial Statements: note 3 “Recently Issued Accounting Standards”.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Directors
The following provides information about each of our directors as of the date of this annual report.
| Name | Age | Position |
|---|---|---|
| Tor Olav Trøim | 62 | Chairman of our Board and Director |
| Daniel Rabun | 70 | Director, Audit Committee member, Compensation Committee member and Nomination Committee member |
| Thorleif Egeli | 61 | Director and Audit Committee member |
| Carl Steen | 74 | Director, Compensation Committee Chairperson and Nomination Committee Chairperson |
| Niels Stolt-Nielsen | 60 | Director and Compensation Committee member |
| Lori Wheeler Naess | 54 | Director and Audit Committee Chairperson |
| Georgina Sousa | 74 | Director |
Tor Olav Trøim has served as a director since September 2011 and was appointed as the Chairman of the Board in September 2017. Mr. Trøim is founder and sole shareholder of Magni Partners (Bermuda) Limited (“Magni Partners”). He is the senior partner (and an employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the UK. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr. Trøim has over 30 years of experience in energy related industries in various positions. Before founding Magni Partners in 2014, Mr. Trøim was a Director of Sea Tankers Management Co. Ltd. from 1995 until September 2014. During this period, he was also Chief Executive Officer (“CEO”) at Seadrill Limited, Frontline Ltd., Ship Finance International Limited and Golar LNG Partners LP. He was CEO of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. Mr. Trøim graduated with a Master of Science (“MSc”) degree in naval architecture from the University of Trondheim, Norway in 1985. Other directorships and management positions include Magni Partners (Founding Partner), Borr Drilling Limited (Chairman), Stolt-Nielsen Limited (Director) and Magni Sports AS (Director).
Daniel Rabun has served as a director since February 2015 and was appointed Chairman in September 2015. Mr. Rabun stepped down as Chairman in September 2017 and was appointed a non-executive director on that date. He also serves as a member of our Audit Committee and Compensation Committee and is the Chairperson of the Nomination Committee. He joined Ensco plc in March 2006 as President, was appointed to serve as CEO from January 2007 and was elected Chairman of the Board of Directors in May 2007. Mr. Rabun retired from Ensco plc as President and CEO in May 2014 and as Chairman in May 2015. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. Mr. Rabun also serves as a non-executive director and a member of the Compensation Committee of Borr Drilling Limited since April 2023, and a non-executive director of ChampionX Corporation (“ChampionX”) since 2018, where he is currently the non-executive Chairman and a member of the Management Development and Compensation Committee and Chairman of the Governance and Nominations Committee. Mr. Rabun previously served as a non-executive director and a member of the Audit Committee and the Corporate Responsibility, Governance and Nominations Committee of APA Corporation (formerly Apache Corp.) until May 2024. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctor Degree from Southern Methodist University. He has been a U.S. Certified Public Accountant and a member of the Texas Bar.
Thorleif Egeli was appointed as a director and as member of the Audit Committee in September 2018 and February 2023, respectively. Until May 2018, Mr. Egeli was Vice President of Schlumberger Production Management – North America managing the non-operating Exploration & Production assets for Schlumberger in the US, Canada and Argentina. Prior to this he held a number of senior positions within Schlumberger having begun his career with Schlumberger in 1990 as a field engineer. Between October 2009 and April 2013, Mr. Egeli held a number of positions within Archer including President Latin America, Corporate Marketing and Chief Operating Officer (“COO”); before re-joining Schlumberger in 2013. Appointed in June 2018, Mr. Egeli also serves on the Board of Directors of Stimline, an international well intervention and completion company headquartered in Kristiansand, Norway. Mr. Egeli holds MSc in Mechanical Engineering and a Master of Business Administration (“MBA”) from Rotterdam School of Management, Holland.
Carl Steen was appointed as a director in January 2015. Mr. Steen was also appointed as the Compensation Committee Chairperson and currently serves on our Nomination Committee. From August 2012 until the completion of GMLP merger with NFE, Mr. Steen served as a director of GMLP. Mr. Steen graduated in 1975 from ETH Zurich Switzerland with MSc in Industrial and Management Engineering. After working for a number of high-profile companies, Mr. Steen joined Nordea Bank from January 2001 to February 2011 as head of the bank’s Shipping, Oil Services & International Division. Mr. Steen holds directorship positions in various Norwegian and international companies including Himalaya Shipping Ltd, Wilhelmsen Holding ASA and Belships ASA.
Niels Stolt-Nielsen joined the board in September 2015 and currently serves on our Compensation Committee. He is also a Chairman of Avenir LNG and Chairman of Stolt-Nielsen, which includes world-leading business in global bulk-liquid and chemical logistics, an innovative business in land-based aquaculture and a number of LNG joint ventures and investments. He brings with him extensive shipping, logistical and strategic leadership experience.
Lori Wheeler Naess was appointed as a director and Audit Committee Chairperson in February 2016. Ms. Naess also serves on the Board, Corporate Governance Committee, Nominating Committee and Audit Committee of Opera Limited, a U.S.-listed company and was appointed as a director of 2020 Bulkers Ltd. in September 2024. Ms. Naess was a director at PricewaterhouseCoopers in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012, she was a Senior Advisor for the Financial Supervisory Authority in Norway and prior to this she was also with PricewaterhouseCoopers in roles in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive).
Georgina Sousa was appointed as a director in September 2019. She also served as company secretary from May 2019 until March 2022. She currently serves as a director of Himalaya Shipping Ltd. Ms. Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her retirement in March 2022. She previously served as a director and company secretary of Borr Drilling Limited and 2020 Bulkers Ltd from February 2019 to February 2022. Prior to joining GMBL, Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018 and served as a director and secretary of Frontline Ltd., North Atlantic Drilling Ltd., Sevan Drilling, Northern Drilling Ltd., Flex LNG LTD and Seadrill. Until January 2007, Ms. Sousa was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms. Sousa was employed by the Bermuda law firm of Appleby, Spurling & Kempe as secretary and from 1982 to 1993, she was employed by the Bermuda law firm of Cox & Wilkinson as senior company secretary.
Executive Officers
The following provides information about each of our executive officers as of the date of this annual report:
| Name | Age | Position |
|---|---|---|
| Karl Fredrik Staubo | 38 | Chief Executive Officer – Golar Management AS |
| Eduardo Maranhão | 41 | Chief Financial Officer – Golar Management Ltd |
| Ragnar Nes | 57 | Chief Operating Officer – Golar Management AS |
| Morten Skjong | 38 | Chief Technical Officer - Golar Management AS |
| Federico Peterson | 55 | Chief Commercial Officer – Golar Management Ltd |
Karl Fredrik Staubo was appointed as our CEO in May 2021. Prior to this role he served as our Chief Financial Officer ("CFO") from September 2020 and as CEO of Golar Partners from May 2020 until the closing of the GMLP Merger. Mr. Staubo has over 14 years of experience advising and investing in shipping, energy and infrastructure companies. Mr. Staubo worked in the Corporate Finance division of Clarkson’s Platou Securities, including as Head of Shipping, from June 2010 until September 2018. Subsequent to his time at Clarkson’s, Mr. Staubo has worked as a partner at Magni Partners Ltd since October 2018. During his time with Magni Partners Ltd, Mr. Staubo worked as an advisor to the Golar group. He has an MA in Business Studies and Economics from the University of Edinburgh.
Eduardo Maranhão was appointed as our CFO in May 2021. Prior to assuming this position, Mr. Maranhão served as CFO of Hygo. Mr. Maranhão has also served as CFO of Cool Company Ltd, as both CEO and director of CELSE - Centrais Eletricas de Sergipe S.A., and as a partner at Magni Partners Ltd. Mr. Maranhão has vast experience in international energy projects and infrastructure financing having worked at different financial institutions including Lakeshore Partners, Banco Santander, Crédit Agricole CIB, Banco Votorantim and Citibank. Mr. Maranhão holds a Bachelor of Business Administration from Universidade de Pernambuco in Brazil and has completed a Management Acceleration Programme from INSEAD in France.
Ragnar Nes joined Golar in November 2017 and was appointed the COO of Golar Management AS in April 2022 after having served as the Head of FLNG since March 2018. Prior to joining Golar, Mr. Nes served as the operational manager and asset manager for the FPSOs in Fred Olsen, Yinson and BW Offshore for 10 years. Prior to joining offshore oil and gas, Mr. Nes held various positions in ship management for Odfjell and Wilh.Wilhelmsen. Mr. Nes has also worked with Det Norske Veritas and started his career at sea as electrician onboard submarines in the Royal Norwegian Navy. Mr. Nes has an MSc degree in Electrical Engineering from the NTNU Technical University in Trondheim, Norway.
Morten Skjong joined Golar in 2016 and was appointed Chief Technical Officer in December 2024. Mr. Skjong has previously held various roles in the Company, most recently as Project Manager for the MKII FLNG project, and has managed front end business development opportunities and served in the project management team of the FLNG Gimi project. Prior to joining Golar, Mr. Skjong worked with Safetec Nordic AS as an advisor to energy companies on safety and risk management frameworks and process safety. He has a MSc degree in Industrial Mathematics from the Norwegian University of Science Technology in Trondheim, Norway.
Federico Peterson joined Golar as Chief Commercial Officer in April 2024. Prior to joining Golar, Mr. Peterson served as a member of the Executive Management Team of VTTI, as the Global Head of Business Development. Mr. Federico spent 18 years in senior M&A and Business Development positions at Schlumberger Limited, Equinor, BG Group plc and Wintershall Dea, where he led, originated and executed asset and corporate transactions in the global energy space (upstream, storage, LNG, power generation). Mr Peterson started his career as an actuary with PwC in Argentina. Mr. Peterson has a Bachelor of Science degree in Actuarial Science from Universidad de Buenos Aires and an MBA from London Business School.
B. Compensation
For the year ended December 31, 2024, we paid our directors and executive officers aggregate cash compensation (including bonus) of $4.7 million and an aggregate amount of $0.1 million for pension and retirement benefits. During the year ended December 31, 2024, we awarded our executive officers 50,030 restricted stock units and granted 860,000 share options, which vest in equal increments over three years from respective award date or grant date. We also awarded our directors 49,511 fully vested stock awards during the year ended December 31, 2024. For a description of our share based payment plan please refer to the section of this item entitled “E. Share Ownership - Share Based Payment Plan” below.
We recognized $4.2 million share based compensation expense issued to certain of our directors and executive officers. See note 26 “Share Capital and Share Based Compensation” of our consolidated financial statements included herein.
C. Board Practices
Our directors do not have service contracts with us and do not receive any benefits upon termination of their directorships. Our board of directors established an Audit Committee in July 2005, which is responsible for overseeing the quality and integrity of our external financial reporting, appointment, compensation and oversight of our external auditors and oversees our management assessment of internal controls and procedures, as more fully set forth in its written charter, which has been adopted by the board. Our Audit Committee consists of three independent directors, Lori Wheeler Naess, Daniel Rabun and Thorleif Egeli, in compliance with SEC Rule 10A-3. In addition, the board of directors also has a Compensation Committee and a Nomination Committee, details of which are further described in “Item 16G. Corporate Governance”.
Our board of directors is elected annually at the annual general meeting of shareholder and hold office until the next annual general meeting following his or her election or until his or her successor is elected. Officers are appointed from time to time by our board of directors and hold office until a successor is elected.
As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. listed companies. Please see the section of this Annual Report entitled “Item 16G. Corporate Governance” for a discussion of how our corporate governance practices differ from those required of U.S. companies listed on the Nasdaq.
D. Employees
As of December 31, 2024, we employed approximately 200 employees and consultants situated in Bermuda, Cameroon, Croatia, UK, Norway and Brazil, as well as in the shipyard where the FLNG Gimi completed its conversion before it sailed to its operational location offshore Mauritania and Senegal. As of December 31, 2024, we also employed approximately 274 seafaring employees for the vessels that we own.
E. Share Ownership
The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 17, 2025. Also shown are their interests in our various share based payment schemes. The subscription price for the share options granted under the scheme will normally be reduced by the amount of all dividends declared by us in the period from the grant date until the date the option is exercised.
| Director or Officer | Beneficial Ownership in<br>Common Shares | Share Options | Restricted Stock Units | ||||
|---|---|---|---|---|---|---|---|
| Number of shares | % | Number of<br>options | Exercise price | Expiry date | Number of RSUs (unvested) | Vesting Date | |
| Tor Olav Trøim | 3,087,838 | 2.95% | — | N/A | N/A | N/A | N/A |
| Daniel Rabun | * | * | — | N/A | N/A | N/A | N/A |
| Thorleif Egeli | * | * | — | N/A | N/A | N/A | N/A |
| Carl Steen | * | * | — | N/A | N/A | N/A | N/A |
| Niels Stolt-Nielsen | 2,741,470 | 2.62% | — | N/A | N/A | N/A | N/A |
| Lori Wheeler Naess | * | * | — | N/A | N/A | N/A | N/A |
| Georgina Sousa | * | * | — | N/A | N/A | N/A | N/A |
| Karl Fredrik Staubo | * | * | 200,000 | $8.97 | 2026 | 5,220 | 2025 |
| 200,000 | $19.70 | 2027 | 19,770 | 2026 | |||
| 450,000 | $33.50 | 2030 | 14,002 | 2027 | |||
| 5,201 | 2028 | ||||||
| Eduardo Maranhão | * | * | 70,500 | $8.97 | 2026 | 3,347 | 2025 |
| 100,000 | $19.70 | 2027 | 10,651 | 2026 | |||
| 200,000 | $33.50 | 2030 | 6,852 | 2027 | |||
| 2,527 | 2028 | ||||||
| Ragnar Nes | * | * | 33,500 | $19.70 | 2027 | 2,476 | 2026 |
| Director or Officer | Beneficial Ownership in<br>Common Shares | Share Options | Restricted Stock Units | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Number of shares | % | Number of<br>options | Exercise price | Expiry date | Number of RSUs (unvested) | Vesting Date | |
| 50,000 | $33.50 | 2030 | 1,508 | 2027 | |||
| 501 | 2028 | ||||||
| Morten Skjong | * | * | 25,000 | $19.70 | 2027 | 286 | 2025 |
| 60,000 | $33.50 | 2030 | 2,173 | 2026 | |||
| 1,705 | 2027 | ||||||
| 468 | 2028 | ||||||
| Federico Peterson | * | * | 50,000 | $23.13 | 2028 | 540 | 2026 |
| 50,000 | $33.50 | 2030 | 540 | 2027 | |||
| 540 | 2028 |
* Less than 1%.
(1) Included within this balance are 3,050,000 common shares which are owned by Drew Holdings Limited, a company controlled by Tor Olav Trøim.
(2) Included within this balance are 2,672,695 common shares which are owned by Stolt-Nielsen Ltd, a company controlled by Niels Stolt-Nielsen.
Our directors and executive officers have the same voting rights as all other holders of our common shares.
Share Based Payment Plan
Our Long Term Incentive Plan (the “LTIP”) was adopted by our board of directors, effective as of October 24, 2017. In August 2024, our board approved the first amendment to the LTIP. Under this amendment, the maximum aggregate number of common shares that may be delivered pursuant to any and all awards under the LTIP was increased from 3.0 million to 6.0 million, subject to adjustment due to recapitalization or reorganization as provided under the LTIP.
The purpose of the LTIP is primarily to provide a means through which we may attract, retain and motivate qualified persons as employees, directors and consultants. The LTIP provides for the grant of options and other awards as determined by the board of directors in its sole discretion.
As of March 17, 2025, 1.9 million of our authorized and unissued common shares were reserved for issuance as grants under our LTIP. For further detail on share options and restricted stock units please see note 26 “Share Capital and Share Based Compensation” of our consolidated financial statements included herein.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major shareholders
The following table presents certain information as of March 17, 2025 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares:
| Common Shares | ||
|---|---|---|
| Owner | Number | Percent(6) |
| Naria Inc (1) | 10,284,166 | 9.83% |
| Morgan Stanley (2) | 7,984,176 | 7.63% |
| Rubric Capital Management LP (3) | 7,710,211 | 7.37% |
| BlackRock Inc (4) | 5,682,329 | 5.43% |
| Millennium Management LLC (5) | 5,493,753 | 5.25% |
(1) Information derived from Schedule 13G of Naria Inc filed with the Commission on June 17, 2024.
(2) Information derived from Schedule 13G of Morgan Stanley filed with the Commission on November 7, 2024.
(3) Information derived from Schedule 13G/A of Rubric Capital Management LP filed with the Commission on February 13, 2025.
(4) Information derived from Schedule 13G of BlackRock Inc filed with the Commission on November 8, 2024.
(5) Information derived from Schedule 13G of Millennium Management LLC filed with the Commission on February 28, 2025.
(6) Based on a total of 104,622,476 issued and outstanding common shares as of March 17, 2025.
Our major shareholders have the same voting rights as all of our other common shareholders. To our knowledge, no corporation or foreign government owns more than 50% of our issued and outstanding common shares. We are not aware of any arrangements, the operation of which may, at a subsequent date, result in a change of control.
As of March 17, 2025, we had fifty-six common shareholders of record located in the United States. One of those shareholders was CEDE & CO., a nominee of The Depository Trust Company, which held in aggregate 104,613,537 common shares, representing 99.99% of our outstanding common shares. We believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in the United Sates and non-U.S. beneficial owners.
B. Related party transactions
There are no provisions in our Memorandum of Association or Bye-Laws regarding related party transactions. The Bermuda Companies Act of 1981 provides that a company, or one of its subsidiaries, may enter into a contract with an officer of the company, or an entity in which an officer has a material interest, if the officer notifies the directors of his or her interest in the contract or proposed contract.
The related party transactions that we were party to between January 1, 2024 and December 31, 2024 are described in note 28 “Related Party Transactions” of our consolidated financial statements included herein.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Financial Statements and Other Financial Information
See “Item 18. Financial Statements”
Legal proceedings and claims
We may, from time to time, be involved in various legal proceedings, claims, lawsuits and complaints that arise in the ordinary course of business. We will recognize a contingent liability in our consolidated financial statements if the contingency has occurred at the date of the financial statements, where we believe that the likelihood of a loss was probable and the amounts can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will provide the lower amount within the range. A contingent gain is only recognized when the amount is considered realized or realizable. Legal costs are expensed as incurred.
Dividend distribution policy
Our long-term objective is to pay a regular dividend in support of our main objective to provide significant returns to shareholders. The level of our dividends will be guided by current earnings, market prospects, capital expenditure requirements and investment opportunities.
Any future dividends declared will be at the discretion of our board of directors and will depend upon our financial condition, earnings and other factors, such as any restrictions in our financing arrangements. Our ability to declare dividends is also regulated by Bermuda law, which prohibits us from paying dividends if, at the time of distribution, we will not be able to pay our liabilities as they fall due or the value of our assets is less than the sum of our liabilities, issued share capital and share premium.
In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and equity method investments through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and equity method investments distributing to us their earnings and cash flows. Some of our loan agreements limit or prohibit our ability to make distributions without the consent of our lenders.
After the reinstatement of our quarterly dividend in 2023 of $0.25 per share, our board of directors declared quarterly dividends in May 2023, August 2023, and November 2023 in the aggregate amount of $79.4 million.
During the year ended December 31, 2024, our board of directors declared quarterly dividends in February 2024, May 2024, August 2024 and November 2024 of an aggregate amount of $104.1 million.
B. Significant Changes
Significant changes since the date of our consolidated financial statements are discussed on Item 5. “Operating and Financial Review and Prospects” and further disclosed in note 30 “Subsequent Events” of our consolidated financial statements included herein.
ITEM 9. THE OFFER AND LISTING
A. Offer and listing details
Not applicable.
C. Markets
Our common shares have traded on the Nasdaq since December 12, 2002, under the symbol “GLNG”.
In March 2022, we listed our 2021 Unsecured Bonds on the Oslo Børs, trading under the International Securities Identification Number NO0011123432.
In March 2025, we listed our 2024 Unsecured Bonds on the Oslo Børs, trading under the International Securities Identification Number NO0013331223.
ITEM 10. ADDITIONAL INFORMATION
This section summarizes our share capital and the material provisions of our Memorandum of Association and Bye-Laws, including rights of holders of our common shares. The description is only a summary and does not describe everything that our Memorandum of Association and Bye-laws contain. Our Memorandum of Association and the Bye-Laws have previously been filed as Exhibits 1.1 and 1.2, respectively, to our Registration Statement on Form 20-F (File No. 000-50113), filed with the Commission on November 27, 2002, and are hereby incorporated by reference into this Annual Report.
At our 2013 Annual General Meeting, our shareholders voted to amend our Bye-laws to ensure conformity with revisions to the Bermuda Companies Act of 1981, as amended. We adopted these amended Bye-laws of the Company on September 20, 2013, and they were filed with the Commission on July 1, 2014, and are hereby incorporated by reference into this Annual Report (Exhibit 1.2).
At our 2020 Annual General Meeting, our shareholders voted to further amend our Bye-laws to change the quorum necessary for the transaction of the company business. We adopted these amended Bye-laws of the Company on September 24, 2020, and they were filed with the Commission on November 30, 2020, and are hereby incorporated by reference into this Annual Report (Exhibit 1.3).
A. Share capital
Not applicable.
B. Memorandum of Association and Bye-laws
The object of our business, as stated in Section 6 of our Memorandum of Association, is to engage in any lawful act or activity for which companies may be organized under the Companies Act 1981 of Bermuda, or the “Companies Act”, other than to issue insurance or re-insurance, to act as a technical advisor to any other enterprise or business or to carry on the business of a mutual fund. Our Memorandum of Association and Bye-laws do not impose any limitations on the ownership rights of our shareholders.
Shareholder Meetings. Under our Bye-laws, annual shareholder meetings will be held in accordance with the Companies Act at a time and place selected by our board of directors in Bermuda or any such other location, but not in the United Kingdom or in a Combating the Financing of Terrorism Jurisdiction. The quorum at any annual or general meeting is at least two shareholders, either present in person or represented by proxy and entitled to vote (whatever the number of shares held by them). Special meetings may be called at the discretion of the board of directors and at the request of shareholders holding at least one-tenth of all outstanding shares entitled to vote at a meeting. Annual shareholder meetings and special meetings must be called by not less than seven days’ prior written notice specifying the place, day and time of the meeting. The board of directors may fix any date as the record date for determining those shareholders eligible to receive notice of and to vote at the meeting.
The Companies Act provides that a company must have a general meeting of its shareholders in each calendar year. The Companies Act does not impose any general requirements regarding the number of voting shares which must be present or represented at a general meeting in order for the business transacted at the general meeting to be valid. The Companies Act generally leaves the quorum for shareholder meetings to the company to determine in its Bye-laws. The Companies Act specifically imposes special quorum requirements where the shareholders are being asked to approve the modification of rights attaching to a particular class of shares (33.33%) or an amalgamation or merger transaction (33.33%) unless in either case the Bye-laws provide otherwise. The Company’s Bye-laws do not provide for a quorum requirement other than at least two members being present in person or by proxy and entitled to vote (whatever the number of shares held by them).
There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.
The key powers of our shareholders include the power to alter the terms of the Company’s Memorandum of Association and to approve and thereby make effective any alterations to the Company’s Bye-laws made by the directors. Dissenting shareholders holding 20% of the Company’s shares may apply to the Court to annul or vary an alteration to the Company’s Memorandum of Association. A majority vote against an alteration to the Company’s Bye-laws made by the directors will prevent the alteration from becoming effective. Other key powers are to approve the alteration of the Company’s capital including a reduction in share capital, to approve the removal of a director, to resolve that the Company be wound up or discontinued from Bermuda to another jurisdiction or to enter into an amalgamation or winding-up. Under the Companies Act, all of the foregoing corporate actions require approval by an ordinary resolution (a simple majority of votes cast), except in the case of an amalgamation or merger transaction, which requires approval by 75% of the votes cast unless the Bye-Laws provide otherwise. The Company’s Bye-laws only require an ordinary resolution to approve an amalgamation. In addition, the Company’s Bye-laws confer express power on the board to reduce its issued share capital selectively with the authority of an ordinary resolution.
The Companies Act provides shareholders holding 10% of the Company’s voting shares the ability to request that the board of directors shall convene a meeting of shareholders to consider any business which the shareholders wish to be discussed by the shareholders including (as noted below) the removal of any director. However, the shareholders are not permitted to pass any resolutions relating to the management of the Company’s business affairs unless there is a pre-existing provision in the Company’s Bye-laws which confers such rights on the shareholders. Subject to compliance with the time limits prescribed by the Companies Act, shareholders holding 20% of the voting shares (or alternatively, 100 shareholders) may also require the directors to circulate a written statement not exceeding 1,000 words relating to any resolution or other matter proposed to be put before, or dealt with at, the annual general meeting of the Company.
Majority shareholders do not generally owe any duties to other shareholders to refrain from exercising all of the votes attached to their shares. There are no deadlines in the Companies Act relating to the time when votes must be exercised.
The Companies Act provides that a company shall not be bound to take notice of any trust or other interest in its shares. There is a presumption that all the rights attaching to shares are held by, and are exercisable by, the registered holder, by virtue of being registered as a member of the company. The company’s relationship is with the registered holder of its shares. If the registered holder of the shares holds the shares for someone else (the beneficial owner) then if the beneficial owner is entitled to the shares, the beneficial owner may give instructions to the registered holder on how to vote the shares. The Companies Act provides that the registered holder may appoint more than one proxy to attend a shareholder meeting, and consequently, where rights to shares are held in a chain, the registered holder may appoint the beneficial owner as the registered holder’s proxy.
Directors. The Companies Act provides that the directors shall be elected or appointed by the shareholders. A director may be elected by a simple majority vote of shareholders, at a meeting where more than two shareholders are present in person or by proxy and entitled to vote (whatever the number of shares held by them). There are no provisions for cumulative voting in the Companies Act or the Bye-laws, and the Company’s Bye-laws do not contain any super-majority voting requirements. The appointment and removal of directors is covered by Bye-laws 86, 87 and 88.
There are procedures for the removal of one or more of the directors by the shareholders before the expiration of his term of office. Shareholders holding 10% or more of the voting shares of the Company may require the board of directors to convene a shareholder meeting to consider a resolution for the removal of a director. At least 14 days’ written notice of a resolution to remove a director must be given to the director affected, and that director must be permitted to speak at the shareholder meeting at which the resolution for his removal is considered by the shareholders.
The Companies Act stipulates that an undischarged bankruptcy of a director (in any country) shall prohibit that director from acting as a director, directly or indirectly, and taking part in or being concerned with the management of a company, except with leave of the court. The Company’s Bye-Law 89 is more restrictive in that it stipulates that the office of a director shall be vacated upon the happening of any of the following events (in addition to the director’s resignation or removal from office by the shareholders):
•If he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that he shall be removed from office;
•If he becomes bankrupt or compounds with his creditors;
•If he is prohibited by law from being a director; or
•If he ceases to be a director by virtue of the Companies Act.
Under the Company’s Bye-laws, the minimum number of directors comprising the board of directors at any time shall be two. The board of directors currently consists of seven directors. The quorum necessary for the transaction of business of the board may be fixed by the board and shall constitute a majority of the board, provided that a majority of directors present are neither resident or physically located in the United Kingdom or in a Combating the Financing of Terrorism Jurisdiction. The minimum and maximum number of directors comprising the board of directors from time to time shall be determined by way of an ordinary resolution of the shareholders of the Company. The shareholders may, at the annual general meeting by ordinary resolution, determine that one or more vacancies in the board of directors be deemed casual vacancies. The board of directors, so long as a quorum remains in office, shall have the power to fill such casual vacancies. Each director will hold office until the next annual general meeting or until his successor is appointed or elected. The shareholders may call a Special General Meeting for the purpose of removing a director, provided notice is served upon the concerned director 14 days prior to the meeting and he is entitled to be heard. Any vacancy created by such a removal may be filled at the meeting by the election of another person by the shareholders or in the absence of such election, by the board of directors.
Subject to the provisions of the Companies Act, a director of a company may, notwithstanding his office, be a party to or be otherwise interested in any transaction or arrangement with that company, and may act as director, officer, or employee of any party to a transaction in which the company is interested. Under our Bye-Law 92, provided an interested director declares the nature of his or her interest immediately or thereafter at a meeting of the board of directors, or by writing to the directors as required by the Companies Act, a director shall not by reason of his office be held accountable for any benefit derived from any outside office or employment. The vote of an interested director, provided he or she has complied with the provisions of the Companies Act and our Bye-Laws with regard to disclosure of his or her interest, shall be counted for purposes of determining the existence of a quorum.
The Company’s Bye-law 94 provides the board of directors with the authority to exercise all of the powers of the Company to borrow money and to mortgage or charge all or any part of our property and assets as collateral security for any debt, liability or obligation. The Company’s directors are not required to retire because of their age, and the directors are not required to be holders of the Company’s common shares. Directors serve for a one-year term, and shall serve until re-elected or until their successors are appointed at the next annual general meeting. The Company’s Bye-laws provide that no director, alternate director, officer or member of a committee, if any, resident representative, or his heirs, executors or administrators, whom we refer to collectively as an indemnitee, is liable for the acts, receipts, neglects or defaults of any other such person or any person involved in our formation, or for any loss or expense incurred by us through the insufficiency or deficiency of title to any property acquired by us, or for the insufficiency or deficiency of any security in or upon which any of our monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any monies, securities, or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of his duties, or supposed duties, to us or otherwise in relation thereto. Each indemnitee will be indemnified and held harmless out of our funds to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, alternate director, officer, committee member or resident representative (or in his reasonable belief that he is acting as any of the above). In addition, each indemnitee shall be indemnified against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee’s favor, or in which he is acquitted or in connection with any application under the Companies Act in which relief from liability is granted to him by the court. The Company is authorized to purchase insurance to cover any liability it may incur under the indemnification provisions of its Bye-laws. The indemnity provisions are covered by Bye-laws 138 through 146.
Dividends. Holders of common shares are entitled to receive dividend and distribution payments, pro rata based on the number of common shares held, when, as and if declared by the board of directors, in its sole discretion. Any future dividends declared will be at the discretion of the board of directors and will depend upon our financial condition, earnings and other factors.
As a Bermuda exempted company, we are subject to Bermuda law relating to the payment of dividends. We may not pay any dividends if, at the time the dividend is declared or at the time the dividend is paid, there are reasonable grounds for believing that, after giving effect to that payment;
•we will not be able to pay our liabilities as they fall due; or
•the realizable value of our assets is less than our liabilities.
In addition, since we are a holding company with no material assets, and conduct our operations through subsidiaries and our affiliates, our ability to pay any dividends to shareholders will depend on our subsidiaries’ and affiliates distributing their earnings and cash flow to us.
Share repurchases and preemptive rights. Subject to certain balance sheet restrictions, the Companies Act permits a company to purchase its own shares if it is able to do so without becoming cash flow insolvent as a result. The restrictions are that the par value of the share must be charged against the company’s issued share capital account or a company fund which is available for dividend or distribution or be paid for out of the proceeds of a fresh issue of shares. Any premium paid on the repurchase of shares must be charged to the company’s current share premium account or charged to a company fund which is available for dividend or distribution. The Companies Act does not impose any requirement that the directors shall make a general offer to all shareholders to purchase their shares pro rata to their respective shareholdings. The Company’s Bye-Laws do not contain any specific rules regarding the procedures to be followed by the Company when purchasing its own shares, and consequently the primary source of the Company’s obligations to shareholders when the Company tenders for its shares will be the rules of the listing exchanges on which the Company’s shares are listed. The Company’s power to purchase its own shares is covered by Bye-laws 9, 10 and 11.
The Companies Act does not confer any rights of pre-emption on shareholders when a company issues further shares, and no such rights of pre-emption are implied as a matter of common law. The Company’s Bye-Laws do not confer any rights of pre-emption. Bye-Law 8 specifically provides that the issuance of more shares ranking pari passu with the shares in issue shall not constitute a variation of class rights, unless the rights attached to shares in issue state that the issuance of further shares shall constitute a variation of class rights. Bye-Law 12 confers on the directors the right to dispose of any number of unissued shares forming part of the authorized share capital of the Company without any requirement for shareholder approval. The Company’s power to issue shares is covered by Bye-laws 12, 13, 14, and 15.
Liquidation. In the event of our liquidation, dissolution or winding-up, the holders of common shares are entitled to share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.
C. Material contracts
The following is a list of each material contract, other than material contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual Report.
1.Bermuda Tax Assurance, dated May 23, 2011.
2.Memorandum of Agreement, dated September 9, 2015, by and between Golar Hilli Corporation and Fortune Lianjiang Shipping S.A.
3.Bareboat charter by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015.
4.Additional Clauses to the Bareboat Charter Party dated September 9, 2015 between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
5.Common Terms Agreements, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A., dated September 9, 2015.
6.Amendment Agreement to Common Terms dated 5 July 2023, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
7.Supplemental Agreement to Amendment to Common Terms dated September 18, 2023, by and between Golar Hilli Corp. and Fortune Lianjiang Shipping S.A.
8.Purchase and Sale Agreement, dated August 15, 2017, by and among Golar LNG Limited, KS Investments Pte. Ltd., Black & Veatch International Company and Golar Partners Operating LLC.
9.2017 Long-Term Incentive Plan.
10.First amendment to the Long-Term Incentive Plan
11.Liquefaction Tolling Agreement, dated November 29, 2017, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
12.First Amendment to Liquefaction Tolling Agreement, dated November 15, 2019, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
13.Second Amendment to Liquefaction Tolling Agreement, dated March 23, 2021, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
14.Third Amendment to Liquefaction Tolling Agreement, dated July 22, 2021, between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
15.Fourth Amendment to Liquefaction Tolling Agreement dated April 20, 2023, by and between Société Nationale des Hydrocarbures, Perenco Cameroon SA, Golar Hilli Corporation and Golar Cameroon SASU.
16.Amendment Agreement, dated March 23, 2018, relating to the Purchase and Sale Agreement by and between Golar LNG Partners LP, Golar LNG Limited, KS Investments Pte. Ltd. and Black & Veatch International Company.
17.Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, dated July 12, 2018.
18.Amended and Restated Limited Liability Company Agreement of Golar Hilli LLC, dated as of April 15, 2021, by and among Golar LNG Limited, Golar Partners Operating LLC, KSI Investments Pte. Ltd. and Black & Veatch International Corporation.
19.Golar LNG Partners LP Guarantee Agreement, dated as of July 12, 2018.
20.Lease and Operate Agreement, dated February 26, 2019, by and between Gimi MS Corporation and BP Mauritania Investments Limited.
21.Amended and Restated Deed relating to the Lease and Operate Agreement dated February 26, 2019, by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Offshore & Marine Limited, BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated September 3, 2021.
22.Amended Deed relating to the Lease and Operate Agreement dated February 26, 2019 as amended and restated on September 3, 2021, by and between Gimi MS Corporation, Golar MS Operator S.A.R.L., BP Mauritania Investments Limited, Golar LNG Limited, Keppel Management Ltd., BP Exploration Operating Company Limited, Kosmos Energy Limited and BP Senegal Investments Limited, dated August 3, 2024.
23.$700 million facility agreement dated October 24, 2019, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
24.First supplemental agreement to $700 million facility dated January 19, 2021, by and among Gimi MS Corporation, Golar LNG Limited, Gimi Holding Company Limited and ING Bank N.V.
25.Second supplemental agreement to $700 million facility agreement dated March 2, 2021, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
26.Third supplemental agreement to $700 million facility agreement dated February 17, 2023, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
27.Amendment to $700 million facility agreement dated July 7, 2023, by and between Gimi MS Corporation, ABN Amro Bank N.V., Clifford Capital Pte. Ltd., ING Bank N.V. and Natixis.
28.Omnibus Agreement (Hygo), dated as of April 15, 2021, by and among Golar LNG Limited, certain direct and indirect subsidiaries of Golar LNG Limited party thereto and New Fortress Energy Inc.
29.Shareholders’ Agreement, dated as of April 15, 2021, by and among New Fortress Energy Inc., Golar LNG Limited and Stonepeak Infrastructure Fund II Cayman (G) Ltd.
30.$300 million unsecured Norwegian Bond dated March 11, 2022, by and between Golar LNG Limited, DNB Bank ASA, Danske Bank A/S, Pareto Securities AS and Nordea Bank Abp.
31.Amendment to $300 million unsecured Norwegian Bond dated May 25, 2023, by and between Golar LNG Limited and Nordic Trustee AS.
32.$500 million unsecured Norwegian Bond dated March 13, 2025, by and between Golar LNG Limited, DNB Bank ASA, Pareto Securities AS, Clarksons Securities AS and Fearnley Securities AS.
33.Share purchase agreement dated June 30, 2022 by and between Golar Management (Bermuda) Limited and Cool Company Ltd.
34.Administrative services agreement dated June 30, 2022 by and between Golar Management Ltd and Cool Company Management Ltd.
35.Share purchase agreement dated May 31, 2022 by and between Golar LNG Limited and Asset Company 11 S.R.L.
36.MK II EPC Conversion Contract dated September 17, 2024 by and between Golar MK II Corporation and Yantai CIMC Raffles Offshore Ltd.
For a further discussion of these contracts and the related transactions, please refer to “Item 4. Information on the Company-A. History and Development of the Company,” “Item 4. Information on the Company-B. Business Overview,” “Item 5. Operating
and Financial Review and Prospects A. Operating Results,” “Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources,” “Item 6. Directors, Senior Management and Employees E. Share Ownership,” “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions” and “Item 10. Additional Information-E. Taxation.” Other than as discussed in this Annual Report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we or any of our subsidiaries are a party.
D. Exchange Controls
The Bermuda Monetary Authority, or the “BMA”, must give permission for all issuances and transfers of securities of a Bermuda exempted company, unless the proposed transaction is exempted by the BMA’s written general permissions, pursuant to the provision of the Exchange Control Act 1972 and related regulations. We have received a general permission from the BMA to issue any unissued common shares, and for the free transferability of the common shares as long as our common shares are listed on approved stock exchanges such as Nasdaq. Our common shares may therefore be freely transferred among persons who are residents or non-residents of Bermuda.
Although we are incorporated in Bermuda, we are classified as non-resident of Bermuda for exchange control purposes by the BMA. Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on our ability to transfer funds into or out of Bermuda to pay dividends to U.S. residents who are holders of our common shares or other non-resident holders of our common shares in currency other than Bermuda Dollars.
E. Taxation
Material U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax considerations relevant to the U.S. federal income taxation of certain of our operating income and a U.S. Holder, as defined below, of our common shares. This discussion does not purport to deal with the tax consequences of owning our common shares applicable to all categories of investors, some of which (such as banks, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt or governmental organizations, tax-qualified retirement plans, insurance companies, persons holding our common shares as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction, traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes, persons liable for alternative minimum tax, entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes or holder of interests therein, dealers in securities or currencies, U.S. Holders whose functional currency is not the U.S. dollar, persons deemed to sell our common shares under the constructive sale provisions of the Code, persons that acquired our common shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement,” persons subject to the “base-erosion and anti-avoidance” tax and investors that own, actually or under applicable constructive ownership rules, 10% or more (by vote or value) of our shares of common shares) may be subject to special rules. This discussion addresses U.S. Holders who hold our common shares as a capital asset (generally, property held for investment). You are encouraged to consult with, and rely solely upon, your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law with respect to the ownership of our common shares. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Department regulations promulgated thereunder (“Treasury Regulations”), administrative rulings, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretation, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the U.S. IRS with respect to the statements made and the positions and conclusions described in the following summary. There can be no assurance that the U.S. IRS or a court will agree with any of such statements, positions, or conclusions.
Taxation of Operating Income
U.S. Taxation of our Company
Gross income that is attributable to transportation that either begins or ends, but that does not both begin and end, in the United States generally will be considered to be 50% derived from sources within the United States (“U.S. Source International Transportation Income”) and may be subject to U.S. federal income tax as described below. Gross income attributable to transportation that both begins and ends in the United States (“Domestic Transportation Income”) generally will be considered to be 100% derived from sources within the United States. We are not permitted by law to engage in transportation that gives rise to Domestic Transportation Income. Gross income attributable to transportation exclusively between non-U.S. destinations generally will be considered to be 100% derived from sources outside of the United States and generally will not be subject to U.S. federal income tax. Certain of our activities give rise to U.S. Source International Transportation Income, which could be subject to U.S. federal income taxation, in the manner discussed below, unless the exemption from U.S. taxation under Section 883 of the Code (the “Section 883 Exemption”) applies.
Section 883 Exemption
We and each of our subsidiaries generating transportation income, generally, will be eligible for the Section 883 Exemption and exempt from U.S. federal income taxation on our U.S. Source International Transportation Income if the following three conditions are met:
•we and each of our subsidiaries that earns U.S. Source International Transportation Income is organized in a jurisdiction outside the United States that grants an equivalent exemption from tax to corporations organized in the United States with respect to the types of U.S. Source International Transportation Income that we earn (or an equivalent exemption) (the “Country of Organization Requirement”);
•we satisfy either the Qualified Shareholder Stock Ownership Test or the Publicly Traded Test (each as defined below); and
•we meet certain substantiation, reporting and other requirements.
The U.S. Treasury Department has recognized (i) Bermuda, our country of incorporation, and (ii) the country of incorporation of each of our subsidiaries that earn U.S. Source International Transportation Income as foreign countries that satisfy the requirements set forth in the first bullet above. Accordingly, we believe that we and such subsidiary satisfy the Country of Organization Requirement.
In general, the Section 883 Exemption is not available to a corporation resident in a foreign country if 50% or more of the value of the stock of such corporation is owned by individuals who are not residents of such foreign country or another foreign country meeting the requirements of Section 883 of the Code (the “Qualified Shareholder Stock Ownership Test”). Due to the public nature of our shareholdings, we do not believe that we will be able to substantiate that we satisfy the Qualified Shareholder Stock Ownership Test. However, as described below, we believe that we will be able to satisfy the Publicly Traded Test (as defined below).
A foreign corporation that does not satisfy the Qualified Shareholder Stock Ownership Test may be eligible for the Section 883 Exemption if the stock of such corporation is primarily and regularly traded on an established securities market in such foreign country, in another foreign country meeting the requirements of Section 883, or in the United States (the “Publicly Traded Test”). Under the Treasury Regulations to Section 883, the stock of a foreign corporation will be considered to be “primarily traded” on an “established securities market” in a country if the number of shares of each class of stock that are traded during any taxable year on “established securities markets” in that country exceeds the number of shares in each such class that are traded during that year on “established securities markets” in any other single country. During 2024, we believe that our stock was “primarily traded” on the Nasdaq, which we believe constitutes an “established securities market” in the United States.
Under the Treasury Regulations to Section 883, our common shares will be considered to be “regularly traded” on an “established securities market” if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on such established securities market (such requirement, the “Listing Requirement”). As our common shares are listed on the Nasdaq, we believe that we will satisfy the Listing Requirement.
The Treasury Regulations to Section 883 further require that with respect to each class of stock relied upon in satisfying the Listing Requirement: (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year (the “Trading Frequency Test”); and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year (the “Trading Volume Test”). We believe that our common shares satisfied the Trading Frequency Test and the Trading Volume Test in 2024. Even if this were not the case, the Treasury Regulations provide that the Trading Frequency Test and the Trading Volume Test will be deemed satisfied by a class of stock if, as we expect to be the case with our common shares, such class of stock is traded on an “established securities market” in the United States and such class of stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations to Section 883 provide, subject to certain exceptions, that our common shares will not be considered to be regularly traded on an established securities market with respect to any taxable year in which 50% or more of our outstanding common shares, by vote and value, are owned, for more than half the days of the taxable year, by persons who each own 5% or more of the vote and value of our outstanding common shares (the “5% Override Rule”).
Based on our public shareholdings for 2024, we do not believe that we were subject to the 5% Override Rule for our 2024 taxable year. Therefore, we believe that we satisfied the Publicly Traded Test for our 2024 taxable year and, as a result, that we and our subsidiaries that currently generate U.S. Source International Transportation Income are eligible for the Section 883 Exemption with respect to our U.S. Source International Transportation Income. This expectation is based upon factual matters that are subject to change and, in some cases, are not within our control. To the extent that we become subject to the 5% Override Rule in future years (as a result of changes in the ownership of our common shares), we may not be eligible for the Section 883 Exemption unless we can substantiate that we qualify for Qualified Shareholder Stock Ownership Test (described above).
If we were not eligible for the Section 883 Exemption, our U.S. source shipping income would be subject to U.S. federal income tax as described in more detail below.
Taxation in Absence of Exemption Under Section 883 of the Code
To the extent the Section 883 Exemption is unavailable and our U.S. Source International Transportation Income is not considered to be “effectively connected” with the conduct of a U.S. trade or business, such U.S. Source International Transportation Income will generally be subject to a 4% U.S. federal income tax imposed by Section 887 of the Code on a gross basis, without allowance for deductions. Since under the sourcing rules described above, we expect that no more than 50% of the shipping income earned by us or our subsidiaries that generate shipping income will be derived from U.S. sources, we expect that the maximum effective rate of U.S. federal income tax on such gross shipping income should not exceed 2%.
To the extent the Section 883 Exemption is unavailable and our U.S. Source International Transportation Income is considered to be “effectively connected” with the conduct of a U.S. trade or business (as described below), any such “effectively connected” income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at a rate of 21%. In addition, we may be subject to the 30% U.S. “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.
Our U.S. source shipping income would be considered effectively connected with the conduct of a U.S. trade or business only if:
•we had, or were considered to have, a fixed place of business in the United States involved in the earning of our U.S. Source International Transportation Income; and
•substantially all of our U.S. Source International Transportation Income was attributable to regularly scheduled transportation, such as the operation of a ship that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
We believe that our operations will not give rise to these conditions because we do not intend to have, or permit circumstances that would result in having, such a fixed place of business in the United States or any ship sailing to or from the United States on a regularly scheduled basis.
Gain on Sale of Vessels
If we and our subsidiaries that generate U.S. Source International Transportation Income qualify for the Section 883 Exemption in respect of our U.S. Source International Transportation Income, the gain on the sale of any vessel earning such U.S. Source International Transportation Income should likewise be exempt from U.S. federal income tax. Even if we and our subsidiaries are unable to qualify for the Section 883 Exemption and we, as the seller of such vessel, are considered to be engaged in the conduct of a U.S. trade or business, gain on the sale of such vessel may not be subject to U.S. federal income tax in certain circumstances. To the extent possible, we intend to structure sales of our vessels in a manner that would not be subject to U.S. federal income tax.
U.S. Taxation of U.S. Holders
The term “U.S. Holder” means a beneficial owner of our common shares that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created, organized, or treated as organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust, or which has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.
If a partnership (including an entity or an arrangement treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. If you are a partner in a partnership holding our common shares, you are urged to consult with, and rely solely upon, your tax advisor.
Distributions with Respect to Common Shares
Any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Dividends paid on our common shares to a U.S. Holder who is an individual, trust, or estate (a “United States Individual Holder”) generally will be treated as “qualified dividend income” that is taxable to such United States Individual Holders at preferential tax rates provided that (i) our common shares are readily tradable on an established securities market in the United States (such as the Nasdaq); (ii) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under the heading “Passive Foreign Investment Company”); and (iii) the United States Individual Holder owns the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. However, there is no assurance that any dividends paid by us will be eligible for these preferential tax rates in the hands of United States Individual Holder. Any dividends paid by us, which are not eligible for these preferential tax rates, will be taxed as ordinary income to a United States Individual Holder. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Dividends paid on our common shares generally will be income from sources outside the United States and will generally constitute “passive category income” or, in the case of certain U.S. Holders, “general category income” for U.S. foreign tax credit limitation purposes. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its common shares, on a dollar-for-dollar basis, and thereafter as a taxable capital gain.
Sale, Exchange or other Disposition of Our Common Shares
Subject to the discussion below under the heading “Passive Foreign Investment Company,” a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in the common shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in such common shares is greater than one year at the time of the sale, exchange or other disposition. Otherwise, such gain or loss will be treated as short-term capital gain or loss. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations. A U.S. Holder’s gain or loss will generally be treated (subject to certain exceptions) as gain or loss from source within the United States for U.S. foreign tax credit limitation purposes.
Passive Foreign Investment Company
Adverse U.S. federal income tax rules apply to a U.S. Holder that holds shares in a foreign corporation classified as a “passive foreign investment company” (or “PFIC”) for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder in any taxable year in which, after applying certain look-through rules, either:
•at least 75% of our gross income for such taxable year is “passive income” (e.g., dividends, interest, capital gains, and rents derived other than in the active conduct of a rental business); or
•the average percentage by value of our assets during such taxable year that produce or are held for the production of passive income is at least 50%.
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of (i) any of our subsidiary corporations in which we own 25% or more of the value of the subsidiary’s stock and (ii) any partnership in which we either own 25% or more of the equity interests (by value) or satisfy an “active partner” test and do not elect out of “look through” treatment for the partnership. To date, we and our subsidiaries have derived most of our income from the LTA for FLNG Hilli, as well as time and voyage charters for our legacy shipping operations. We believe this income should be treated as services income, and not as “passive income” for PFIC purposes. While there is substantial legal authority supporting our conclusions, including U.S. IRS pronouncements concerning the characterization of income derived from time charters as services income, there is also authority that characterizes such time charter income as rental income rather than services income for other tax purposes.
Based on the foregoing, we believe that we were not a PFIC with respect to our 2024 taxable year or any prior taxable year. However, the U.S. IRS or a court could disagree with our position. Because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because there is no controlling authority for determining whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for the current year or any future taxable year.
If we were a PFIC for any taxable year, U.S. Holders would face adverse U.S. tax consequences and certain information reporting requirements regardless of whether we remain a PFIC in subsequent years. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure you that the nature of our assets, income, and operations will not change, or that we can avoid being treated as a PFIC for any taxable year. Furthermore, the PFIC rules may change, which could result in us being treated as a PFIC in the future as a result of such change in law.
If we were treated as a PFIC for any taxable year, a U.S. Holder who does not make either a “mark-to-market” election or a “qualified electing fund” election (both described below) for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares) and (ii) any gain realized on the sale, exchange, or other disposition of our common shares. Under these special rules:
•the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;
•the amount allocated to the current taxable year or to any portion of the U.S. Holder’s holding period prior to the first taxable year for which we were a PFIC would be taxed as ordinary income; and
•the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
If we were treated as a PFIC for any taxable year, a U.S. Holder that owns our common shares would be required to file an annual information return with the IRS reflecting such ownership, regardless of whether a mark-to-market election or a qualified electing fund election had been made.
If we become a PFIC and, provided that, as we anticipate, our common shares are treated as “marketable stock,” a U.S. Holder may make a “mark-to-market” election with respect to our common shares, provided the U.S. Holder completes and files the applicable U.S.IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. Under this mark-to-market election, any excess of the fair market value of the common shares at the close of any tax year over the U.S. Holder’s adjusted tax basis in the common shares is included in the U.S. Holder’s income as ordinary income. In addition, the excess, if any, of the U.S. Holder’s adjusted tax basis at the close of any taxable year over the fair market value of the common shares is permitted as an ordinary loss in an amount equal to the lesser of the amount of such excess or the net “mark-to-market” amount that the U.S. Holder included in income in previous years. Gain realized on the sale, exchange, or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange, or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market amount previously included in income by the U.S. Holder. If a U.S. Holder makes a “mark-to-market” election after the beginning of its holding period of our common shares, the U.S. Holder does not avoid the PFIC rules described above with respect to the inclusion of ordinary income, and the imposition of interest thereon, attributable to periods before the election.
In some circumstances, a shareholder in a PFIC may avoid the adverse tax consequences of the PFIC rules by making a qualified electing fund election. A U.S. Holder would make a qualified electing fund election with respect to any year that we are treated as a PFIC by filing one copy of U.S. IRS Form 8621 with its U.S. federal income tax return and a second copy in accordance with the instructions to such form. However, a U.S. Holder cannot make a qualified electing fund election with respect to us unless such U.S. Holder complies with certain reporting requirements. We do not intend to provide the information necessary to meet such reporting requirements.
U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Shares
For purposes of this discussion, a beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder”. It is assumed for purposes of this section that the Non-U.S. Holder (i) is not engaged in the conduct of a United States trade or business and (ii) (a) if an individual, is not treated as a U.S. resident pursuant to the substantial presence test (generally treating a non-resident individual alien as a resident if such person is present in the United States for more than a weighted sum of 183 days during a three-year period and the non-resident alien is present for at least 31 days in the current year) and is not present in the United States for 183 days or more in the taxable year of disposition of common shares or (b) if not a natural person, has not made any election to subject itself to, or is otherwise subject to, U.S. federal income taxation on a net basis.
Subject to the discussion below regarding backup withholding and information reporting, a Non-U.S. Holder will generally not be subject to U.S. federal income tax as a result of the ownership, sale or other disposition of our common shares.
Backup Withholding and Information Reporting
In general, payments to a non-corporate U.S. Holder of distributions or proceeds of a disposition of common shares will be subject to information reporting requirements. Such payments also may be subject to “backup withholding” if the non-corporate U.S. Holder:
•fails to provide an accurate taxpayer identification number;
•is notified by the U.S.IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or
•in certain circumstances, fails to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on the appropriate U.S. IRS Form W-8. If a shareholder sells our common shares to or through a U.S. office or broker, the payment of the proceeds is subject to both U.S. information reporting and “backup withholding” unless the shareholder establishes an exemption. If the shareholder sells our common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to the shareholder outside the United States, then information reporting and “backup withholding” generally will not apply to that payment. However, U.S. information reporting requirements, but not “backup withholding,” will apply to a payment of sales proceeds, including a payment made to a shareholder outside the United States, if the shareholder sells the common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.
Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under “backup withholding” rules that exceed such taxpayer’s U.S. federal income tax liability by filing a refund claim with the U.S. IRS, provided that the required information is timely furnished to the U.S. IRS.
Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file U.S. IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets, our common shares, unless the common shares were held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file U.S. IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of U.S. IRS Form 8938 is required may not close until three years after the date on which U.S. IRS Form 8938 is filed. U.S. Holders (including U.S. entities) and non-U.S. Holders are encouraged to consult with, and rely solely upon, their own tax advisors regarding their reporting obligations under Section 6038D of the Code.
Bermuda Taxation
The following is a discussion of certain Bermuda tax considerations. On December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the “CIT Act”), which became effective on January 1, 2025. Entities subject to tax under the CIT Act are the Bermuda organized entities and businesses that are constituent parts of multinational groups. A multinational group is defined under the CIT Act as a group with entities in more than one jurisdiction with consolidated revenues of at least EUR 750 million
(approximately $777 million) for two out of the last four fiscal years. If Bermuda organized entities and businesses that are constituent parts of a multinational group are subject to tax under the CIT Act, for taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax, as determined in accordance with and subject to the adjustments set out in the CIT Act (including adjustments in respect of foreign tax credits applicable to the Bermuda organized entities and businesses). Based on a number of operational, economic and regulatory assumptions with respect to the current year, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in 2025.
The Minister of Finance in Bermuda has granted us a tax exempt status until March 31, 2035, under which no income taxes or other taxes (other than duty on goods imported into Bermuda and payroll tax in respect of any Bermuda-resident employees) are payable by us in Bermuda. While we have such tax assurance under the Exempted Undertakings Tax Protection Act 1966 (the “EUTP Act”), the CIT Act applies notwithstanding any assurance given pursuant to the EUTP Act.
We will monitor developments with respect to the administration of the CIT Act by the Bermuda authorities. To the extent our consolidated revenue is sufficient for us to be within the CIT Act thresholds in the future, we may be subject to taxation in Bermuda.
F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
We will file reports and other information with the Commission. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with it.
I. Subsidiary Information
Not applicable.
J. Annual report to security holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including interest rate, commodity price and foreign currency exchange risks. We enter into a variety of derivative instruments and contracts to maintain the desired level of exposure arising from these risks. Our policy is to hedge our exposure to risks, when possible, within boundaries deemed appropriate by management.
A discussion of our accounting policies for derivative financial instruments is included in note 2 “Basis of Preparation and Significant Accounting Policies” of our consolidated financial statements included herein. Further information on our exposure to various market risks arising on our financial instruments is included in note 27 “Financial Instruments” of our consolidated financial statements included herein. The following analysis provides quantitative information regarding our exposure to foreign currency exchange rate risk, interest rate risk and commodity price risk. There are certain shortcomings inherent in the sensitivity analysis presented, primarily due to the assumption that exchange rates change in a parallel fashion and that interest rates change instantaneously.
Interest rate risk. A significant portion of our long-term debt obligation is subject to adverse movements in interest rates. We enter into economic hedge agreements in order to reduce the risk associated with adverse fluctuations in interest rates. Interest rate swaps are used to convert floating rate debt obligations to a fixed rate in order to achieve an overall desired position of fixed and floating rate debt to manage our exposure to adverse movements in interest rates. Credit exposures are monitored on a counterparty basis, with all new transactions subject to senior management approval.
As of December 31, 2024, the notional amount of interest rate swaps outstanding in respect of our debt obligation was $518.5 million, representing approximately 67.6% of our floating rate loans. The principal of our floating rate loans outstanding as of December 31, 2024 was $766.9 million. Based on our floating rate debt at December 31, 2024, a one-percentage point increase in the floating interest rate would increase our interest expense by $3.0 million per annum.
Foreign currency risk. The majority of our transactions, assets and liabilities are denominated in U.S. Dollars, our functional currency. However, we periodically incur expenses in foreign currency exchange, including GBP, NOK, Euros, CNY, BRL and XAF, primarily related to our administrative expenses, operating expenses and capital expenditure projects.
For the year ended December 31, 2024,
•a 10% depreciation of the U.S. Dollar against Euro and CNY would have increased our capital expenditure for MKII FLNG and FLNG Gimi by $4.2 million and $2.0 million, respectively;
•a 10% depreciation of the U.S. Dollar against GBP and NOK would have increased our administrative expenses by $1.6 million and $2.9 million, respectively; and
•a 10% depreciation of the U.S. Dollar against Euro and XAF would increase our seafaring officers’ remuneration by $1.3 million and $0.6 million, respectively.
Commodity price risks. The realized gain/(loss) on oil and gas derivative instruments results from monthly billings above the FLNG Hilli base tolling fee and the exercised incremental capacity increase under the LTA as amended by LTA Amendment 3 whereas the unrealized gain/(loss) on oil and gas derivative instruments results from movements in forecasted oil and natural gas prices and Euro/USD exchange rates.
Oil component: The realized gain/(loss) on oil derivative instrument represents the monthly billings above the FLNG Hilli base tolling fee of $60.00 per barrel over the contract term for 1.2 million tonnes of LNG. The unrealized gain/(loss) on oil derivative instrument is determined using the estimated discounted cash flows of payments due as a result of the oil price moving above the contractual floor of $60.00 per barrel over the remaining term of the LTA. We bear no downside risk to the movement of oil prices should the oil price move below $60.00. For the year ended December 31, 2024, a 10% reduction to the Brent linked crude oil price would have decreased our realized gain on FLNG Hilli’s oil derivative instrument for 2024 by $25.6 million.
Natural gas component: The realized gain/(loss) on gas derivative instrument represents the monthly billings above the contractual floor rate of $0.5652/MMBTu over the contract term for 0.2 million tonnes of LNG. The unrealized gain/(loss) on gas derivative instrument is determined using the estimated discounted cash flows of payments due as a result of the gas price moving above the contractual floor of $0.5652/MMBTu over the remaining term of the LTA. The tolling fee is linked to TTF and the Euro/USD foreign exchange movements. We bear no downside risk to the movement of natural gas prices should the TTF price move below $0.5652/MMBTu. For the year ended December 31, 2024, a 10% reduction to the TTF linked gas price and 10% appreciation of USD against the Euro exchange rates used, would have decreased our realized gain on FLNG Hilli’s gas derivative instrument for 2024 by $7.2 million.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision of our Company’s Principal Executive Officer and Principal Financial Officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, pursuant to Rule 13a-15(b) and 15d-15(b) of the Exchange Act of 1934, as of December 31, 2024. At the time our Annual Report on Form 20-F for the year ended December 31, 2024 was filed on March 27, 2025, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
(b) Management’s annual report on internal control over financial reporting
In accordance with the requirements of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, the following report is provided by management in respect of our internal control over financial reporting. As defined in the Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, internal control over financial reporting is a process designed by, or under the supervision of, our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our published consolidated financial statements for external purposes in accordance with U.S. GAAP.
In connection with the preparation of our annual consolidated financial statements, management has undertaken an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this assessment, management has concluded and hereby reports that as of December 31, 2024, our internal control over financial reporting was effective.
The Company's independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting.
(c) Attestation report of the registered public accounting firm
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears on page F-5 of our consolidated financial statements included herein.
(d) Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Lori Wheeler Naess and Daniel Rabun each qualify as an Audit Committee financial expert and are both independent, in accordance with Commission Rule 10a-3 pursuant to Section 10A of the Securities Exchange Act of 1934.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Conduct that applies to all our employees. A copy of our Code of Conduct may be found on our website www.golarlng.com. This website is provided as an inactive textual reference only. Information contained on our website does not constitute part of this annual report. We will provide any person, free of charge, a copy of our Code of Conduct upon written request to our registered office. Additionally, our Code of Conduct is included as Exhibit 11.1 of this annual report. Any waivers that are granted from any provision of our Corporate Code of Business Ethics and Conduct may be disclosed on our website within five business days following the date of such waiver.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)Audit Fees
The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by the principal accountant, Ernst & Young LLP for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements for the two most recent fiscal years.
| (in thousands of ) | |
|---|---|
| Fiscal year ended December 31, 2024 | 1,773 |
| Fiscal year ended December 31, 2023 | 1,712 |
All values are in US Dollars.
(b) Audit-Related Fees
The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for assurance and related services, not included under “(a) Audit Fees”, rendered by the principal accountant for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements for the two most recent fiscal years.
| (in thousands of ) | |
|---|---|
| Fiscal year ended December 31, 2024 | 49 |
| Fiscal year ended December 31, 2023 | 71 |
All values are in US Dollars.
(c) Audit Committee’s Pre-Approval Policies and Procedures
Our board of directors has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require our board of directors to approve the appointment of our independent auditor before such auditor is engaged and to approve each of the audit and non-audit related services to be provided by such auditor. All services provided by the principal auditor in 2024 and 2023 were approved by our board of directors pursuant to the pre-approval policy.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
In May 2023, our board of directors approved a share buyback program of up to $150 million of our common shares. During 2024, we repurchased an aggregate of 0.7 million shares for a cost of $14.2 million and concurrently cancelled our treasury shares. All repurchases were made in open market transactions.
| Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plan or program | Maximum value of shares (in $) that may yet be purchased under the plan or program | ||
|---|---|---|---|---|---|
| March 1, 2024 to March 7, 2024 | 678,676 | $ | 20.87 | 678,676 | 74,137,472 |
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Pursuant to an exception under Nasdaq Rule 5615, or Nasdaq listing standards available to foreign private issuers, we are not required to comply with all of the corporate governance practices followed by U.S. companies under the Nasdaq’s listing standards, which are available at www.nasdaq.com. As a foreign private issuer, we are permitted to follow our home country practices in lieu of certain Nasdaq corporate governance requirements.
We are exempt from many of the Nasdaq’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with Nasdaq's corporate governance practices and the establishment and composition of an audit committee and a formal written audit committee charter. The practices we follow in lieu of Nasdaq’s corporate governance requirements are as follows:
Independence of directors. We are exempt from certain Nasdaq requirements regarding independence of directors. Consistent with Bermuda law, our board of directors is not required to be composed of a majority of independent directors. Currently, six of the seven members of the board of directors, Daniel Rabun, Lori Wheeler Naess, Carl Steen, Niels Stolt-Nielsen, Georgina Sousa and Thorleif Egeli are independent according to Nasdaq's standards for independence. Our board of directors does not hold meetings at which only independent directors are present.
Audit Committee. Nasdaq requires, among other things, that a listed U.S. company have an audit committee consisting solely of at least three independent directors. We are exempt from certain Nasdaq requirements regarding our Audit Committee. Consistent with Bermuda law, the directors on our Audit Committee are not required to comply with certain of Nasdaq’s independence requirements for Audit Committee members, and our management is responsible for the proper and timely preparation of our annual reports, which are audited by independent auditors. However, the committee currently consists of three independent directors only, Lori Wheeler Naess, Daniel Rabun and Thorleif Egeli, who also satisfy the requirements of SEC Rule 10A-3 and who can read and understand fundamental financial statements.
Compensation Committee. We are exempt from certain Nasdaq requirements regarding our Compensation Committee. Consistent with Bermuda law, our Compensation Committee may consist of members who are not independent directors. However, the committee currently consists of three independent directors, Carl Steen, Niels Stolt-Nielsen and Daniel Rabun. The primary responsibility of this committee is to review, approve and make recommendations to the board regarding compensation for directors and management.
Nomination Committee. We are exempt from certain Nasdaq requirements regarding our Nomination Committee. Consistent with Bermuda law, our Nomination Committee may consist of members who are not independent directors. However, the committee is currently comprised of two independent directors, Carl Steen and Daniel Rabun. The primary responsibility of this committee is to select and recommend to the board, director and committee member candidates.
Share Issuance. In lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with Bermuda law and our Bye-Laws, the board of directors approves share issuances.
Proxy materials. As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq’s corporate governance rules or Bermuda law. Consistent with Bermuda law, and as provided in our amended Bye-laws, we will notify our shareholders of shareholder meetings at least seven days before such meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting.
We believe that our established corporate governance practices satisfy the Nasdaq listing standards. Further information and our corporate governance documents are available in the “Governance” section of our website at (www.golarlng.com).
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We have adopted an insider trading compliance policy that governs the purchase, sale, and other dispositions of our securities by our officers, directors, board members, employees (full and part-time), and consultants that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any applicable listing standards. The Insider Trading Policy has been filed as Exhibit 11.2 to this Annual Report.
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We have established comprehensive cybersecurity risk management procedures, encompassing vulnerability assessments, penetration testing, security audits, and annual security training, to mitigate risks and ensure regulatory compliance proactively.
To further enhance our cybersecurity posture, we engage a third-party service provider for comprehensive support in identifying, assessing, managing, and mitigating risks associated with cybersecurity threats and incidents. We recognize that third-party service providers may introduce cybersecurity risks. We therefore perform a risk assessment of third-party service providers prior to onboarding.
The above cybersecurity risk management processes are integrated into our overall risk management program. Cybersecurity threats are understood to be dynamic and to intersect with various other enterprise risks. As such, cybersecurity is considered an integral component of our enterprise-wide risk management approach. Management is responsible for identifying risks that may impede the effectiveness of our control activities. An annual risk assessment process is in place, as necessitated by evolving business needs. Each identified risk is evaluated based on its potential impact and the likelihood of occurrence.
Our Head of Cybersecurity, with experience in both Information Technology (“IT”) and Operational Technology (“OT”), leads our efforts to manage risks related to our IT and OT processes. This role works closely with our Head of Information Technology and the Chief Operating Officer (COO). This collaborative oversight is designed to create a robust approach to safeguarding our information systems against potential threats.
Governance
The Head of Cybersecurity updates the Cybersecurity Steering Committee (“CSC”) when potential risks arising from cybersecurity threats and incidents are identified. The CSC includes key executives such as the Chief Financial Officer, Chief Accounting Officer, Head of Legal, Head of Investor Relations and Head of IT. The committee is responsible for assessing the materiality of cybersecurity risks and incidents. Significant cybersecurity risks identified by the CSC are communicated to the Audit Committee, and a comprehensive report is subsequently presented to the board of directors.
As of March 17, 2025, Golar and our service providers have experienced specific cybersecurity incidents, however, no material risks arising from these incidents have been identified, that have materially affected or are reasonably likely to materially affect Golar, our business strategy, results of operations or financial condition.
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements listed below and set forth on pages F-1 through to F-64 are filed as part of this Annual Report.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
_________________________
* Filed herewith.
** Incorporated by reference.
-
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information have been separately filed with the Securities and Exchange Commission.
++ Certain portions have been omitted.
INS* XBRL Instance Document
SCH* XBRL Taxonomy Extension Schema
CAL* XBRL Taxonomy Extension Schema Calculation Linkbase
DEF* XBRL Taxonomy Extension Schema Definition Linkbase
LAB* XBRL Taxonomy Extension Schema Label Linkbase
PRE* XBRL Taxonomy Extension Schema Presentation Linkbase
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Golar LNG Limited | |||
|---|---|---|---|
| (Registrant) | |||
| Date | March 27, 2025 | By | /s/ Eduardo Maranhão |
| Eduardo Maranhão | |||
| Principal Financial Officer |
GOLAR LNG LIMITED
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
|---|---|
| REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1438) | F-2 |
| CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | F-6 |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | F-7 |
| CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 | F-8 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | F-9 |
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 | F-12 |
| NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS | F-13 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golar LNG Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Golar LNG Limited (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
F-2
| Impairment assessment of Vessels and equipment, net and Assets under development | |
|---|---|
| Description of the matter | As described in Note 19 and Note 18 to the consolidated financial statements, at December 31, 2024, the Company’s consolidated “Vessels and equipment, net” and “Assets under development” balances were $1,080 million and $2,261 million, respectively.<br><br><br><br>As more fully described in Note 2 to the consolidated financial statements, management performs an annual impairment assessment to evaluate whether events or changes in circumstances could indicate that the carrying value of Vessels and equipment, net and Assets under development may not be recoverable. To evaluate whether there are impairment indicators, management considers significant current and future customer contracts and broker valuations, amongst other events and circumstances. If indicators of impairment are identified, management analyses the future cash flows expected to be generated throughout the remaining useful life of Vessels and equipment, net. For Assets under development, where revenue is dependent on a future customer contract, the forecasted cash flows are based on management’s analysis of the LNG industry and future events which are highly subjective.<br><br><br><br>As a result of the assessment, the Company identified impairment indicators for FLNG Hilli included within “Vessels and equipment, net” and MKII FLNG included within “Assets under development” and determined that the assets’ carrying values at December 31, 2024 are recoverable based on the Company’s undiscounted cash flows.<br><br><br><br>Auditing the Company’s impairment assessment was complex, due to the significant estimation uncertainty and judgement involved, specifically in assessing the forecasting of undiscounted cash flows of the FLNG Hilli and MKII FLNG, including the ability to contract at the rates forecasted. These significant assumptions are subjective and dependent upon future events. |
| How we addressed the matter in our audit | Our audit procedures included obtaining an understanding of the Company’s impairment assessment process, evaluating the design and testing the operating effectiveness of controls, including management’s review control over the assessment for impairment indicators and undiscounted cash flows.<br><br><br><br>As part of our audit procedures, we evaluated management’s impairment assessment by comparing the methodology applied against the accounting guidance in ASC 360 – Property, Plant and Equipment.<br><br><br><br>Our procedures also included, amongst others, evaluating management’s undiscounted cash flows, by comparing the key inputs into the undiscounted cash flow, such as future revenue, expenses, capital expenditures to the underlying customer contracts, the Engineering, Procurement, and Construction (“EPC”) agreement for the MKII FLNG, and utilization data from across the Company’s FLNG portfolio. For both the FLNG Hilli and the MKII FLNG, we performed a sensitivity analysis on the undiscounted cash flow forecasts, assuming key downside risks including early termination, market price downturns, and increases in capital expenditures above what has been budgeted. We also assessed management’s determination of the potential for revenue-generating opportunities, by comparing to available market information, including future demand for FLNGs. For FLNG Hilli, we performed inquiries of management on the status of the conditions precedent in the agreement with Southern Energy S.A. and evaluated the progress of the remaining requirements through analysis of supporting source documents.<br><br><br><br>In addition, we assessed the adequacy of the related impairment assessment disclosures in the consolidated financial statements against the requirements of ASC 360. |
F-3
| Assessment of Going Concern | |
|---|---|
| Description of the matter | The consolidated financial statements of the Company are prepared on the going concern basis of accounting. As described in Note 1 to the consolidated financial statements, management has outlined their key assumptions used in their cash flow forecasts which support their going concern assessment.<br><br><br><br>Also, as described in Note 1, management’s cash flow forecasts include assumptions related to the probability of refinancing of the existing FLNG Gimi debt facility, and satisfaction of the related conditions precedent, the expected release of the letter of credit cash collateral in respect of the performance guarantee under the Hilli LTA, and the potential termination of the EPC agreement for the MKII FLNG, amongst other inputs and assumptions. Management concluded their plans provide sufficient liquidity over the going concern period.<br><br><br><br>Auditing the Company’s going concern assessment involved a high degree of auditor judgment, to assess the reasonableness and probability of management’s plans, as described above and in Note 1. The going concern assessment is sensitive to these matters and is judgmental, due to the forecasts being forward-looking in nature. |
| How we addressed the matter in our audit | We obtained an understanding, evaluated the design, and tested controls over the Company’s going concern assessment process. For example, we tested controls over management’s review of significant assumptions in relation to financing options used in the assessment and the sensitivity analyses over the key inputs to the cash flow forecasts described above.<br><br><br><br>In relation to management’s plans, we assessed their analysis of the probability that these plans will be effectively implemented during the Going concern period. For the FLNG Gimi debt facility, we inspected the signed FLNG Gimi debt facility agreements and customer contracts to confirm key terms and the nature of the conditions precedent. We evaluated management’s assessment of fulfilling the conditions precedent through inquiries with internal legal counsel to confirm management’s analysis reflects the nature of the conditions precedent and inquiries with management on the status of third-party stakeholder agreement.<br><br><br><br>We evaluated management’s assessment of the probability of the release of the letter of credit cash collateral through direct correspondence with the relevant financial institution. For the option to terminate the EPC agreement for the MKII FLNG, should other liquidity enhancing options referred to above do not materialize, we inspected the EPC agreement to confirm management’s ability to terminate the EPC agreement and evaluated management’s assessment of the impact on net cash flows through a recalculation of the net cash flows and evaluating whether their assessment reflected the resultant project cash outflows.<br><br><br><br>We inspected the minutes of the meetings of the Company’s board of directors, to assess that the above plans, proposed by management, have been appropriately approved.<br><br><br><br>We have also assessed the adequacy of the Company’s going concern disclosures included in Note 1 to the consolidated financial statements. |
| /s/ Ernst & Young LLP | |
| --- | |
| We have served as the Company’s auditor since 2014. | |
| London, United Kingdom | |
| March 27, 2025 |
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Golar LNG Limited
Opinion on Internal Control Over Financial Reporting
We have audited Golar LNG Limited’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Golar LNG Limited (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Ernst & Young LLP |
|---|
| London, United Kingdom |
| March 27, 2025 |
F-5
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
| (in thousands of $, except per share amounts) | Notes | 2024 | 2023 | 2022 | |||
|---|---|---|---|---|---|---|---|
| Liquefaction services revenue | 7 | 224,959 | 245,418 | 213,970 | |||
| Vessel management fees and other revenues | 7 | 23,067 | 35,086 | 44,085 | |||
| Time and voyage charter revenues | 13 | 12,346 | 17,925 | 9,685 | |||
| Total operating revenues | 6 | 260,372 | 298,429 | 267,740 | |||
| Vessel operating expenses | 6 | (116,768) | (91,149) | (72,802) | |||
| Voyage, charterhire and commission expenses | 6 | (4,815) | (2,183) | (2,444) | |||
| Administrative expenses | 6 | (27,505) | (33,462) | (38,100) | |||
| Project development expenses | 6 | (12,341) | (39,130) | (8,017) | |||
| Depreciation and amortization | 19 | (53,526) | (50,294) | (51,712) | |||
| Impairment of long-lived assets | 19 | (22,933) | (5,021) | (76,155) | |||
| Total operating expenses | (237,888) | (221,239) | (249,230) | ||||
| Realized and unrealized gain/(loss) on oil and gas derivative instruments | 5, 6, 8 | 39,226 | (84,751) | 520,997 | |||
| Other operating income/(loss) | 6, 7 | 469 | 23,359 | (15,417) | |||
| Total other operating income/(loss) | 39,695 | (61,392) | 505,580 | ||||
| Operating income | 62,179 | 15,798 | 524,090 | ||||
| Realized and unrealized mark-to-market (loss)/gain on our investment in listed equity securities | 9 | — | (62,308) | 400,966 | |||
| Other non-operating (loss)/income, net | 9 | (7,000) | 9,823 | 11,916 | |||
| Total other non-operating (loss)/income | (7,000) | (52,485) | 412,882 | ||||
| Interest income | 27, 28 | 37,350 | 46,061 | 12,225 | |||
| Interest expense, net | — | — | (19,286) | ||||
| Gains/(losses) on derivative instruments, net | 10 | 65 | (7,227) | 71,497 | |||
| Other financial items, net | 10, 28 | (4,317) | (900) | (5,380) | |||
| Net financial income | 33,098 | 37,934 | 59,056 | ||||
| Income before taxes and net (loss)/income from equity method investments | 88,277 | 1,247 | 996,028 | ||||
| Income tax benefit/(expense) | 11 | 18 | (1,870) | 438 | |||
| Net (loss)/income from equity method investments | 17 | (7,502) | (2,520) | 19,041 | |||
| Net income/(loss) from continuing operations | 80,793 | (3,143) | 1,015,507 | ||||
| Net income/(loss) from discontinued operations | 14 | — | 293 | (76,450) | |||
| Net income/(loss) | 80,793 | (2,850) | 939,057 | ||||
| Net income attributable to non-controlling interests - continuing operations | (29,954) | (43,943) | (143,078) | ||||
| Net income attributable to non-controlling interests - discontinued operations | — | — | (8,206) | ||||
| Total net income attributable to non-controlling interests | (29,954) | (43,943) | (151,284) | ||||
| Net income/(loss) attributable to stockholders of Golar LNG Limited | 50,839 | (46,793) | 787,773 | ||||
| Earnings/(loss) per share attributable to Golar LNG Limited stockholders<br><br>Per common share amounts | |||||||
| Basic earnings/(loss) per share from continuing operations | 12 | $ | 0.49 | $ | (0.44) | $ | 8.09 |
| Diluted earnings/(loss) per share from continuing operations | 12 | $ | 0.48 | $ | (0.44) | $ | 8.04 |
| Basic and diluted earnings/(loss) per share from discontinued operations | 12 | — | — | $ | (0.79) |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
| (in thousands of $) | Notes | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| Net income/(loss) | 80,793 | (2,850) | 939,057 | |
| Other comprehensive income | ||||
| (Losses)/gains associated with pensions, net of tax | 11, 25 | (92) | 1,227 | 5,820 |
| Share of equity method investment’s comprehensive losses from continuing operations (1) | 17 | (579) | (488) | (797) |
| Net other comprehensive (loss)/income | (671) | 739 | 5,023 | |
| Comprehensive income/(loss) | 80,122 | (2,111) | 944,080 | |
| Comprehensive income/(loss) attributable to: | ||||
| Stockholders of Golar LNG Limited | 50,168 | (46,054) | 792,796 | |
| Non-controlling interests - continuing operations | 29,954 | 43,943 | 143,078 | |
| Non-controlling interests - discontinued operations | — | — | 8,206 | |
| Comprehensive income/(loss) | 80,122 | (2,111) | 944,080 |
(1) No tax impact for the years ended December 31, 2024, 2023 and 2022.
The accompanying notes are an integral part of these consolidated financial statements.
F-7
GOLAR LNG LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
| (in thousands of $) | Notes | 2024 | 2023 |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 566,384 | 679,225 | |
| Restricted cash and short-term deposits | 15 | 75,579 | 18,115 |
| Trade accounts receivable | 29,667 | 38,915 | |
| Amounts due from related parties | 28 | 20,354 | 7,312 |
| Other current assets | 16 | 47,882 | 71,997 |
| Total current assets | 739,866 | 815,564 | |
| Non-current assets | |||
| Restricted cash | 15 | 74,619 | 74,130 |
| Equity method investments | 17 | 43,665 | 53,982 |
| Assets under development | 18 | 2,261,197 | 1,562,828 |
| Vessels and equipment, net | 19 | 1,079,745 | 1,077,677 |
| Intangible assets | 2,348 | — | |
| Non-current amounts due from related parties | 28 | 6,006 | — |
| Other non-current assets | 20 | 160,231 | 499,806 |
| Total assets | 4,367,677 | 4,083,987 | |
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Current portion of long-term debt and short-term debt | 21 | (521,282) | (342,566) |
| Trade accounts payable | 27 | (198,906) | (7,454) |
| Accrued expenses | 22 | (66,071) | (144,810) |
| Other current liabilities | 23 | (55,265) | (50,950) |
| Total current liabilities | (841,524) | (545,780) | |
| Non-current liabilities | |||
| Long-term debt | 21 | (930,973) | (874,164) |
| Other non-current liabilities | 24 | (225,776) | (61,600) |
| Total liabilities | (1,998,273) | (1,481,544) | |
| Commitments and contingencies<br><br>EQUITY | 29 | ||
| Share capital 104,534,703 common shares of $1.00 each issued and outstanding (2023: 104,578,080) | 26 | (104,535) | (104,578) |
| Additional paid-in capital | (1,705,093) | (1,691,128) | |
| Contributed surplus | (200,000) | (200,000) | |
| Accumulated other comprehensive loss | 5,743 | 5,072 | |
| Retained earnings | (10,266) | (77,035) | |
| Total stockholders’ equity | (2,014,151) | (2,067,669) | |
| Non-controlling interests | 5 | (355,253) | (534,774) |
| Total equity | (2,369,404) | (2,602,443) | |
| Total liabilities and equity | (4,367,677) | (4,083,987) |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
| (in thousands of $) | Notes | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||
| Net income/(loss) | 80,793 | (2,850) | 939,057 | |
| Add: Net (income)/loss from discontinued operations | — | (293) | 76,450 | |
| Net income/(loss) from continuing operations | 80,793 | (3,143) | 1,015,507 | |
| Adjustments to reconcile net income/(loss) from continuing operations to net cash provided by/(used in) operating activities: | ||||
| Depreciation and amortization | 19 | 53,526 | 50,294 | 51,712 |
| Loss on disposal of long lived asset | 19 | — | 491 | — |
| Impairment of long-lived assets | 19 | 22,933 | 5,021 | 76,155 |
| Amortization of deferred charges and debt guarantees, net | 3,054 | 1,822 | 3,555 | |
| Dividend received from equity method investments | 17 | 456 | — | — |
| Net loss/(income) from equity method investments | 17 | 7,502 | 2,520 | (19,041) |
| Drydocking expenditure | (2,926) | (6,724) | — | |
| Compensation cost related to employee stock awards | 7,181 | 5,824 | 3,410 | |
| Net foreign exchange (gains)/losses | (205) | 941 | (1,584) | |
| Change in fair value of investment in listed equity securities | 9 | — | 62,308 | (400,966) |
| Change in fair value of derivative instruments (interest rate swaps) | 10 | 5,971 | 15,582 | (72,269) |
| Change in fair value of derivative instruments (oil and gas derivatives), commodity swaps and amortization of day 1 gains | 89,286 | 272,117 | (311,585) | |
| Change in assets and liabilities: | ||||
| Trade accounts receivable | 9,535 | 3,205 | (10,917) | |
| Other current and non-current assets | 33,124 | (266,025) | (26,692) | |
| Amounts due from related parties | (1,064) | 172 | 367 | |
| Trade accounts payable | 3,587 | (18) | 3,085 | |
| Accrued expenses | 4,069 | 8,554 | (4,213) | |
| Other current and non-current liabilities (1) | 1,419 | (18,335) | (27,470) | |
| Net cash provided by continuing operations | 318,241 | 134,606 | 279,054 | |
| Net income/(loss) from discontinued operations | 14 | — | 293 | (76,450) |
| Deconsolidation of lessor VIEs | — | — | (59,085) | |
| Depreciation and amortization | — | 20 | 8,732 | |
| Amortization of deferred charges | — | — | 3,932 | |
| (Gain)/loss on disposal and impairment of long-lived assets | 14 | — | (27) | 105,201 |
| Compensation cost related to employee stock awards | 14 | — | 3 | 239 |
| Net foreign exchange losses | — | 17 | 571 | |
| Change in assets and liabilities: | ||||
| Trade accounts receivable | — | — | 837 | |
| Other current and non-current assets | — | 300 | (5,299) | |
| Amounts due from related parties | — | — | (804) | |
| Trade accounts payable | — | (2) | (7,472) | |
| Accrued expenses | — | (165) | (6,134) | |
| Other current and non-current liabilities | — | (163) | (24,941) | |
| Net cash provided by/(used in) discontinued operations | — | 276 | (60,673) |
F-9
| (in thousands of $) | Notes | 2024 | 2023 | 2022 |
|---|---|---|---|---|
| INVESTING ACTIVITIES | ||||
| Additions to assets under development (2) | (376,342) | (308,093) | (267,421) | |
| Additions to vessels and equipment | (62,206) | (1,621) | — | |
| Loan advanced to related parties | 28 | (17,930) | (3,561) | — |
| Additions to other investments | (5,000) | — | — | |
| Additions to intangibles | (1,531) | — | — | |
| Proceeds from subscription of equity interest in Gimi MS Corporation | 5 | 45,206 | 80,021 | 39,275 |
| Proceeds from sale of equity method investment | 17 | 822 | 56,097 | 97,844 |
| Deposit paid for vessel | 6 | — | (15,500) | — |
| Additions to equity method investments | 17 | — | (9,678) | (2,447) |
| Proceeds from short-term loan advanced to related parties | — | 60 | — | |
| Dividends received from listed equity securities | — | 9,824 | 5,328 | |
| Consideration received for long-lived assets held for sale | — | 15,190 | — | |
| Proceeds from sale of listed equity securities | — | 45,552 | 625,844 | |
| Net cash (used in)/provided by investing activities | (416,981) | (131,709) | 498,423 | |
| Net proceeds from disposals of long-lived assets | 14 | — | — | 569,298 |
| Net cash provided by discontinued investing activities | — | — | 569,298 | |
| FINANCING ACTIVITIES | ||||
| Proceeds from short-term and long-term debt | 371,145 | 156,045 | 276,640 | |
| Proceeds from exercise of share options | 5,705 | — | 161 | |
| Financing costs paid | (6,688) | (10,445) | (9,599) | |
| Purchase of treasury shares | 26 | (14,180) | (61,684) | (25,479) |
| Acquisition of Hilli LLC non-controlling interest | (59,919) | (100,047) | — | |
| Cash dividends paid | (115,352) | (102,897) | (55,169) | |
| Repayments of short-term and long-term debt | (136,859) | (125,925) | (719,917) | |
| Net cash provided by/(used in) financing activities | 43,852 | (244,953) | (533,363) | |
| Repayments of short-term and long-term debt | — | — | (158,000) | |
| Financing costs paid | — | — | (280) | |
| Net cash used in discontinued financing activities | — | — | (158,280) | |
| Cash and cash equivalents, restricted cash and short-term deposits within assets held for sale at the beginning of period | — | 369 | 80,869 | |
| Cash and cash equivalents, restricted cash and short-term deposits within assets held for sale at the end of period | — | — | 369 | |
| Net decrease in cash and cash equivalents, restricted cash and short-term deposits within assets held for sale | — | 369 | 80,500 | |
| Net (decrease)/increase in cash and cash equivalents, restricted cash,<br><br>short-term deposits and cash within assets held for sale | 14 | (54,888) | (241,411) | 674,959 |
| Cash and cash equivalents, restricted cash and short-term deposits at the beginning of the period | 14 | 771,470 | 1,012,881 | 337,922 |
| Cash and cash equivalents, restricted cash and short-term deposits at the end of the period | 716,582 | 771,470 | 1,012,881 | |
| Supplemental disclosure of cash flow information | ||||
| Cash paid during the year for: | ||||
| Interest paid, net of capitalized interest (3) | — | — | 74,566 | |
| Income taxes paid | 770 | 857 | 1,465 |
F-10
(1) Includes accretion of discount on convertible bonds of $nil , $nil and $1.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) Non-cash additions to assets under development for the years ended December 31, 2024, 2023 and 2022 totaled $320.8 million, $100.9 million and $4.0 million, respectively. On September 17, 2024, we entered into an EPC agreement for the MKII FLNG project, reinforcing certainty of the conversion. As a result, all MKII FLNG-related costs incurred after this date are now classified as additions to the MKII FLNG asset under development and presented under investing activities in the statement of cash flows.
(3) Includes interest paid of $29.8 million, $24.3 million, $92.6 million and capitalized interest of $46.8 million, $27.1 million, $18.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Supplemental note to the consolidated statements of cash flows
The following table identifies the balance sheet line items included in cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:
| (in thousands of $) | Notes | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Cash and cash equivalents | 566,384 | 679,225 | 878,838 | 231,849 | |
| Restricted cash and short-term deposits | 15 | 75,579 | 18,115 | 21,693 | 34,025 |
| Restricted cash (non-current portion) | 15 | 74,619 | 74,130 | 112,350 | 72,048 |
| 716,582 | 771,470 | 1,012,881 | 337,922 |
F-11
GOLAR LNG LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
| (in thousands of $) | Notes | Share Capital | Additional Paid-in Capital | Contributed Surplus | Accumulated Other Comprehensive Loss (1) | Retained (Losses)/Earnings | Non-controlling Interests | Total<br>Equity |
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2021 | 108,223 | 1,972,859 | 200,000 | (10,834) | (539,598) | 447,267 | 2,177,917 | |
| Opening adjustment (2) | 3 | — | (39,861) | — | — | 38,175 | — | (1,686) |
| Adjusted balance at January 1, 2022 | 108,223 | 1,932,998 | 200,000 | (10,834) | (501,423) | 447,267 | 2,176,231 | |
| Net income | — | — | — | — | 787,773 | 151,284 | 939,057 | |
| Dividends | — | — | — | — | — | (55,169) | (55,169) | |
| Exercise of share options | 6 | 155 | — | — | — | — | 161 | |
| Employee stock compensation | — | 3,937 | — | — | — | — | 3,937 | |
| Forfeiture of employee stock compensation | — | (157) | — | — | — | — | (157) | |
| Restricted stock units | 187 | (187) | — | — | — | — | — | |
| Proceeds from subscription of equity interest in Gimi MS Corporation | 5 | — | — | — | — | — | 39,275 | 39,275 |
| Repurchase and cancellation of treasury shares | 26 | (1,190) | — | — | — | (24,287) | — | (25,477) |
| Deconsolidation of lessor VIEs | 5 | — | — | — | — | (182,707) | (182,707) | |
| Other comprehensive income | — | — | — | 5,023 | — | — | 5,023 | |
| Balance at December 31, 2022 | 107,226 | 1,936,746 | 200,000 | (5,811) | 262,063 | 399,950 | 2,900,174 | |
| Net (loss)/income | — | — | — | — | (46,793) | 43,943 | (2,850) | |
| Dividends | — | — | — | — | (79,448) | (23,449) | (102,897) | |
| Employee stock compensation | — | 5,989 | — | — | — | — | 5,989 | |
| Forfeiture of employee stock compensation | — | (109) | — | — | — | — | (109) | |
| Restricted stock units | 26 | 249 | (249) | — | — | — | — | — |
| Proceeds from subscription of equity interest in Gimi MS Corporation | 5 | — | — | — | — | — | 80,021 | 80,021 |
| Repurchase and cancellation of treasury shares | 26 | (2,897) | — | — | — | (58,787) | — | (61,684) |
| Other comprehensive income | — | — | — | 739 | — | — | 739 | |
| Reacquisition of common units of Golar Hilli LLC | 5 | — | (251,249) | — | — | — | 34,309 | (216,940) |
| Balance at December 31, 2023 | 104,578 | 1,691,128 | 200,000 | (5,072) | 77,035 | 534,774 | 2,602,443 | |
| Net income | — | — | — | — | 50,839 | 29,954 | 80,793 | |
| Dividends | — | — | — | — | (104,107) | (195,245) | (299,352) | |
| Exercise of share options | 26 | 512 | 5,193 | — | — | — | — | 5,705 |
| Employee stock compensation | — | 7,308 | — | — | — | — | 7,308 | |
| Forfeiture of employee stock compensation | — | (295) | — | — | — | — | (295) | |
| Restricted stock units | 26 | 124 | (124) | — | — | — | — | — |
| Proceeds from subscription of equity interest in Gimi MS Corporation | 5 | — | — | — | — | — | 45,206 | 45,206 |
| Repurchase and cancellation of treasury shares | 26 | (679) | — | — | — | (13,501) | — | (14,180) |
| Other comprehensive loss | — | — | — | (671) | — | — | (671) | |
| Reacquisition of Hilli LLC's non-controlling interests | 5 | — | 1,883 | — | — | — | (59,436) | (57,553) |
| Balance at December 31, 2024 | 104,535 | 1,705,093 | 200,000 | (5,743) | 10,266 | 355,253 | 2,369,404 |
(1) As of December 31, 2024, 2023 and 2022, our accumulated other comprehensive loss consisted of (i) $3.9 million, $3.8 million and $5.0 million losses in relation to our pension and post retirement benefit plan and (ii) $1.9 million, $1.3 million and $0.8 million share of equity method investment’s comprehensive losses from continuing operations, respectively.
(2) Opening adjustment to the December 31, 2021 equity relates to the adoption of ASU 2020-06 Debt – Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815), relating to an amendment to simplify an issuer’s accounting for convertible instruments, such convertible debt was derecognized in February 2022.
The accompanying notes are an integral part of these consolidated financial statements.
F-12
GOLAR LNG LIMITED
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | GENERAL |
|---|
Golar LNG Limited (the “Company” or “Golar”) was incorporated in Hamilton, Bermuda on May 10, 2001 for the purpose of acquiring the liquefied natural gas (“LNG") shipping interests of Osprey Maritime Limited, which was owned by World Shipholding Limited.
Our operations have evolved from LNG shipping, floating regasification, combined cycle gas fired power plants to our current focus on floating liquefaction operations. We design, construct, own and operate marine infrastructure for the liquefaction of natural gas, storage and offloading of LNG. As of December 31, 2024, our fleet was comprised of two floating liquefaction natural gas vessels (“FLNGs”), the FLNG Hilli Episeyo (the “FLNG Hilli”) which is operational and FLNG Gimi (the “FLNG Gimi”), which is moored offshore Mauritania and Senegal, undergoing commissioning activities. We have entered into an Engineering, Procurement and Construction (“EPC”) agreement for our third FLNG vessel, the MKII FLNG. In addition, as of December 31, 2024, we had two remaining LNG carriers, Fuji LNG and Golar Arctic, of which the Fuji LNG is earmarked as the donor vessel for the MKII FLNG conversion.
We are listed on the Nasdaq under the ticker: “GLNG”.
As used herein and unless otherwise required by the context, the terms “Golar”, the “Company”, “we”, “our”, “us” and words of similar import refer to Golar or any one or more of its consolidated subsidiaries, or to all such entities.
Going concern
The consolidated financial statements have been prepared on a going concern basis.
The entry into the MKII FLNG EPC agreement with CIMC Raffles (“CIMC”) in September 2024 has positioned Golar for FLNG growth and development, with significant capital expenditure commitments falling due within the Company's going concern period to March 31, 2026 and extending through to 2028. To ensure we have the necessary liquidity to meet our anticipated capital expenditure commitments, including the FLNG Gimi and MKII FLNG conversion projects, the maturing 2021 Unsecured Bonds, scheduled debt interests and principal payments and working capital requirements over the next twelve months, we are actively undertaking the following measures:
•Refinancing of the existing FLNG Gimi debt facility: We are in the process of refinancing the existing FLNG Gimi debt facility through a sale and leaseback transaction of up to $1.4 billion with multiple financial institutions. On March 20, 2025, we signed financing agreements with financial institutions with credit approvals secured for approximately $1.2 billion. This sale and leaseback refinancing is subject to third-party stakeholder approvals and standard closing conditions which are expected to complete by the end of April 2025; and
•Release of restricted cash in relation to FLNG Hilli: We agreed the release of $60.7 million in restricted cash, which was previously held as cash collateral for a letter of credit issued by a financial institution as a performance guarantee under the Hilli LTA with Perenco and S&H. This cash collateral was otherwise expected to be restricted until the end of the LTA term. This release of the restricted cash is expected to complete in April 2025.
To support our liquidity and ensure we can meet all liabilities as they come due, management approved a cash flow forecast through to March 31, 2026, based on the net proceeds from the sale and leaseback transaction on the FLNG Gimi and the release of $60.7 million in restricted cash. The forecast demonstrates that we are positioned to meet our financial obligations as they fall due. Given Golar’s financial position and favourable market outlook, we may consider opportunities to further strengthen our liquidity position. These initiatives will focus on debt optimization of our FLNG assets on the back of securing long-term charters. In the case of the FLNG Hilli, we plan to evaluate debt optimization and/or refinancing alternatives following the expected conditions precedent fulfilment expected within Q2 2025 under the definitive agreements for a 20-year contract in Argentina announced in July 2024. For the MKII FLNG under conversion, we plan to evaluate asset level debt on the unit once a long-term charter has been concluded. In addition to these initiatives, we may also, subject to favourable market and economic conditions, consider issuance of further corporate debt or equity, refinancing of other existing debts, or the securing of new loans. Our proven track record in successfully refinancing debt and sourcing new capital, driven by the strong fundamentals of our assets, such as long-term contracted cash flows and favourable leverage ratios, reinforces our confidence in these efforts.
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While we believe it is probable that we will be able to obtain the funding referred to above, we cannot be certain that these will be executed in the referred timeframe. Further financial flexibility can be obtained in the unlikely event that the aforementioned FLNG charter opportunities or liquidity-enhancing initiatives do not materialize in that timeframe. We have a contractual right, under the EPC of our MK II FLNG conversion project, to place the project on hold or terminate it, upon providing appropriate notice and paying the contractor a fee. This would significantly reduce our future capital expenditure commitments.
Accordingly, we believe that based on our plans, as outlined above, we will have sufficient resources to satisfy our obligations in the ordinary course of business in the period to March 31, 2026.
| 2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
|---|
Basis of preparation
These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements.
Principles of consolidation
A variable interest entity (“VIE”) is defined as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision-making ability and an interest in the entity’s residual risks and rewards, (b) equity interest holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. A party that is a variable interest holder is required to consolidate a VIE if the holder has both (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. These consolidated financial statements consolidate the entities listed in notes 4 and 5.
Investments in entities in which we directly or indirectly hold more than 50% of the voting control are consolidated in our consolidated financial statements unless the non-controlling interests have substantive participating rights that allow the non-controlling interests to effectively participate in significant financial and operating decisions of the entity that are made in the ordinary course of business.
All inter-company balances and transactions of consolidated entities are eliminated. The non-controlling interests of our consolidated subsidiaries are included in our consolidated financial statements in line-item “non-controlling interests”.
Changes in our ownership interest while we retain a controlling financial interest in a subsidiary are accounted for as equity transactions. The carrying amount of the non-controlling interest is adjusted to reflect changes in our ownership interest, with any difference between the fair value of consideration and the amount of the adjusted non-controlling interest being recognized in equity. We recognize a gain or loss when a subsidiary issues its stock to third parties at a price per share in excess or below its carrying value resulting in a reduction in our ownership interest in the subsidiary. The gain or loss is recorded in line-item “Additional paid-in capital” within the statement of changes in equity. When a consolidated subsidiary issues preferred stock, such preferred stock is classified as equity. Preferred stock issued by a consolidated subsidiary to non-controlling interests is recorded as non-controlling interests for the proceeds received upon issuance.
Foreign currencies
Our functional currency is the U.S. dollar as most of our revenues are received in U.S. dollars and a majority of our expenditures are incurred in U.S. dollars. Our reporting currency is U.S. dollars. Transactions in foreign currencies during the year are translated into U.S. dollars at the exchange rates in effect at the date of the transaction. Monetary assets and liabilities are translated using exchange rates at the balance sheet date. Non-monetary assets and liabilities are translated using historical exchange rates. Foreign currency transaction and translation gains or losses are included in the consolidated balance sheets and consolidated statements of operations.
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Use of estimates
The preparation of our consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenue and expenses during the reporting period. We base our estimates, judgments and assumptions on our historical experience and on information that we believe to be reasonable under the circumstances at the time they are made. Estimates and assumptions about future events and their effects cannot be perceived with certainty and these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Actual results could differ from these estimates. Estimates are used for, but are not limited to, determining the recoverability of our vessels and asset under development and the valuation of our oil and gas derivative instruments. In assessing the recoverability of our vessels’ carrying amounts, we make assumptions regarding estimated future cash flows, estimates in respect of residual values, charter rates, vessel operating expenses and drydocking requirements.
Fair value measurements
Fair value, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In the absence of such data, we consider information that we believe that market participants would take into account in measuring fair value.
Lease versus revenue accounting
Contracts relating to our LNG carrier and FLNG assets can take various forms including leases, tolling services and management service agreements. To determine whether a contract contains a lease agreement for a period of time, at inception of the agreement we assess whether, throughout the period of use, the counterparty has both the right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of that identified asset.
If a contract conveys both of these rights we generally account for the agreement as a lease, otherwise we generally account for the agreement as a revenue contract with a customer. A contract relating to an asset will generally be accounted for as a revenue contract if the customer does not contract for substantially all of the capacity of the asset (i.e. another third party could contract for a meaningful amount of the asset capacity). In situations where we have historically provided management services unrelated to an asset contract, we account for the contract as a revenue contract with a customer.
Lease accounting
When a contract contains a lease, which is assessed at inception, we make an assessment of the lease classification criteria. An agreement will be classified as a sales-type lease for a lessor (or a finance lease for a lessee) if any of the following conditions are met at lease commencement:
•ownership of the asset is transferred at the end of the lease term;
•the contract contains an option to purchase the asset which is reasonably certain to be exercised;
•the lease term is for a major part of the remaining useful life of the contract, although contracts entered into the last 25% of the underlying asset’s useful life are not subject to this criterion;
•the present value of the lease payments and any residual value guarantees present represent substantially all of the fair value of the underlying asset; and
•the asset is heavily customized such that it could not be used for another use at the end of the term.
If one of these criteria are met for a lessor, the lease will be classified as a direct financing lease (if the present value of the sum of the lease payments and any residual value guarantee present equals or exceeds substantially all of the fair value of the underlying asset and it is probable that the lessor will collect lease payments and any residual value guarantee) or an operating lease. If none of these criteria are met for a lessee, the lease will be classified as an operating lease.
The lease term is assessed at lease commencement. The existence of any purchase options, extension options, termination options and residual value guarantees, if any are disclosed. Agreements which include extension options are included in the lease term if we believe they are reasonably certain to be exercised by the lessee. Agreements which contain purchase options and termination options are included in the lease term if we believe they are reasonably certain to not be exercised by the lessee. An extension option or a termination option is included in the lease term if the exercise of the option is controlled by the lessor. The determination of whether options are reasonably certain considers whether the option creates an economic incentive.
F-15
•Lessor accounting
Lease accounting generally commences when the asset is made available to the counterparty, however, where a contract contains specific acceptance testing conditions, lease accounting will not commence until the asset has successfully passed the acceptance tests. We assess a lease under the modification guidance when there is a change to the terms and conditions of the contract that results in a change in the scope or the consideration of the lease.
For operating leases, costs directly associated with the execution of the lease or costs incurred after lease inception (the execution of the contract) but prior to the commencement of the lease that directly relates to preparing the asset for the contract (for example bunker costs), are capitalized and amortized to the consolidated statement of income over the lease term. We also defer upfront net revenue payments (for example positioning fees) for operating leases to our consolidated balance sheet and amortize these amounts in the consolidated statement of income over the lease term. Fixed revenue from operating leases is accounted for on a straight-line basis over the life of the lease; while variable revenue is accounted for as incurred in the relevant period. Fixed revenue includes fixed payments and variable payments based on a rate or index. For our operating leases for LNG carriers, we have historically elected the practical expedient to combine our service revenue and operating lease income generated from our time charter agreements as both the timing and the pattern of transfer of the components are the same.
•Time charter agreements
Revenues include minimum lease payments under time charters, fees for positioning and repositioning vessels. Revenues generated from time charters, which we generally classify as operating leases, are recorded over the term of the charter as service is provided. However, we do not recognize revenue if a charter has not been contractually committed to by a customer and ourselves, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. Initial direct costs (those directly related to the negotiation and consummation of the lease) are deferred and allocated to earnings over the lease term. Rental income and expense are amortized over the lease term on a straight-line basis.
Repositioning fees (included in time and voyage charter revenues) received in respect of time charters are recognized at the end of the charter when the fee becomes fixed and determinable. However, where there is a fixed amount specified in the charter, which is not dependent upon redelivery location, the fee will be recognized evenly over the term of the charter.
Under time charters, voyage expenses are generally paid by our customers. Voyage related expenses, principally fuel, may also be incurred when positioning or repositioning the vessel before or after the period of time charter and during periods when the vessel is not under charter or is off-hire, for example when the vessel is undergoing repairs. These expenses are recognized as incurred. Bunkers consumption represents mainly bunkers consumed during commercial waiting time and off-hire.
•Revenue accounting
Contracts within the scope of revenue accounting are generally those that do not contain a lease or that form part of our ordinary activities of developing and operating FLNG projects. Contracts with a customer are assessed to identify the performance obligations in the contract, determine the transaction price and allocation of the transaction price to the performance obligations identified. Revenue is recognized when the performance obligations are satisfied – either at a point in time or over time, considering the appropriate pattern of transfer of control over time. Contract liabilities arise when the customer makes payments in advance of receiving services while contract assets arise when services are provided in advance of customer payments being received.
•Liquefaction services revenue
For liquefaction services revenue, the provision of liquefaction services capacity is considered a single performance obligation recognized evenly over time. We consider our services (the receipt of customer’s gas, treatment and temporary storage on board our FLNG and delivery of LNG to waiting carriers) to be a series of distinct services that are substantially the same and have the same pattern of transfer to our customer. We recognize revenue when obligations under the terms of our contract are satisfied. We have applied the practical expedient to recognize liquefaction services revenue in proportion to the amount we have the right to invoice. Overproduction and underutilization arrangements in the LTA are variable consideration, estimated using the expected value method and recognized using the output method to the extent it is probable that a significant reversal will not occur. Contractual payment terms for liquefaction services are monthly in arrears. The period between invoicing and due date is not significant.
F-16
•Services revenue
Services revenue is generated from services rendered which includes but not limited to performing drydocking, site commissioning, hook-up services, FLNG studies and other services.
•Management fees
Management fees are generated from vessel management, which includes commercial and technical vessel-related services, ship operations and maintenance services and administrative services. The management services we provide are considered a single performance obligation recognized evenly over time as our services are rendered. We consider our services as a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. We recognize revenue when obligations under the terms of our contracts with our customers are satisfied. We have applied the practical expedient to recognize management fee revenue in proportion to the amount that we have the right to invoice. Our contracts generally have an initial term of one year or less, after which the arrangement continues until the end of the contract.
Leases as lessee
Operating leases where we are the lessee result in recognition of a right-of use (“ROU”) asset with a corresponding lease liability. The ROU asset is included in balance sheet line-items ‘Other current assets’ and ‘Other non-current assets’, depending on its maturity and the lease liability is included in balance sheet line-items ‘Other current liabilities’ and ‘Other non-current liabilities’. The ROU asset represents our right to use an underlying asset for the lease term and the lease liability represents our obligation to make lease payments per the lease agreement. Operating leases are recognized at commencement date based on the present value of lease payments over the lease term, using our incremental borrowing rate as assessed at lease commencement date. We do not separate the lease and non-lease components; they are considered a single lease component. The impact of subsequent amendments to lease agreement terms and conditions is assessed prospectively.
Insurance claims
We have two main types of insurance policies, being loss of hire (“LOH”) and hull and machinery (“H&M”).
LOH policies provides coverage for loss of revenue for our insured vessels and related claims are generally considered gain contingencies, which are recognized when the proceeds from our insurance syndication are realized or deemed realizable, net of any deductions where applicable. LOH is recognized on the face of our consolidated statement of operations in the line item “Other operating gains/(losses)”.
H&M policies protects us from damages in relation to our vessels and on-board equipment. Our insurance policies are considered loss recoveries. We recognize costs incurred at the time a loss event occurs. Insurance proceeds received from insured losses are recognized when considered probable of being recovered from the counterparty and for an amount net of any deductions that may apply. H&M costs and insurance recoveries are recognized on the face of our consolidated statement of operations in line item “Vessel operating expenses”.
Vessel operating expenses
Vessel operating expenses are recognized when incurred and include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and third-party management fees.
Project development expenses
Project development expenses are recognized when incurred and include legal, professional, consultancy, integration and non-core feasibility projects and other costs associated with pursuing future contracts and developing our pipeline of activities that have not met our internal threshold for capitalization.
F-17
Cash and cash equivalents
We consider all demand and time deposits and highly liquid investments with original maturities of three months or less to be equivalent to cash. Amounts are presented net of allowances for expected credit losses, which are assessed based on consideration of whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.
Restricted cash and short-term deposits
Restricted cash consists of bank deposits which may only be used to settle certain pre-arranged loans, bid bonds in respect of tenders for projects we have entered into, cash collateral required for certain swaps and other contracts which require us to restrict cash.
Short-term deposits represent highly liquid deposits placed with financial institutions, primarily from our consolidated VIEs, which are readily convertible into known amounts of cash with original maturities of less than 12 months. Interest income earned on our short-term deposits are recognized on an accrual basis on the face of our consolidated statement of operations in line item “Interest income”.
Amounts are presented net of allowances for expected credit losses, which are assessed considering whether the balances have short-term maturities and whether the counterparty has an investment grade credit rating, limiting any credit exposure.
Trade accounts receivables
Trade receivables are presented net of allowances for expected credit losses. At each balance sheet date, all potentially uncollectible accounts are assessed individually for the purpose of determining the appropriate allowance for expected credit loss. Our trade receivables have short maturities so we have considered that forecasted changes to economic conditions will have an insignificant effect on the estimate of the allowance, except in extraordinary circumstances.
Allowance for credit losses
Financial assets recorded at amortized cost and off-balance sheet credit exposures not accounted for as insurance (including financial guarantees) reflect an allowance for current expected credit losses (“credit losses”) over the lifetime of the instrument. The allowance for credit losses reflects a deduction to the net amount expected to be collected on the financial asset. Amounts are written off against the allowance when management believes the un-collectability of a balance is confirmed or certain. Expected recoveries will not exceed the amounts previously written-off or current credit loss allowance by financial asset category. We estimate expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. We have elected to calculate expected credit losses on the combined balance of both the amortized cost and accrued interest from the unpaid principal balance. Specific calculation of our credit allowances is included in the respective accounting policies included herein; all other financial assets are assessed on an individual basis calculated using the method we consider most appropriate for each asset.
Inventories
Inventories, which is primarily comprised of fuel, are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis.
Equity method investments
Equity method investments relate to our investments in entities over which we have significant influence, but over which we do not exercise control or have the power to control their financial and operational policies. Investments in these entities are accounted for by the equity method of accounting. This may also extend to certain investments in entities in which we hold a majority voting or ownership interest, but we do not control, due to the other parties’ substantive participating rights. Under this method, we record our investment at cost and adjust the carrying amount for our share of the income or losses from these equity method investments subsequent to the date of the investment and report the recognized earnings or losses in income. Dividends received from an equity method investment reduce the carrying amount of the investment. When we decrease our investment in equity method investments but continue to retain significant influence, we recognize a gain or loss for the difference between proceeds and carrying amount of the investment sold in the statement of operations line item “Net (losses)/income from equity
F-18
method investments”. The excess, if any, of the purchase price over book value of our equity method investments, or basis difference, is included in our consolidated balance sheets included in the carrying amount of our equity method investment. We allocate the basis difference across the assets and liabilities of the investee, with the residual assigned to goodwill. Any negative goodwill is recognized immediately in the income statement as a gain on bargain purchase. The basis difference will then be amortized through our consolidated statements of operations as part of the equity method of accounting.
Where there are indicators that fair value is below carrying value of our investments, we will evaluate these for other-than-temporary impairment. Consideration will be given to (i) the length of time and the extent to which fair value is below carrying value, (ii) the financial condition and near-term prospects of the investee and (iii) our intent and ability to hold the investment until any anticipated recovery. Where determined to be other-than-temporary impairment, we will recognize an impairment loss in the period in the line item “Net income/(losses) from equity method investments” in the consolidated statements of operations.
Vessels and equipment
Vessels and equipment are stated at cost less accumulated depreciation. The cost of vessels and equipment, less the estimated residual values, is depreciated on a straight-line basis over the assets’ remaining useful economic lives. Management estimates the residual values of our vessels based on broker scrap value cost of steel and aluminum times the weight of the ship noted in lightweight ton. Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons.
The cost of construction of FLNG Hilli’s mooring equipment is capitalized and depreciated over the term of the LTA.
Refurbishment costs incurred during the period are capitalized as part of vessels and equipment and depreciated over the vessels’ remaining useful economic lives. Refurbishment costs are costs that appreciably increase the capacity or improve the efficiency or safety of vessels and equipment.
Drydocking expenditures are capitalized when incurred and amortized over the period until the next anticipated drydocking. When a vessel is disposed of, any unamortized drydocking expenditure is charged against income in the period of disposal.
The capital costs include the addition of new equipment or modifications to the vessel which enhance or increase the operational efficiency and functionality of the vessel. These expenditures are capitalized and depreciated over the remaining useful life of the vessel. Expenditures of routine repairs and maintenance nature that do not improve the operating efficiency or extend the useful lives of the vessels are expensed as incurred.
Useful lives applied in depreciation are as follows:
| Vessels (excluding FLNG) | 40 years |
|---|---|
| Vessels - FLNG | 30 years from conversion date |
| Deferred drydocking expenditure | 5 years |
| Deferred drydocking expenditure - FLNG | 20 years |
| Mooring equipment - FLNG | 8 years |
| Office equipment and fittings | 3 to 6 years |
Intangible assets
Intangible assets relate to internal use software under development which is stated at cost. All costs incurred during the development of intangible assets, including purchase price and any directly attributable costs of preparing the asset for its intended use, are capitalized. Capitalization will cease and amortisation will commence when the software is available for its intended use. The useful life for intangibles is 3 years.
F-19
Assets under development
An asset is classified as an asset under development when there is a firm commitment from us to proceed with the construction of the asset and the likelihood of conversion is virtually certain to occur. An asset under development is classified as non-current and is stated at cost. All costs incurred during the construction of the asset, including conversion installment payments, interest, supervision and technical costs are capitalized. Nonrefundable reimbursements are offset against the cost incurred for the construction of the asset. Interest costs directly attributable to construction of the asset are capitalized. Capitalization ceases and depreciation commences once the asset is completed and available for its intended use.
Interest costs capitalized
Interest is capitalized on all qualifying assets that require a period of time to get ready for their intended use. Qualifying assets consist of new vessels under construction, asset under development and vessels undergoing conversion into FLNGs for our own use. In addition, certain equity method investments may be considered qualifying assets prior to commencement of their planned principal operation. The interest capitalized is calculated using the rate of interest on the loan to fund the expenditure or our weighted average cost of borrowings, where appropriate, from commencement of the asset development until substantially all the activities necessary to prepare the assets for their intended use are complete. If our financing plans associate a specific borrowing with a qualifying asset, we use the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset provided that does not exceed the amount of that borrowing. We do not capitalize amounts beyond the actual interest expense incurred in the period. Where there are multiple qualifying assets, deemed interest is allocated proportionally based on the relative asset base of each asset.
Asset retirement obligation
An asset retirement obligation (“ARO”) is a liability associated with the eventual retirement of a fixed asset.
The fair value of an ARO is recorded as a liability in the period when the obligation arises. The fair value of the ARO is measured using expected future discounted cash outflows. When the liability is recognized, we also capitalize the related ARO cost by adding it to the carrying amount of the related fixed asset. Each period, the liability is increased for the change in its present value with a corresponding charge to operating expenses. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related liability and asset.
Held for sale assets and disposal group
Individual assets or subsidiaries to be disposed of, by sale or otherwise in a single transaction, are classified as held for sale if all of the following criteria are met at the balance sheet date:
•management, having the authority to approve the action, commits to a plan to sell the assets or subsidiaries;
•the asset or subsidiaries are available for immediate sale in its (their) present condition subject only to terms that are usual and customary for such sales;
•an active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
•the sale is probable; and
•the transfer is expected to qualify for recognition as a completed sale, within one year.
The term probable refers to a future sale that is likely to occur, the asset or subsidiaries (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A disposal group is classified as discontinued operations if either of the following criteria are met: (1) a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale that represents a strategic shift that has or will have a major effect on our financial results and operations or (2) an acquired business or non-profit activity (the entity to be sold) that is classified as held for sale on the date of the acquisition.
Assets or subsidiaries held for sale are carried at the lower of their carrying amount and fair value less costs to sell. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale shall continue to be accrued. As an exception, investments in associates classified as held for sale continue to be measured in accordance with ASC 323 Investments - Equity Method and Joint Venture. Upon classification as held for sale, the assets are no longer depreciated.
F-20
If, at any time, the criteria for held for sale is no longer met, then the asset or disposal group will be reclassified to held and used. The asset or disposal group will be valued at the lower of the carrying amount before the asset or disposal group was classified as held for sale (as adjusted for any subsequent depreciation and amortization) and its fair value at the date of the subsequent decision not to sell. The effect of any such adjustment would be included in our income from continuing operations at the date of the decision not to sell and/or for the period in which the criterion for held for sale are no longer met.
Gain or loss on disposals of held for sale assets is recognized as the difference between the fair value of consideration received and the carrying amount of the assets disposed.
Impairment of vessels and assets under development
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our vessels and assets under development may not be recoverable. Indicators that we consider include, but are not limited to:
•a significant decrease in the market price of the asset;
•a significant adverse change in the extent or manner in which the asset is being used or in its physical condition;
•a significant adverse change in legal factors in the business climate that could affect the value of the asset, including an adverse action or assessment by a regulator;
•an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset;
•a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection of or forecast that demonstrates continuing losses associated with the use of an asset; and
•a current expectation that it is considered more likely than not that an asset will be sold or otherwise disposed of significantly before the end of its useful life.
We perform an annual impairment assessment considering the indicators listed above. If the results of our recoverability assessment demonstrates that the carrying amount of our vessels and assets under development exceeds the estimated undiscounted future cash flows that we have estimated as the fair value, we recognize an impairment loss based on the excess.
As at December 31, 2024, in assessing potential impairment indicators for FLNG Hilli, we considered broker valuations as well as the estimated undiscounted future cash flows from its long-term contract. While broker valuations provide an industry-accepted proxy for fair value, they do not necessarily reflect the economic value derived from long-term charter agreements. Accordingly, we incorporated the undiscounted future cash flows under the SESA definitive agreements, subject to the successful completion of conditions precedent, into our impairment assessment. The recoverability test demonstrated that the sum of the estimated undiscounted future cash flows significantly exceeds the vessel’s carrying amount.
As at December 31, 2024, FLNG Gimi, classified within “Assets under development,” is undergoing commissioning activities. In assessing whether indicators of impairment existed, management evaluated estimated undiscounted project cash flows and assessed the project's economic returns over its lifecycle. These forecasted returns are highly subjective and depend on key assumptions, including the expected date of commencement of commercial operations. Significant judgment was applied in estimating these inputs, particularly in determining the cost assumptions and revenue projections in the economic model.
As at December 31, 2024, the MKII FLNG, also classified within “Assets under development,” is in the early stages of development, with capitalized costs primarily related to engineering, procurement, and preparatory activities for conversion. While management continues to evaluate the project’s commercial prospects, there remains uncertainty regarding future deployment of the converted vessel. Given the long lead time for FLNG conversions and inherent market volatility, management continuously monitors indicators of impairment and assesses whether capitalized costs remain recoverable. Accordingly, we incorporated the undiscounted future cash flows based on potential customer contract into our impairment assessment. This includes assessing future liquefaction demand, project financing options, anticipated market conditions for deployment, including key downside risks comprising early termination, market price downturns, and increases in the budgeted capital expenditures.
As a result of the assessment, we determined that there is no impairment charge for FLNG Hilli, FLNG Gimi and MKII FLNG at December 31, 2024.
F-21
Investments in listed equity securities
Investments in listed equity securities represents ownership interests of a publicly listed entity. Investments in listed equity securities are recorded at fair value with changes in fair value reported in “Other non-operating income/(losses), net”. We classify our investment in listed equity securities in the consolidated statement of operations as non-operating because it is not integrated with our operations therefore is non-operating in nature. We use quoted market prices to determine the fair value of listed equity securities with a readily determinable fair value, unless the presence of certain restrictions warrants the application of a discount to fair value. We do not assess our investments in listed equity securities for impairment given they are carried at fair value.
We classify our investments in listed equity securities as current assets because the investment is available to be sold to meet liquidity needs if necessary, even if it is not the intention to dispose of the investment in the next twelve months.
Dividends received from our investments in listed equity securities are reflected as operating activities in the statement of cash flows unless such distributions relate to a return of capital in which case it is reflected as an investing activity in the statement of cash flows.
Debt
Our debt has consisted of short-term and long-term debt securities, convertible debt securities and credit facilities with banks and other lenders. Debt issuances are placed directly by us or through securities dealers or underwriters and are held by financial institutions. Debt is recorded on our consolidated balance sheets at par value adjusted for unamortized discount or premium and net of unamortized debt issuance costs. Debt issuance costs directly related to the issuance of debt are amortized over the life of the debt using the effective interest method and are recorded in interest expense, net of capitalized interest. Gains and losses on the extinguishment of debt are recorded in other financial items, net on our consolidated statements of operations.
Costs associated with long-term financing, including debt arrangement fees, are deferred and amortized over the term of the relevant debt under the effective interest method. Amortization of debt issuance costs is included in interest expense, net. These costs are presented as a deduction from the corresponding liability, consistent with debt discounts.
Derivatives
We use derivatives to reduce market risks associated with our operations. We use interest rate swaps for the management of interest rate risk exposure. The interest rate swaps effectively convert a portion of our debt from a floating to a fixed rate over the life of the transactions without an exchange of underlying principal. We use commodity swaps to reduce our economic exposure to fluctuations in the underlying commodities for our natural-gas linked tolling fee billings. We seek to reduce our exposure to fluctuations in foreign exchange rates through the use of foreign currency forward contracts. Certain of our contracts contain embedded derivatives. We do not apply hedge accounting.
All derivative instruments are initially recorded at fair value as either assets or liabilities in our consolidated balance sheets and subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. Where the fair value of a derivative instrument is a net liability, the derivative instrument is classified in “Other current liabilities” in our consolidated balance sheets. Where the fair value of a derivative instrument is a net asset, the derivative instrument is classified in “Other current assets” and “Other non-current assets” in our consolidated balance sheets, depending on its maturity.
The changes in the fair value of our interest rate and foreign exchange swap derivative instruments are recognized each period in “(Losses)/gains on derivative instruments, net” in our consolidated statements of operations while the changes in the fair value of our commodity swap derivative instruments are recognized each period in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in our consolidated statements of operations.
It is our policy to enter into master netting agreements with counterparties to derivative financial instrument contracts, which give us the legal right to discharge all or a portion of the amounts owed to the counterparty by offsetting them against amounts that the counterparty owes to us. We have elected not to offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable master netting arrangements.
F-22
The fair values of the oil and gas derivative instruments were determined using the estimated discounted cash flows of the additional payments due to us as a result of oil and gas prices moving above the contractual floor price over the remaining term of the LTA. Significant inputs used in the valuation of the oil and gas derivative instruments include the Euro/U.S. Dollar exchange rates based on the forex forward curve for the gas derivative instrument and management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets. The oil and gas derivative instruments are classified in “Other non-current assets” in the consolidated balance sheets, depending on the LTA’s maturity. The changes in fair value of our oil and gas derivative instruments are recognized in each period within “Realized and unrealized gain/(loss) on oil and gas derivative instruments” in our consolidated statement of operations.
Convertible Bonds
We account for debt instruments with convertible features in accordance with the details and substance of the instruments at the time of their issuance. For convertible debt instruments issued at a substantial premium to equivalent instruments without conversion features, or those that may be settled in cash upon conversion, it is presumed that the premium or cash conversion option represents an equity component.
Accordingly, we determine the carrying amounts of the liability and equity components of such convertible debt instruments by first determining the carrying amount of the liability component by measuring the fair value of a similar liability that does not have an equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds from the issue. The resulting equity component is recorded, with a corresponding offset to debt discount which is subsequently amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components.
For conventional convertible bonds which do not have a cash conversion option or where no substantial premium is received on issuance, it may not be appropriate to separate the bond into the liability and equity components.
Contingencies
We may, from time to time, be involved in various legal proceedings, claims, lawsuits and complaints that arise in the ordinary course of business. We will recognize a contingent liability in our consolidated financial statements if the contingency has occurred at the balance sheet date and where we believe that the likelihood of loss was probable and the amount can be reasonably estimated. If we determine that the reasonable estimate of the loss is a range and there is no best estimate within the range, we will recognize the lower amount within the range. A contingent gain is only recognized when the amount is considered realized or realizable. Legal costs are expensed as incurred.
Pensions
Defined benefit pension costs, assets and liabilities requires significant actuarial assumptions to be adjusted annually to reflect current market and economic conditions. Our accounting policy provides that full recognition of the funded status of defined benefit pension plans is to be included within our consolidated balance sheets. The pension benefit obligation is calculated by using a projected unit credit method.
Defined contribution pension costs represent our promise to make defined amounts of contributions to an individual participant’s retirement account prior to retirement, and the participant bears all the actuarial risk relating to that account once the contribution is made. Pension benefit cost is recognized in respect of the accounting period in which a contribution to the scheme is payable and is recorded in our consolidated statements of operations. A liability on our balance sheet will be recognized for any contributions due but unpaid as of the balance sheet date.
We entered into a buy-in insurance agreement for one of the defined benefit pension plans. This arrangement involves the purchase of an insurance contract that transfers longevity, market, interest rate, and inflation risks to the insurer, reducing the pension risk retained within the plan. The insurance contract is recognized as a plan asset at its initial purchase price, equal to the premium paid. In accordance with ASC 715, the contract is subsequently remeasured at fair value, with respective adjustments recognized in other comprehensive income. The fair value of the plan assets is expected to align with the related defined benefit obligation, resulting in no net impact on the plan’s funded status as reported on the balance sheet.
F-23
Guarantees
Guarantees issued by us, excluding those that are guaranteeing our own performance, are recognized at fair value at the time that the guarantees are issued, or upon the deconsolidation of a subsidiary, and reported in “Other current liabilities” and “Other non-current liabilities”. A liability is recognized for the fair value of the obligation undertaken in issuing the guarantee. If it becomes probable that we will have to perform under a guarantee, we will recognize an additional liability if (and when) the amount of the loss can be reasonably estimated. The recognition of fair value is not required for certain guarantees such as the parent’s guarantee of a subsidiary’s debt to a third party.
Financial guarantees are assessed for expected credit losses and any allowance is presented as a liability for off-balance sheet credit exposures where the balance exceeds the collateral provided over the remaining instrument life. The allowance is assessed at the individual guarantee level, calculated by multiplying the balance exposed on default by the probability of default and loss given default over the term of the guarantee.
Treasury shares
Treasury shares are recognized as a separate component of equity for an amount corresponding to the purchase consideration transferred to repurchase the shares. Upon subsequent disposal of treasury shares, any consideration is recognized directly in equity.
Stock-based compensation
Our stock-based compensation includes both stock options and restricted stock units (“RSUs”). We expense the fair value of stock-based compensation issued to employees and non-employees over the period the stock options or RSUs vest (fair value as determined for stock-based compensation uses some fair value measurement techniques, which differs from other fair value measurements). We recognize stock-based compensation cost for awards containing a service condition only on a straight-line basis over the employee’s requisite service period or the non-employee’s vesting period, unless the award contains performance and/or market conditions, in which case stock-based compensation cost is recognized using the graded vesting method. Certain stock options and RSUs provide for accelerated vesting in the event of death or disability in service or a change in control (as defined in the Golar LNG Limited Long Term Incentive Plan (the “LTIP”)). No compensation cost is recognized for stock-based compensation for which the individuals do not render the requisite service. We have elected to recognize forfeitures as they occur. The fair value of stock options is estimated using the Black-Scholes option pricing model. The fair value of RSUs is estimated using the market price of our common shares at grant date or the Monte Carlo simulation model, as appropriate. Upon eventual stock option exercises or RSU conversions, shares delivered will be made available from either our authorized unissued shares, treasury shares or repurchasing our shares in the open market.
Earnings per share
Basic earnings per share (“EPS”) is computed based on the income available to common shareholders and the weighted average number of shares outstanding for basic EPS. Treasury shares are not included in the calculation. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments. Such potentially dilutive common shares are excluded when the effect would be to increase earnings per share or reduce a loss per share.
Income tax (expense)/ benefit
Income taxes are based on a separate return basis. The guidance on “Income tax (expense)/ benefit” prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Penalties and interest related to uncertain tax positions are recognized in “Income tax (expense)/ benefit” in the consolidated statements of operations.
F-24
Deferred taxes
Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in the statement of comprehensive income is recognized in the statement of changes in equity and not in the consolidated statements of operations.
Acquisitions
When the assets acquired and liabilities assumed constitute a business, then the acquisition is a business combination. If substantially all of the fair value of the gross asset acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset is not considered a business. Business combinations are accounted for under the acquisition method. On acquisition, the identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognized as goodwill. In instances where the cost of acquisition is lower than the fair values of the identifiable net assets acquired (i.e. bargain purchase), the difference is credited to the statement of operations in the period of acquisition. The consideration transferred for an acquisition is measured at fair value of the consideration transferred. Acquisition related costs are expensed as incurred. The results of operations of acquired businesses are included from the date of acquisition.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, we will recognize a measurement-period adjustment during the period in which we determine the amount of the adjustment, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date.
For acquisitions that do not meet the definition of a business, we account for the transaction as an asset acquisition whereby the cost of the acquisition is allocated to the assets acquired and liabilities assumed and no goodwill is recognized.
Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also related if they are subject to common control or significant influence. Amounts due from related parties are presented net of allowances for expected credit losses, which are calculated using a loss rate applied against an aging matrix. Advances or loans to/from related parties are recorded at cost.
F-25
| 3. | RECENTLY ISSUED ACCOUNTING STANDARDS |
|---|
Adoption of new accounting standards
In November 2023, the FASB issued 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments to ASC 280 Segment Reporting introduce new requirements for a public entity to disclose significant segment expenses and other segment items. We adopted this with effect from January 1, 2024. Refer to Segment Information (note 6) for the prospective impact of the adoption of ASU 2023-07.
In March 2024, the FASB issued 2024-01 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The FASB issued the amendments in this update to improve generally accepted accounting principles (GAAP) by adding illustrative examples to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards (“profits interest awards”) should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. These changes do not impact GLNG’s existing accounting policies or financial statements
In March 2024, the FASB issued 2024-02 Codification Improvements—Amendments to Remove References to the Concepts Statements. This update contains amendments to the Codification that remove references to various Concepts Statements (which are non-authoritative US GAAP) and are included in the FASB’s ongoing project to conform, clarify and simplify existing guidance. These changes do not impact GLNG’s existing accounting policies or financial statements.
Accounting pronouncements that have been issued but not yet adopted
The following table provides a brief description of other recent accounting standards that have been issued but not yet adopted as of December 31, 2024:
| Standard | Description | Expected date of Adoption | Effect on our Consolidated Financial Statements |
|---|---|---|---|
| ASU 2023-05 Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. | Removes diversity in practice and requires certain joint ventures, upon formation, to apply a new basis of accounting consistent with ASC 805 Business Combinations in the joint venturer’s separate financial statements. This guidance is effective for all joint ventures with a formation date on or after January 1, 2025; early adoption is permitted. | January 1, 2025 | No impact expected as a result of the adoption of this ASU. |
| ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures | These amendments enhance disclosures relating to income taxes, including the income tax rate reconciliation and information related to income taxes paid. The guidance is effective for us on January 1, 2025. Early adoption is permitted. | January 1, 2025 | We are assessing the impact of this ASU. Upon adoption, if material, the impact will be limited to additional disclosure requirements in our annual financial statements in 2025. |
| ASU 2024-03 Income Statement—Reporting Comprehensive<br><br>Income—Expense Disaggregation Disclosures<br><br>(Subtopic 220-40)<br><br><br><br>ASU 2025-01 Income Statement—Reporting Comprehensive<br><br>Income—Expense Disaggregation Disclosures<br><br>(Subtopic 220-40): Clarifying the Effective Date | This requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. | January 1, 2027 | We are still assessing the impact of this ASU. |
F-26
| Standard | Description | Expected date of Adoption | Effect on our Consolidated Financial Statements |
|---|---|---|---|
| ASU 2024-04 Debt—Debt with Conversion and<br><br>Other Options (Subtopic 470-20) | On November 26, 2024, the FASB issued ASU 2024-04,1 which amends ASC 470-202 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. | January 1, 2026 | We are still assessing the impact of this ASU. but it is not expected to be relevant to any of Golar's instruments. |
| 4. | SUBSIDIARIES | ||
| --- | --- |
The following table lists our significant subsidiaries and their purpose as of December 31, 2024. Unless otherwise indicated, we own a 100% ownership interest in each of the following subsidiaries.
| Name | Jurisdiction of Incorporation | Purpose |
|---|---|---|
| Gimi Holding Company Limited | Bermuda | Holding company |
| Golar LNG Energy Limited | Bermuda | Holding company |
| Golar Hilli LLC | Marshall Islands | Holding company |
| Golar Hilli Corporation | Marshall Islands | Leases the FLNG Hilli* |
| Golar LNG 2216 Corporation | Marshall Islands | Owns the Golar Arctic |
| Gimi MS Corporation | Marshall Islands | Owns the FLNG Gimi |
| Golar MK II Corporation | Marshall Islands | Owns the MKII FLNG |
| Golar Management (Bermuda) Limited | Bermuda | Management company |
| Golar Management Limited | United Kingdom | Management company |
| Golar Management AS | Norway | Vessel management company |
| Golar Viking Management D.O.O | Croatia | Vessel management company |
* The above table excludes mention of the lessor variable interest entity (“lessor VIE”) that we have leased a vessel from under a finance lease. The lessor VIE is a wholly-owned, newly formed special purpose vehicle (“SPV”) of a financial institution. While we do not hold any equity investments in this SPV, we have concluded that we are the primary beneficiary of this lessor VIE and accordingly have consolidated this entity into our financial results (note 5).
F-27
| 5. | VARIABLE INTEREST ENTITIES |
|---|---|
| 5.1 | Lessor VIEs |
| --- | --- |
As of December 31, 2024 and 2023, we leased one vessel from CSSC (Hong Kong) Shipping Company Limited (“CSSC entity”) as part of a sale and leaseback agreement. The CSSC entity is a wholly-owned, special purpose vehicle (“Lessor SPV”). We sold our vessel, the FLNG Hilli and then subsequently leased back the vessel on a bareboat charter. In June 2023, we entered into the fourth side letter to FLNG Hilli’s sale and leaseback facility which amended the reference rate to a Secured Overnight Financing Rate (“SOFR”) from London Interbank Offered Rate (“LIBOR”), reduced the margin and extended the tenor of the facility by five years to 2033. These amendments did not impact our total bareboat obligations. We have an option to repurchase the vessel at a fixed predetermined amount during its charter period and an obligation to repurchase the vessel at the end of the vessel’s lease period.
While we do not hold any equity investments in the Lessor SPV, we have determined that we have a variable interest in the Lessor SPV and that the lessor entity, that owns the vessel, is the lessor VIE. Based on our evaluation of the agreements, we have concluded that we are the primary beneficiary of the lessor VIE and, accordingly, the lessor VIE is consolidated into our financial statements. We did not record any gains or losses from the sale of this vessel as it continued to be reported as a vessel at its original cost in our consolidated financial statements at the time of transaction. Similarly, the effect of the bareboat charter arrangement is eliminated upon consolidation of the Lessor SPV. The equity attributable to the respective lessor VIE is included in non-controlling interests in our consolidated financial statements. As of December 31, 2024 and 2023, the vessel is reported under “Vessels and equipment, net” in our consolidated balance sheets.
The following table gives a summary of our sole sale and leaseback arrangement, including the repurchase option and obligation as of December 31, 2024:
| Vessel | Effective from | Lessor | Sales value (in $ millions) | Lease duration | Next repurchase option (in $ millions) | Date of next repurchase option | Net repurchase obligation at end of lease term (in $ millions) | End of lease term |
|---|---|---|---|---|---|---|---|---|
| FLNG Hilli | June 2018 | CSSC entity | 1,200.0 | 15 years | 421.0 | June 2028 | 207.9 | June 2033 |
A summary of our payment obligations (excluding the repurchase option and obligation) under the bareboat charter with our sole lessor VIE as of December 31, 2024, are shown below:
| (in thousands of $) | 2025 | 2026 | 2027 | 2028 | 2029 | 2030+ |
|---|---|---|---|---|---|---|
| FLNG Hilli (1) | 82,878 | 79,701 | 76,615 | 73,348 | 70,172 | 206,209 |
(1) The payment obligations above include variable rental payments due under the lease based on assumed SOFR plus a margin.
The assets and liabilities of the VIE that most significantly impact our consolidated balance sheets as of December 31, 2024 and 2023, are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Assets | ||
| Restricted cash and short-term deposits (note 15) | 17,472 | 18,085 |
| Liabilities | ||
| Accrued expenses (note 22) | (12,244) | (3,334) |
| Other non-current liabilities (note 24) | (184,000) | — |
| Debt: | ||
| Current portion of long-term debt and short-term debt (1) | (278,551) | (299,576) |
| Long-term debt (1) | (33,432) | (93,617) |
| Total debt | (311,983) | (393,193) |
(1) Where applicable, these balances are net of deferred finance charges (note 21).
F-28
The most significant impact of the VIE’s operations on our consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows, for the years ended December 31, 2024, 2023 and 2022 are as follows:
| (in thousands of $) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Continuing operations | |||
| Statement of operations | |||
| Other financial items, net (note 10) | 4,997 | — | — |
| Interest expense | 19,989 | 11,015 | 8,406 |
| Statement of cash flows | |||
| Net debt repayments | (82,804) | (98,242) | (123,554) |
| Net debt receipts | 1,145 | — | 20,640 |
| Financing costs paid | — | (3,158) | — |
| Discontinued operations | |||
| Statement of operations | |||
| Interest expense | — | — | 3,814 |
| 5.2 | Golar Hilli LLC | ||
| --- | --- |
Golar Hilli LLC (“Hilli LLC”) owns Golar Hilli Corp. (“Hilli Corp”), the disponent owner of FLNG Hilli. Hilli LLC's ownership is represented by three classes of units:
•Series A Special Units rank senior to Hilli Common Units and on par with Series B Special Units. They are redeemable upon LTA termination for $1 per unit plus unpaid distributions. “Series A Distributions” reflect incremental cash receipts when Brent linked crude prices exceed $60 per barrel.
•Series B Special Units rank similarly but have no conversion or redemption features. They entitle holders to 95% of vessel expansion capacity distributions, with 5% allocated to Hilli Common Unit holders.
•Hilli Common Units receive distributions only after Series A and B distributions are paid.
Below are the repurchase transactions of the Hilli LLC's non-controlling interests:
•On March 15, 2023, we repurchased 1,230 Hilli Common Units, held by our former affiliate, Golar LNG Partners LP (“Golar Partners”) from NFE in exchange for cash consideration of $100.0 million, our 4.1 million Class A common shares of NFE (“NFE Shares”) with a fair value of $116.9 million and our assumption of distribution rights to these 1,230 Hilli Common Units for the period from January 1, 2023 to March 15, 2023 (which NFE waived) with a fair value of $3.9 million (the “2023 Hilli Buyback”). The 2023 Hilli Buyback was considered an equity transaction and resulted in a loss of $251.2 million in equity; and
•On December 23, 2024, we repurchased all remaining non-controlling interest in Hilli LLC, acquiring 134 Hilli Common Units, 268 Series A Special Units and 268 Series B Special Units from affiliates of Seatrium Limited (“Seatrium”, formerly known as Keppel Shipyard Limited) and Black & Veatch Corporation (“B&V”) for a cash consideration of $59.9 million and our assumption of distribution rights to these units for the period from October 1, 2024 to December 23, 2024 (which Seatrium and B&V waived) with a fair value of $2.4 million (the “2024 Hilli Buyback”). The 2024 Hilli Buyback was considered an equity transaction and resulted in a gain of $1.9 million in equity.
•Following our 100% ownership of Hilli LLC, the entity ceased to be a VIE but we continue to consolidate as a Voting Interest Entity.
F-29
Summarized financial information of Hilli LLC
The assets and liabilities of Hilli LLC (1) that most significantly impacted our consolidated balance sheet as of December 31, 2023, are as follows:
| (in thousands of $) | 2023 |
|---|---|
| Balance sheet | |
| Current assets | 70,461 |
| Non-current assets | 1,212,922 |
| Current liabilities | (342,480) |
| Non-current liabilities | (125,094) |
(1) As Hilli LLC is the primary beneficiary of the lessor VIE (see above) the Hilli LLC balances include the lessor VIE.
The most significant impacts of the Hilli LLC operations on our consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows, for the years ended December 31, 2024, 2023 and 2022 are as follows:
| (in thousands of $) | 2024 (1) | 2023 | 2022 |
|---|---|---|---|
| Statement of operations | |||
| Liquefaction services revenue | 224,959 | 245,418 | 213,970 |
| Realized and unrealized gain/(loss) on oil and gas derivative instruments | 39,226 | (84,751) | 520,997 |
| Statement of changes in equity | |||
| Additional paid-in capital | 1,883 | (251,249) | — |
| Non-controlling interest | (59,436) | 34,309 | — |
| Statement of cash flows | |||
| Reacquisition of common units in Hilli LLC | (59,919) | (100,047) | — |
| Net debt repayments | (82,804) | (98,242) | (123,554) |
| Net debt receipts | 1,145 | — | 20,640 |
| Financing costs paid | — | (3,158) | — |
| Cash dividends paid | (11,245) | (23,449) | (55,169) |
(1) The amounts above presents the full-year impact of the lessor VIE's operations for the year ended December 31, 2024, rather than a prorated amount through December 23, 2024, the effective date when the entity ceased to be a VIE.
| 5.3 | Gimi MS Corporation |
|---|
In April 2019, Gimi MS Corporation (“Gimi MS”) entered into a subscription agreement with First FLNG Holdings, a wholly-owned subsidiary of Keppel Asia Infrastructure Fund, for a 30% share of the FLNG Gimi (the “Subscription Agreement”). Gimi MS will construct, own and operate the FLNG Gimi, while First FLNG Holdings subscribed to 30% of Gimi MS's common share capital, equivalent to 30% of the estimated project cost. Under the Subscription Agreement, Gimi MS may call for cash from the shareholders for future funding requirements, and shareholders are required to contribute to such cash calls up to a defined cash call contribution.
Concurrent with the closing of the sale of the common shares, we determined that (i) Gimi MS is a VIE and (ii) we are the primary beneficiary and retain sole control over the most significant activities and the greatest exposure to variability in residual returns and expected losses from the Gimi. Thus, Gimi MS continues to be consolidated into our financial statements.
F-30
Summarized financial information of Gimi MS
The assets and liabilities of Gimi MS that most significantly impacted our consolidated balance sheet as of December 31, 2024 and 2023, are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Balance sheet | ||
| Current assets | 139,911 | 17,359 |
| Non-current assets | 1,795,646 | 1,702,148 |
| Current liabilities | (186,149) | (168,370) |
| Non-current liabilities | (602,819) | (585,678) |
The most significant impacts of Gimi MS VIE’s operations on our consolidated statement of cash flows, for the years ended December 31, 2024, 2023 and 2022 are as follows:
| (in thousands of $) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Statement of cash flows | |||
| Additions to asset under development | 204,997 | 308,093 | 267,421 |
| Capitalized financing costs | (1,251) | (1,780) | (2,748) |
| Net debt receipts | 70,000 | 95,000 | 125,000 |
| Net debt repayments | (29,167) | — | — |
| Proceeds from subscription of equity interest | 45,206 | 80,021 | 39,275 |
| 6. | SEGMENT INFORMATION | ||
| --- | --- |
We report our financial results under three reportable segments: “FLNG”, “Corporate and other” and “Shipping”. These segments are distinguishable components of our business, each engaging in revenue-generating activities, incurring expenses, and facing unique risks and rewards. Our operating segments align with our reportable segments. Our Board of Directors (the “Board”) serves as our chief operating decision maker (“CODM”) and is responsible for allocating resources to and assessing the performance of each operating segment based on Adjusted EBITDA.
Reconciliations of net income/(loss) to Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022 are as follows:
| (in thousands of $) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net income/(loss) | 80,793 | (2,850) | 939,057 |
| Income tax (benefit)/expense | (18) | 1,870 | (438) |
| Income/(loss) before income taxes | 80,775 | (980) | 938,619 |
| Depreciation and amortization | 53,526 | 50,294 | 51,712 |
| Impairment of long-lived assets (note 19) | 22,933 | 5,021 | 76,155 |
| Unrealized loss/(gain) on oil and gas derivative instruments, net (note 8) | 101,862 | 284,658 | (288,977) |
| Realized and unrealized mark-to-market losses/(gains) on our investment in listed equity securities (note 9) | — | 62,308 | (400,966) |
| Other non-operating loss/(income), net (note 9) | 7,000 | (9,823) | (11,916) |
| Interest income | (37,350) | (46,061) | (12,225) |
| Interest expense, net | — | — | 19,286 |
| (Gains)/losses on derivative instruments, net (note 10) | (65) | 7,227 | (71,497) |
| Other financial items, net (note 10) | 4,317 | 900 | 5,380 |
| Net loss/(income) from equity method investments (note 17) | 7,502 | 2,520 | (19,041) |
| Net (income)/loss from discontinued operations (note 14) | — | (293) | 76,450 |
| Adjusted EBITDA | 240,500 | 355,771 | 362,980 |
F-31
Our three distinct reportable and operating segments are as follows:
•FLNG – This segment includes our operation of FLNG vessels or projects. We convert LNG carriers into FLNG vessels or build new FLNG vessels and subsequently contract them to third parties. We currently have one operational FLNG, the FLNG Hilli, one FLNG moored at the GTA field offshore Mauritania and Senegal, the FLNG Gimi, which is undergoing commissioning activities and one FLNG undergoing early stages of conversion, the MKII FLNG (note 18).
•Corporate and other – This segment includes our vessel management including floating storage and regasification unit (“FSRU”) services for third parties, administrative services to affiliates and third parties, our corporate overhead costs and other strategic investments.
•Shipping – This segment includes our LNG carrier transportation operations.
| Year Ended December 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total results from continuing operations | ||||||
| Statement of Operations: | ||||||||||
| Total operating revenues | 224,959 | 23,067 | 12,346 | 260,372 | ||||||
| Vessel operating expenses (2) | (82,284) | (22,644) | (11,840) | (116,768) | ||||||
| Voyage, charterhire and commission expenses, net | — | (33) | (4,782) | (4,815) | ||||||
| Administrative expenses (3) | (1,269) | (26,210) | (26) | (27,505) | ||||||
| Project development expenses (4) | (7,258) | (5,082) | (1) | (12,341) | ||||||
| Realized gain on oil and gas derivative instruments (note 8) | 141,088 | — | — | 141,088 | ||||||
| Other operating income | 469 | — | — | 469 | ||||||
| Adjusted EBITDA | 275,705 | (30,902) | (4,303) | 240,500 | ||||||
| Net loss from equity method investments (note 17) | — | (7,502) | — | (7,502) | Balance Sheet: | December 31, 2024 | ||||
| --- | --- | --- | --- | --- | ||||||
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total | ||||||
| Total assets (5) | 3,623,417 | 639,159 | 105,101 | 4,367,677 | ||||||
| Equity method investments (note 17) | — | 43,665 | — | 43,665 | ||||||
| Capital expenditures (note 18, 19 and 20) (2) | 529,263 | 6,060 | 63,158 | 598,481 |
F-32
| Year Ended December 31, 2023 | ||||
|---|---|---|---|---|
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total results from continuing operations |
| Statement of Operations: | ||||
| Total operating revenues | 245,418 | 35,086 | 17,925 | 298,429 |
| Vessel operating expenses (2) | (65,748) | (19,248) | (6,153) | (91,149) |
| Voyage, charterhire and commission expenses, net | (583) | (19) | (1,581) | (2,183) |
| Administrative expenses (3) | (417) | (33,031) | (14) | (33,462) |
| Project development expenses (4) | (4,151) | (34,909) | (70) | (39,130) |
| Realized gain on oil and gas derivative instruments (note 8) | 199,907 | — | — | 199,907 |
| Other operating income (notes 7 and 19) | 15,542 | 7,817 | — | 23,359 |
| Adjusted EBITDA | 389,968 | (44,304) | 10,107 | 355,771 |
| Net (loss)/income from equity method investments (note 17) | — | (4,834) | 2,314 | (2,520) |
| Balance Sheet: | December 31, 2023 | |||
| --- | --- | --- | --- | --- |
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total |
| Total assets | 3,160,457 | 866,088 | 57,442 | 4,083,987 |
| Equity method investments (note 17) | — | 53,982 | — | 53,982 |
| Capital expenditures (note 18, 19 and 20) | 568,485 | 4,406 | 8,492 | 581,383 |
| Year Ended December 31, 2022 | ||||
| --- | --- | --- | --- | --- |
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total results from continuing operations |
| Statement of Operations: | ||||
| Total operating revenues (6) | 214,825 | 43,230 | 9,685 | 267,740 |
| Vessel operating expenses (2) | (58,583) | (6,578) | (7,641) | (72,802) |
| Voyage, charterhire and commission expenses, net | (600) | (34) | (1,810) | (2,444) |
| Administrative expenses (3) | 22 | (38,224) | 102 | (38,100) |
| Project development expenses (4) | (5,335) | (2,637) | (45) | (8,017) |
| Realized gain on oil and gas derivative instruments (note 8) | 232,020 | - | - | 232,020 |
| Other operating losses | (15,417) | - | - | (15,417) |
| Adjusted EBITDA | 366,932 | (4,243) | 291 | 362,980 |
| Net income from equity method investments (note 17) | — | (5,193) | 24,234 | 19,041 |
F-33
| Balance Sheet: | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| (in thousands of $) | FLNG | Corporate and other (1) | Shipping | Total results from continuing operations | Assets held for sale | Total results from continuing operations |
| Total assets | 2,815,552 | 1,410,587 | 52,700 | 4,278,839 | 721 | 4,279,560 |
| Equity method investments | — | 48,669 | 55,439 | 104,108 | — | 104,108 |
| Capital expenditures | 301,292 | — | 2,901 | 304,193 | — | 304,193 |
(1) Includes inter-segment eliminations arising from vessel and administrative management fees revenue segments.
(2) Includes crew, repairs and maintenance, spares, stores and consumables and insurance costs.
(3) Includes employee compensation and benefits, audit and accounting fees, legal fees and other corporate costs, which are managed centrally under our “Corporate and other” segment.
(4) Includes costs incurred for early-stage development activities, feasibility studies, and business development efforts for projects not yet at Final Investment Decision (“FID”).
(5) In March 2024, we acquired the Fuji LNG, the donor vessel for MKII FLNG for $77.5 million and consequently the deposit of $15.5 million was reclassified from “Other non-current assets” to “Vessels and equipment, net”. Upon completion of the acquisition, the vessel's cost and drydocking expenditures incurred during the year were presented under the “Shipping” segment as she was trading as an LNG carrier.
(6) Total operating revenues under the FLNG segment includes $0.9 million revenue from a FLNG study.
Revenues from external customers
For the years ended December 31, 2024, 2023 and 2022, revenues from the following customer accounted for over 10% of our total operating revenues:
| (in thousands of $) | 2024 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Perenco and SNH (1) | 224,959 | 86 | % | 245,418 | 82 | % | 213,970 | 80 | % |
(1) LTA with Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”), (together, the “Customer”) in relation to the FLNG Hilli (note 7).
The revenue from external customers above excludes vessel and other management fees from related parties (note 28).
Geographic data
The following geographical data presents our revenues and total assets associated with the FLNG Hilli, while operating under the LTA in Cameroon. Our CODM does not evaluate our operating segments according to geographical region or by asset.
Cameroon
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Liquefaction services revenue | 224,959 | 245,418 | 213,970 |
| December 31, | |||
| --- | --- | --- | --- |
| (in thousands of $) | 2024 | 2023 | 2022 |
| Total assets | 1,168,629 | 1,256,193 | 1,559,158 |
As of December 31, 2024, we have limited revenue from time and voyage charters. Our LNG carrier fleet includes two LNG carriers, Golar Arctic and Fuji LNG. The charterer controls the routes of LNG carriers, which are generally worldwide.
F-34
| 7. | REVENUE |
|---|
The following table represents a disaggregation of revenue earned from contracts with customers during the years ended December 31, 2024, 2023 and 2022. Liquefaction services revenue is included in our “FLNG” segment while Vessel management fees and other revenues is included in our “Corporate and other” segment.
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Base tolling fee (1) | 204,501 | 204,501 | 204,501 |
| Amortization of deferred commissioning period revenue (2) | 4,131 | 4,120 | 4,120 |
| Amortization of Day 1 gains (3) | 12,575 | 12,541 | 22,608 |
| Overproduction/ (underutilization) (4) | 102 | 20,129 | (20,089) |
| Incremental base tolling fee (5) | 5,000 | 5,000 | 5,000 |
| Other (6) | (1,350) | (873) | (2,170) |
| Liquefaction services revenue | 224,959 | 245,418 | 213,970 |
| Management fees revenue (7) | 22,632 | 20,983 | 27,916 |
| Service revenue (8) | — | 13,798 | 14,423 |
| Other revenues | 435 | 305 | 1,746 |
| Vessel management fees and other revenues | 23,067 | 35,086 | 44,085 |
(1) The LTA bills at a base rate when the oil prices are at or below $60 per barrel, with an increased rate when prices exceed $60 per barrel. The oil price above the base rate is recognized as a derivative and included in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in the consolidated statements of operations (note 8).
(2) Customer billing during the commissioning period, prior to vessel acceptance and commencement of the contract term was deferred (note 23 and 24) and recognized evenly over the term of the LTA.
(3) Day 1 gains result from amount established on the initial recognition of the FLNG Hilli’s oil derivative instrument embedded in the LTA and the FLNG Hilli's gas derivative instruments pursuant to LTA (“LTA Amendment 3”) (note 23 and 24). These amounts were deferred on initial recognition and amortized evenly over the contract term.
(4) In March 2021, we entered into the second amendment to the LTA, changing the contract term from a fixed capacity of 500.0 billion cubic feet to a fixed term ending on July 18, 2026 (“LTA Amendment 2”). This amendment also permits billing adjustments for production variances commencing in 2019. Overproduction is invoiced at the end of each contract year, while underutilization (which is capped per contract year) is a reduction against our final invoice to the Customer at the end of the LTA in July 2026.
Pursuant to the fourth amendment to the LTA, the contracted capacity for 2023 increased by 0.04 million tonnes (from 1.4 million tonnes to 1.44 million tonnes) by incorporating 2022 underutilization into 2023 LNG production. The increased production target was met, releasing the 2022 underutilization liability of $35.8 million to our consolidated statement of operations in 2023, of which $20.1 million is recognized in “Liquefaction services revenue” and $15.7 million is recognized in “Other operating income”.
(5) In July 2021, we entered into the third amendment to the LTA to increase the FLNG Hilli's annual contracted capacity by 0.2 million tonnes for the 2022 (“LTA Amendment 3”). In July 2022, the Customer exercised its option for an additional 0.2 million tonnes (out of 0.4 million tonnes) from January 2023 until the end of the LTA, increasing the annual base capacity to 1.4 million tonnes. The tolling fee is linked to TTF and the Euro/U.S. Dollar exchange rates. The contractual floor rate is recognized in “Liquefaction services revenue” and the tolling fee above the contractual floor rate is recognized as a derivative in “Realized and unrealized (loss)/gain on oil and gas derivative instruments” in the consolidated statements of operations (note 8).
(6) For the years ended December 31, 2024, 2023 and 2022, “Other” includes accrued demurrage cost of $0.8 million, $0.3 million and $1.6 million, respectively, recognized in the period during which the production delay occurred, as well as the unwinding of deferred liquidated damages incurred prior to the contract commencement, amounting to $0.6 million, $0.6 million and $0.6 million, respectively.
(7) Comprised of ship management, administrative and vessel operation and maintenance services.
(8) In August 2022, we entered into a development agreement with Snam to provide drydocking, site commissioning and hook-up services for the Italis LNG (formerly known as Golar Tundra) (the “Development Agreement”), which it acquired from us in May 2022 (note 14.2). We completed the Development Agreement in May 2023 and recognized services revenue of $13.8 million for the year ended December 31, 2023.
F-35
Contract Assets and Liabilities
The following table represents our contract assets and liabilities balances as of December 31, 2024 and 2023:
| December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Contract assets | 19,696 | 21,403 |
| Current contract liabilities | (4,220) | (4,220) |
| Non-current contract liabilities | (2,145) | (6,276) |
| Total contract liabilities (1) | (6,365) | (10,496) |
The movement of our contract liabilities are as follows:
| 2024 | 2023 | |
|---|---|---|
| Opening balance on January 1 | (10,496) | (62,416) |
| Recognition of unearned revenue (1) (2) (3) | 4,131 | 44,104 |
| Deferral of revenue (4) | — | (2,325) |
| Recognition of deferred revenue (4) (5) | — | 10,141 |
| Closing balance on December 31 | (6,365) | (10,496) |
(1) Included within “Total contract liabilities” is the deferred commissioning revenue in relation to the FLNG Hilli of $6.4 million as of December 31, 2024 (December 31, 2023: $10.5 million) (note 23 and 24). We expect to recognize liquefaction services revenue related to the partially unsatisfied performance obligation at the balance sheet date evenly over the remaining LTA contract term of approximately two years until July 2026, including the components of transaction price described above.
(2) As of December 31, 2023, following the achievement of the 2023 LNG production target, we fully released the $35.8 million contract liability for the 2022 underutilization.
(3) Included in “recognition of unearned revenue” in the contract liabilities reconciliation table above were the recognition of deferred commissioning revenue in relation to the FLNG Hilli of $4.1 million in 2024 (2023: $4.1 million) and the contract liability for the Development Agreement of $4.2 million in 2023 which was completed in May 2023.
(4) Included in “deferral of revenue” and “recognition of deferred revenue” in the contract liabilities reconciliation table above was the deposit of $2.3 million received in 2023 for the sale of the Gandria in May 2023 which was completed in November 2023 (note 19).
(5) Pursuant to the agreements with Snam for the future sale of the Golar Arctic following her conversion into a FSRU, we would convert LNG carrier Golar Arctic to an FSRU upon receipt of a notice to proceed, which would lead to her eventual sale to Snam. In June 2023, Snam’s option to issue the notice to proceed lapsed, consequently, we retained and recognized the first advance payment of $7.8 million and presented in “Other operating income” in the consolidated statements of operations.
| 8. | REALIZED AND UNREALIZED (LOSS)/GAIN ON OIL AND GAS DERIVATIVE INSTRUMENTS |
|---|
The realized and unrealized gain/(loss) on the oil and gas derivative instruments is comprised of the following:
| (in thousands of $) | Year Ended December 31, | ||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Realized gain on FLNG Hilli’s oil derivative instrument | 68,700 | 73,120 | 110,696 |
| Realized mark-to-market (“MTM”) adjustment on commodity swap derivatives | 49,438 | 87,555 | (18,605) |
| Realized gain on FLNG Hilli’s gas derivative instrument | 22,950 | 39,232 | 139,929 |
| Realized gain on oil and gas derivative instruments, net | 141,088 | 199,907 | 232,020 |
F-36
| (in thousands of $) | Year Ended December 31, | ||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Unrealized MTM adjustment for commodity swap derivatives | (48,079) | (65,290) | 111,703 |
| Unrealized (loss)/gain on FLNG Hilli’s oil derivative instrument (note 20) | (47,272) | (76,847) | 55,315 |
| Unrealized (loss)/gain on FLNG Hilli’s gas derivative instrument (note 20) | (6,511) | (142,521) | 121,959 |
| Unrealized (loss)/gain on oil and gas derivative instruments, net | (101,862) | (284,658) | 288,977 |
| Realized and unrealized (loss)/gain on oil and gas derivative instruments (note 27) | 39,226 | (84,751) | 520,997 |
The realized gain on oil and gas derivative instruments results from monthly billings above the FLNG Hilli base tolling fee and the incremental capacity increase pursuant to LTA amendments, whereas the unrealized (loss)/gain on oil and gas derivative instruments results from movements in forecasted oil and natural gas prices and Euro/U.S. Dollar exchange rates.
| 9. | OTHER NON-OPERATING (LOSS)/INCOME |
|---|
Other non-operating (loss)/income, net is comprised of the following:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Realized and unrealized MTM (losses)/gains on our investment in listed equity securities (note 16) (1) | — | (62,308) | 400,966 |
| Dividend income from our investment in listed equity securities | — | 9,823 | 4,768 |
| UK tax lease liability (2) | — | — | 7,148 |
| Others (3) | (7,000) | — | — |
| Other non-operating (loss)/income | (7,000) | (52,485) | 412,882 |
(1) Our investment in listed equity securities relates to our previous equity holding in NFE. During the year ended December 31, 2022, we recognized $350.9 million in unrealized MTM losses on our 5.3 million shares. In 2023 and 2022, we sold 1.2 million and 13.3 million of our previous NFE Shares for an aggregate consideration of $45.6 million and $625.6 million which resulted to $62.3 million realized MTM losses and $50.1 million realized MTM gains, respectively.
On March 15, 2023, we disposed of our remaining 4.1 million NFE Shares as partial consideration for the repurchase of 1,230 Hilli common from NFE. Following these transactions, we no longer hold any listed equity securities.
(2) In April 2022, we settled our liability to the UK tax authority in relation to former leasing arrangements of $66.4 million, inclusive of fees and released the remaining UK tax lease liability of $5.3 million and recognized a foreign exchange movement of $1.8 million.
(3) “Others” relates to payments to Seatrium in relation to Hilli's utilization bonus and termination fee on our historical third FLNG conversion main building contract during the year ended December 31, 2024.
| 10. | (LOSSES)/GAINS ON DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL ITEMS, NET |
|---|
(Losses)/gains on derivative instruments, net is comprised of the following:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Unrealized MTM adjustment for interest rate swap (“IRS”) derivatives | (5,971) | (15,583) | 72,269 |
| Net interest income/(expense) on undesignated IRS derivatives | 6,036 | 8,356 | (772) |
| Gains/(losses) on derivative instruments, net | 65 | (7,227) | 71,497 |
F-37
Other financial items, net is comprised of the following:
| Year Ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Financing arrangement fees and other related costs (1) | (5,157) | (1,667) | (9,340) |
| Amortization of debt guarantees (2) | 1,432 | 2,019 | 2,657 |
| Foreign exchange gain/(loss) on operations | 205 | (941) | 1,598 |
| Other | (797) | (311) | (295) |
| Other financials items, net | (4,317) | (900) | (5,380) |
(1) For the year ended December 31, 2024, financing arrangement fees and other related costs included $5.0 million financial charges incurred by the FLNG Hilli's lessor VIE. There were no similar transactions for the year ended December 31, 2023. For the year ended December 31, 2022 these costs mainly comprised of (i) $4.9 million write-off of deferred financing fees and expenses in relation to an undrawn corporate bilateral facility, the availability of which expired in June 2022; (ii) $2.3 million loss on partial repurchase of our $300.0 million senior unsecured bonds (“2021 Unsecured Bonds”) in December 2022 (note 21); and (iii) $1.4 million commitment fees paid in relation to the undrawn portion of the Corporate RCF, which was canceled in November 2022 (note 21).
(2) “Amortization of debt guarantees” relates to guarantee fees earned for the provision of:
•charter guarantees for our former equity method investment, Golar Partners. Under the omnibus agreement, Golar agreed to guarantee certain obligations of the charters of the Golar Winter, Golar Eskimo and NR Satu. We shall comply with all covenants and terms, including provision of covenants compliance reports, if required. We shall also indemnify, defend and hold harmless NFE and each of its affiliates from and against all losses, liabilities, damages, costs and expenses of every kind and nature, reasonable attorneys’ fees and expert’s fees arising in connection with our failure to comply with the foregoing. The maximum potential exposure in respect of these guarantees is not known as these matters cannot be reliably measured. The likelihood of triggering the guarantees is remote based on our past performance. The guarantee in relation to Golar Winter ended in September 2024 and that for NR Satu ended in November 2024.
• debt guarantees for certain of CoolCo's outstanding sale and leaseback debts which ended in November 2024.
| 11. | INCOME TAX (EXPENSE)/ BENEFIT |
|---|
The components of income tax (expense)/benefit are as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Current tax expense | (718) | (521) | (520) |
| Deferred tax benefit/ (expense) | 736 | (1,349) | 958 |
| Total income tax benefit/(expense) | 18 | (1,870) | 438 |
The income taxes for the years ended December 31, 2024, 2023 and 2022 differed from the amounts computed by applying the Bermuda statutory income tax rate of 0% as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Effect of movement in deferred tax and prior period adjustment | 736 | (1,349) | 958 |
| Effect of prior periods adjustment in current tax | (108) | 189 | 346 |
| Effect of taxable income in various countries | (610) | (710) | (866) |
| Total income tax benefit/ (expense) | 18 | (1,870) | 438 |
Jurisdictions open to examinations
The earliest tax years that remain subject to examination by the major taxable jurisdictions in which we operate are: 2023 (UK and Brazil), 2021 (Croatia), 2020 (Norway) and 2019 (Mauritania/Senegal).
F-38
Deferred taxes
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and pensions.
For the years ended December 31, 2024, 2023 and 2022, the deferred taxes related to our defined benefit pension plan were presented under “(Losses)/gains associated with pensions, net of tax” in the consolidated statement of comprehensive income, amounting to $0.3 million expense, $1.4 million benefit and $0.7 million expense, respectively.
As of December 31, 2024, we have a deferred tax asset of $0.1 million (2023: $0.3 million liability).
| 12. | EARNINGS/(LOSS) PER SHARE |
|---|
Basic earnings/(loss) per share “EPS”/(“LPS”) is calculated with reference to the weighted average number of common shares outstanding during the year.
The components of the numerator for the calculation of basic and diluted EPS/(LPS) are as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Net income/(loss) net of non-controlling interests - continuing operations - basic and diluted | 50,839 | (47,086) | 872,429 |
| Net income/(loss) net of non-controlling interests - discontinued operations - basic and diluted | — | 293 | (84,656) |
The components of the denominator for the calculation of basic and diluted EPS/(LPS) are as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2024 | 2023 | 2022 |
| Basic: | |||
| Weighted average number of common shares outstanding | 104,200 | 106,620 | 107,860 |
| Dilutive: | |||
| Dilutive impact of share options and RSUs (1) | 1,068 | — | 682 |
| Weighted average number of common shares outstanding | 105,268 | 106,620 | 108,542 |
EPS/(LPS) per share are as follows:
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||
| Basic EPS/(LPS) from continuing operations | $ | 0.49 | $ | (0.44) | $ | 8.09 |
| Diluted EPS/(LPS) from continuing operations (1) | $ | 0.48 | $ | (0.44) | $ | 8.04 |
| Basic and diluted EPS/(LPS) from discontinued operations | — | $ | 0.00 | $ | (0.79) |
(1) The effects of stock awards have been excluded from the calculation of diluted EPS/LPS from continuing operations for the year ended December 31, 2023 because the effects were anti-dilutive.
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| 13. | OPERATING LEASES |
|---|
Rental income
As of December 31, 2024, the minimum contractual future revenues received on a time charter agreement for the Fuji LNG amounted to $0.9 million. The Fuji LNG's time charter agreement concluded in January 2025 followed by her entry to the shipyard to commence FLNG conversion in February 2025.
In 2024, the Golar Arctic and Fuji LNG were leased or available for lease to third parties. As of December 31, 2024, their combined historical cost and accumulated depreciation, including impairment were $274.0 million and $173.4 million, respectively. In 2023, only the Golar Arctic was leased to third parties. As of December 31, 2023, its cost and accumulated depreciation were $195.4 million and $144.9 million, respectively.
The components of operating lease income were as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Operating lease income | 9,597 | 16,843 | 8,857 |
| Variable lease income (1) | 2,749 | 1,082 | 828 |
| Total operating lease income (2) | 12,346 | 17,925 | 9,685 |
(1) “Variable lease income” is excluded from lease payments that comprise the minimum contractual future revenues from non-cancellable operating leases.
(2) Total operating lease income is presented in the consolidated statement of operations line item “Time and voyage charter revenues”.
Rental expense
We lease certain office premises under operating leases. Certain of these lease agreements include one or more options to renew. We will include these renewal options when we are reasonably certain that we will exercise the option at our discretion.
Variable lease cost relates to certain of our lease agreements which include payments that vary. These are primarily generated from service charges related to our usage of office premises.
The components of operating lease cost were as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Operating lease cost | 1,675 | 2,335 | 4,160 |
| Variable lease cost (1) | 463 | 309 | 1,479 |
| Total operating lease cost (2) | 2,138 | 2,644 | 5,639 |
(1) “Variable lease cost” is excluded from lease payments that comprise the operating lease liability.
(2) Total operating lease cost is included in the consolidated statement of operations line-items “Vessel operating expenses” and “Administrative expenses”.
As of December 31, 2024 and 2023 the right-of-use assets recognized by Golar as a lessee in various operating leases amounted to $6.8 million and $7.4 million, respectively (note 20).
The weighted average remaining lease term for our operating leases is 4.4 years (2023: 5.6 years). Our weighted-average discount rate applied for most of our operating leases is 5.5% (2023: 5.5%).
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The maturity of our lease liabilities is as follows:
| Year ending December 31 |
|---|
| (in thousands of ) |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 and thereafter |
| Total minimum lease payments |
All values are in US Dollars.
| 14. | ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS |
|---|
There were no assets and liabilities held for sale and no discontinued operations for the year ended December 31, 2024. The net income/(loss) from discontinued operations for the year ended December 31, 2022 are as follows:
| Year Ended December 31, 2022 | |||
|---|---|---|---|
| (in thousands of $) | CoolCo | TundraCo | Total |
| (Loss)/income from discontinued operations | (194,500) | 4,880 | (189,620) |
| Gain on disposal | (10,060) | 123,230 | 113,170 |
| Net (loss)/income from discontinued operations | (204,560) | 128,110 | (76,450) |
14.1 The CoolCo Disposal
The disposals of nine of our wholly owned subsidiaries and the management entities responsible for the commercial and technical vessel management of the LNG carriers to Cool Company Ltd (“CoolCo” and the “CoolCo Disposal”) closed in stages from March 3, 2022 to June 30, 2022. We recognized a loss on disposal of $10.1 million in relation to the subsidiaries disposed and is comprised of: (i) proceeds received of $218.2 million cash consideration and 12.5 million shares of CoolCo valued at $127.1 million (ii) offset by the carrying values of the assets and liabilities disposed of $355.4 million.
In May 2023, we completed the sale of our vessel operations in Malaysia, along with the related assets and liabilities (previously reported in our Corporate and others segment) to CoolCo and recognized a gain on disposal of $27.0 thousand.
Our continuing involvement with the discontinued operations for the years ended December 31, 2024, 2023 and 2022 includes:
•$2.1 million, $2.0 million and $5.8 million ship management fee expense, respectively, for CoolCo’s management of our LNG carrier Golar Arctic, and our contractual vessel management obligations for Italis LNG and LNG Croatia;
•$0.7 million, $1.0 million and $0.8 million financial guarantees fees, respectively, with respect to the debt assumed by CoolCo related to the Golar Kelvin and Golar Ice. On November 14, 2024, CoolCo terminated its sale and leaseback arrangements in respect of the Golar Kelvin and Golar Ice. Consequently, our debt guarantee for CoolCo’s long-term debt obligations was released;
•$nil, $1.6 million and $3.1 million management and administrative services revenue, respectively, for the provision of IT services, routine accounting services, treasury services, finance operation services, and any additional services reasonably required pursuant to the CoolCo Administrative Services Agreement which concluded on December 31, 2023; and
•$nil, $nil and $4.8 million net expenses, respectively, relating to the CoolCo’s vessels participation in the Cool Pool arrangement. We exited this pooling arrangement in November 2022.
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The following table contains the financial statement line-items presented as discontinued operations following the CoolCo Disposal:
| Year ended December 31, 2022 | |
|---|---|
| (in thousands of ) | |
| Time and voyage charter revenues | 37,289 |
| Vessel and other management fees | 1,815 |
| Vessel operating expenses | (8,466) |
| Voyage, charterhire and commission expenses | (1,229) |
| Administrative expenses | 1,906 |
| Project development expenses | (62) |
| Depreciation and amortization | (5,807) |
| Impairment of long-lived assets (1) | (218,349) |
| Other operating income | 4,374 |
| Operating income/(loss) | (188,529) |
| Interest income | 4 |
| Interest expense, net | (4,725) |
| Other financial items, net | (799) |
| Pretax income/(loss) from discontinued operations | (194,049) |
| Income taxes | (451) |
| Income/(loss) from discontinued operations | (194,500) |
| Gain/(loss) on CoolCo Disposal (2) | (10,060) |
| Net income/(loss) from discontinued operations | (204,560) |
All values are in US Dollars.
(1) Impairment of long-lived assets relates to the impairment charge on the held for sale vessels recognized in accordance with ASC 360 Property, plant and equipment, following their classification as held-for-sale.
(2) During the year ended December 31, 2022, we recognized a loss on the CoolCo Disposal of $10.1 million. This is comprised of carrying values of the assets and liabilities disposed of $355.4 million, partially offset by the proceeds received of $218.2 million cash consideration and 12.5 million shares of CoolCo valued at $127.1 million (based on the respective share price on the phased completion dates).
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14.2 The TundraCo Disposal
On May 31, 2022, we completed the sale of 100% of the share capital of our subsidiary Golar LNG NB 13 Corporation (the “TundraCo Disposal”), owner of FSRU Italis LNG (formerly Golar Tundra) to Snam for $352.5 million. Our continuing involvement with the discontinued operations of the Italis LNG was through the Development Agreement which was completed in May 2023 (note 7). We recognized services revenue of $13.8 million for the year ended December 31, 2023.
The following table contains the financial statement line-items presented as discontinued operations following TundraCo's Disposal for the period ended May 31, 2022 as follows:
| (in thousands of ) |
| Time and voyage charter revenues |
| Vessel operating expenses |
| Voyage, charterhire and commission expenses |
| Administrative expenses |
| Depreciation and amortization |
| Operating income |
| Interest expense, net |
| Other financial items, net |
| Pretax income from discontinued operations |
| Income taxes |
| Income from discontinued operations |
| Gain on disposal of discontinued operations (1) |
| Net income from discontinued operations |
All values are in US Dollars.
(1) Gain on TundraCo Disposal comprised of (i) cash proceeds received of $352.5 million, (ii) a partially offset by the net asset value of Golar LNG NB 13 Corporation of $229.0 million and (iii) related fees incurred in relation to disposal of $0.3 million.
| 15. | RESTRICTED CASH AND SHORT-TERM DEPOSITS |
|---|
Our restricted cash and short-term deposits balances are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Restricted cash in relation to the FLNG Hilli (1) | 60,955 | 60,996 |
| Restricted cash in relation to the Gimi (2) | 58,107 | — |
| Restricted cash and short-term deposits held by lessor VIE (3) | 17,472 | 18,085 |
| Restricted cash relating to the LNG Hrvatska O&M Agreement (4) | 12,715 | 12,083 |
| Restricted cash relating to office lease | 949 | 1,081 |
| Total restricted cash and short-term deposits | 150,198 | 92,245 |
| Less: Amounts included in current restricted cash and short-term deposits | (75,579) | (18,115) |
| Long-term restricted cash | 74,619 | 74,130 |
(1) In November 2015, in connection with the issuance of a $400 million letter of credit (“LC”) by a financial institution to the Customer of the FLNG Hilli, we recognized an initial cash collateral of $305.0 million to support the FLNG Hilli performance guarantee. Under the provisions of the LC, the terms allow for a stepped reduction in the value of the guarantee over time and a corresponding reduction to the cash collateral requirements. In May 2021, the FLNG Hilli had achieved 3.6 million tonnes of LNG production, reducing the LC to $100 million and the cash collateral to $61.0 million as of December 31, 2024. The cash collateral is expected to be restricted until the end of the LTA
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term.
In November 2016, after we satisfied certain conditions precedent, the LC originally issued with an initial expiration date of December 31, 2018, was re-issued and automatically extends, on an annual basis, until the tenth anniversary of the acceptance date of the FLNG Hilli, unless the bank exercises its option to exit from the arrangement by giving a three months’ notice prior to the next annual renewal date.
(2) Under the terms of the Gimi facility, pre-commissioning contractual cash flows are classified as restricted, to be utilized only for debt service prior to COD. These restrictions are lifted through a contractual release mechanism upon achieving COD.
(3) This is held by lessor VIE that we are required to consolidate under U.S. GAAP (note 5).
(4) In connection with the LNG Hrvatska O&M Agreement, we are required to maintain two performance guarantees, one in the amount of $9.4 million (€9.1 million) and one in the amount of $1.3 million, both of which will remain restricted, inclusive of accrued interest, throughout the 10-year term until December 2030.
| 16. | OTHER CURRENT ASSETS |
|---|
Other current assets consists of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Prepaid expenses | 2,939 | 2,292 |
| Inventories | 2,077 | 1,990 |
| Interest receivable from money market deposits and bank accounts (note 27) | 2,053 | 3,929 |
| Receivable from IRS derivatives | 1,745 | 2,461 |
| MTM asset on IRS derivatives (note 27) | 422 | 2,697 |
| MTM asset on TTF linked commodity swap derivatives (note 27) | — | 48,079 |
| Receivable from TTF linked commodity swap derivatives | — | 7,581 |
| Other (1) | 38,646 | 2,968 |
| Other current assets | 47,882 | 71,997 |
(1) Included in “Other” as of December 31, 2024 are $31.6 million outstanding receivable from bp (note 18.1) and $2.4 million in waived dividends related to the acquisition of the FLNG Hilli non-controlling interest.
| 17. | EQUITY METHOD INVESTMENTS |
|---|
At December 31, 2024 and 2023, we have the following participation in investments that are recorded using the equity method:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Avenir LNG Limited (“Avenir”) | 23.4 | % | 23.5 | % |
| Logística e Distribuição de Gás S.A. (“LOGAS”) | 58.0 | % | 58.0 | % |
| Egyptian Company for Gas Services S.A.E (“ECGS”) | 50.0 | % | 50.0 | % |
| Aqualung Carbon Capture AS (“Aqualung”) | 4.4 | % | 4.4 | % |
| Higas Holdings Limited (“Higas”) | 25.0 | % | — | % |
| MGAS Comercializadora de Gás Natural Ltda. (“MGAS”) | — | % | 51.0 | % |
The carrying amounts of our equity method investments as of December 31, 2024 and 2023 are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Avenir | 28,934 | 35,729 |
| LOGAS | 7,183 | 9,261 |
| ECGS | 5,502 | 5,237 |
| Aqualung | 2,046 | 2,244 |
| MGAS (1) | — | 1,511 |
| Total equity method investments | 43,665 | 53,982 |
(1) In May 2024, Macaw Energies Brasil Serviços de Gás Natural Ltda, our wholly owned subsidiary, completed the disposal of its 51% equity interest in MGAS for a consideration of $0.8 million. This resulted in a loss on disposal of $0.5 million.
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The components of our equity method investments are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Balance as of January 1, | 53,982 | 104,108 |
| Additions | 3,948 | 9,678 |
| Net losses | (4,668) | (2,520) |
| Guarantees | (957) | (751) |
| Share of other comprehensive losses | (579) | (488) |
| Dividends | (456) | — |
| Net proceeds (including non-cash consideration) from disposals | (4,771) | (56,045) |
| Impairment of equity method investment | (2,834) | — |
| Balance as of December 31, | 43,665 | 53,982 |
Avenir and Higas
In October 2018, Golar, Stolt-Nielsen Ltd. (“Stolt-Nielsen”) and Aequitas Limited (“Aequitas”, formerly known as Höegh LNG Holdings Limited) jointly invested $182.0 million in Avenir, with Golar contributing $24.8 million for an initial 25% shareholding while Aequitas and Stolt-Nielsen held 25% and 50%, respectively. In November 2018, Avenir announced a private placement of 110 million new shares at a par value price of $1.00 per share with Stolt-Nielsen, Golar and Aequitas subscribing to 49.5 million, 24.75 million and 24.75 million shares, respectively. Following the private placement, institutional and other professional investors had subscribed for the remaining 11 million shares and the ownership of Stolt-Nielsen, Golar and Aequitas were diluted to 45%, 22.5% and 22.5%, respectively. In March 2020, Avenir issued an equity shortfall notice of $45.0 million, which Golar funded $18.0 million increasing its total investment to $42.75 million, representing a 23.5% ownership interest.
In November 2024, Avenir divested its ownership of the LNG storage terminal in Sardinia, by creating a new entity, Higas Holdings (“Higas”). The majority shareholders in Avenir subscribed shares in Higas as follows: 50% by Stolt-Nielsen and 25% each for Golar and Aequitas. To fund the subscription, Golar sold 3.6 million Avenir shares at $1.095 per share, recognizing a gain on partial disposal of $0.5 million which reduced our ownership in Avenir to 23.36%. We consider that we have significant influence over the operating and financial policies of Higas given our Higas shares valued at $3.9 million, represent 25% voting interest.
Discussions are currently underway between Higas and local authorities to enhance Higas' future cash flow by incorporating it into Sardinia's regulatory framework. Due to the continued uncertainties surrounding the inclusion of the Higas terminal in this framework, we have fully impaired our investment in Higas, recording an impairment charge of $2.8 million at December 31, 2024.
LOGAS
LOGAS is based in Brazil and provides various services to businesses and local authorities including the distribution and transportation of compressed natural gas (“CNG”), compression and decompression of CNG, storage and distribution of LNG, and the purchase and sale of natural gas. In October 2023, Macaw Brazil entered into an investment agreement to acquire a 58% ownership interest in LOGAS for BRL45.0 million (approximately $9.3 million) which completed in November 2023. We have a 58% majority voting interest in LOGAS compared to 42% voting interest held by the non-controlling interest. For so long as the LOGAS non-controlling interests hold at least 30% of voting shares of LOGAS, the LOGAS non-controlling interests have substantive participating rights that prevent us from controlling the significant operating and financial decisions made in LOGAS’ ordinary course of business. We consider that we don't control LOGAS and instead have significant influence over the operating and financial policies of LOGAS.
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ECGS
In December 2005, we entered into an agreement with the Egyptian Natural Gas Holding Company and HK Petroleum Services to establish a jointly owned company, ECGS, to develop operations in Egypt, particularly in hydrocarbon and LNG related areas. In March 2006, we acquired 0.5 million common shares in ECGS at a subscription price of $1.00 per share. This represents a 50% interest in the voting rights of ECGS and in December 2011, ECGS called up its remaining share capital amounting to $7.5 million. Of this, we paid $3.75 million to maintain our 50% equity interest. ECGS does not have quoted market price because the company is not publicly traded. As ECGS is jointly owned and operated, we have adopted the equity method of accounting for our 50% investment in ECGS, as we consider we have joint control.
| 18. | ASSETS UNDER DEVELOPMENT | | --- | --- || | 2024 | | | 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | (in thousands of $) | FLNG Gimi | MKII FLNG | Total | FLNG Gimi | MKII FLNG | Total | | Balance as of January 1, | 1,562,828 | — | 1,562,828 | 1,152,032 | — | 1,152,032 | | Transferred from other non-current assets (note 20) | — | 255,289 | 255,289 | — | — | — | | Additions | 109,130 | 238,079 | 347,209 | 338,327 | — | 338,327 | | Interest costs capitalized | 90,674 | 5,197 | 95,871 | 72,469 | — | 72,469 | | Balance as of December 31, | 1,762,632 | 498,565 | 2,261,197 | 1,562,828 | — | 1,562,828 |
18.1. FLNG Gimi
In February 2019, Gimi MS entered into a Lease and Operate Agreement with bp, and our subsidiary Golar MS Operator S.A.R.L. (the “LOA”). The LOA provides for the construction and conversion of LNG carrier Gimi to an FLNG, transit, mooring and connection to the upstream project infrastructure (of which bp is the appointed operator), commissioning with the upstream facilities including its floating production, storage and offloading vessel (“FPSO”) and completing specified acceptance tests commencing on commercial operations date (“COD”). Following COD, we will operate and maintain FLNG Gimi, making her capacity exclusively available for the liquefaction of natural gas from the Greater Tortue Ahmeyim (“GTA Project”) and offloading of LNG produced for a period of 20 years. The contractual dayrate comprises both capital and operating elements.
FLNG Gimi’s departure from the shipyard was postponed from March 2023 to November 2023 to allow for further vessel completion, pre-commissioning and testing work to be completed in the shipyard prior to departure, considering that skills and resources were more accessible in Singapore at the time. FLNG Gimi arrived at the GTA Hub's operating boundary on January 10, 2024 and was securely moored to the Hub on February 20, 2024.
As of December 31, 2024, the COD is expected within Q2 2025 with total expected conversion cost, including financing costs of approximately $1.7 billion, of which $700 million is funded by the Gimi facility (note 21). The outstanding conversion cost remaining until COD is $147.4 million.
Additionally, as of December 31, 2024, pursuant to the LOA, management had identified and estimated spares and consumables of $39.1 million that will not be used during commissioning which are expected to be reimbursed by bp at COD.
Gimi LOA and its amendments
We and bp are required to meet various contractual delivery schedules with delays resulting in contractual prepayments between the parties in advance of COD. Due to project delays, pre-commissioning contractual cash flows commenced in March 2023.
On August 3, 2024, we entered into an agreement to resolve the pre-existing LOA contract interpretation dispute with bp (the “Settlement Deed”). The Settlement Deed waives specified amounts payable and receivable between bp and Gimi MS and serves as a full and final settlement of the previously announced arbitration proceedings regarding Project Delay Payments.
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Concurrently, we entered into an amendment to the LOA (“the Amendment Deed”) to realign the parties towards achieving COD for the GTA Project. The Amendment Deed introduces accelerated commissioning and simplified pre-COD contractual cash flows through a step-up mechanism for daily payments, tied to project milestones and secured by defined long-stop dates. Additionally, it introduces the potential for lump sum bonus payments upon milestones achievements. Post-COD, the Amendment Deed introduces limited changes, most notably a reduction in base capacity from 2.45 mtpa to 2.40 mtpa over the 20 years period.
Pre-COD contractual cash flows are considered prepayments pursuant to the LOA, which contains a lease. These prepayments, comprising of prepaid rent and lease incentives, are deferred until lease commencement at COD. These amounts are presented on a net basis as they arise from the same contract, which also provides for a contractual right of offset.
As of December 31, 2023, the pre-COD contractual cash flows comprised of $105.4 million in liquidated damages paid to bp, of which, $30.5 million remained payable (note 23). Given that the expected COD was more than 12 months and an asset position, these amounts were presented as “Other non-current assets” (note 20). In June 2024, when the expected COD was within 12 months, these amounts were reclassified to “Other current assets”.
As of December 31, 2024, the net pre-COD contractual cash flows amounted to $23.8 million (note 23), of which $31.6 million remained receivable (note 16). These amounts were presented in “Other current liabilities”, as it reflects a net deferred income position and in alignment with the FLNG Gimi’s expected COD in Q2 2025. The net pre-COD contractual cash flows comprised of:
•$127.7 million of payments from bp, including project milestones for the period from January 10, 2024 to December 31, 2024;
•$6.0 million payments from bp for temporary crew accommodation arrangements; and
•partially offset by $109.9 million in liquidated damages we paid bp for the period from March 17, 2023 to January 9, 2024.
18.2 MKII FLNG
On September 17, 2024, Golar's board of directors approved to enter into an EPC agreement with CIMC for a MKII FLNG with an annual liquefaction capacity of 3.5 mtpa. Under the EPC agreement, B&V will provide its licensed PRICO® technology, perform detailed engineering and process design, specify and procure topside equipment and provide commissioning support for the FLNG topsides and liquefaction process, similar to its involvement in the construction of Golar’s existing assets, the FLNG Hilli and FLNG Gimi.
Concurrently, the entry into the binding EPC agreement significantly increases the likelihood that the MKII FLNG conversion will occur, making it virtually certain. Consequently, all MKII FLNG costs of $255.3 million, previously classified as “Other non-current assets”, were reclassified to “Assets under development”, comprised of:
•$59.4 million and $109.8 million of project engineering costs and long lead items, respectively, as of December 31, 2023; and
•$86.1 million of project engineering costs and long lead items incurred from January 1, 2024 to September 17, 2024.
Costs incurred after this date have been presented as additions to the MKII FLNG asset under development.
In September 2024, we issued a $100.0 million LC in favor of B&V with CIMC. Under the provisions of the LC, the profile reduces over time to reflect payments made by CIMC under the EPC agreement. There is no cash collateral associated with the LC, however a 1.5% upfront fee was paid and a 1.75% per annum running margin is payable on the outstanding balance which expires in January 2028.
The total budget for the MKII FLNG conversion is estimated at $2.2 billion, inclusive of the donor vessel (Fuji LNG), yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the FLNG to its operational site, excluding financing costs. The MKII FLNG is expected to be delivered in Q4 2027.
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As of December 31, 2024, the estimated timing of the outstanding payments is as follows:
| (in thousands of ) |
|---|
| Period ending December 31, |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Total |
All values are in US Dollars.
| 19. | VESSELS AND EQUIPMENT, NET | | --- | --- || (in thousands of $) | Vessels and equipment | Mooring equipment | Deferred Drydocking expenditure | Office equipment and fittings | Total | | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | As of January 1, 2024 | 1,330,563 | 45,771 | 108,492 | 5,893 | 1,490,719 | | Additions (1) | 77,500 | — | 1,158 | 175 | 78,833 | | Transfers to intangible assets | — | — | — | (766) | (766) | | Write-offs (2) | — | — | — | (1,429) | (1,429) | | As of December 31, 2024 | 1,408,063 | 45,771 | 109,650 | 3,873 | 1,567,357 | | Depreciation, amortization and impairment | | | | | | | As of January 1, 2024 | (350,177) | (31,450) | (28,181) | (3,234) | (413,042) | | Charge for the year (3) | (40,529) | (5,544) | (6,730) | (263) | (53,066) | | Write-offs (2) | — | — | — | 1,429 | 1,429 | | Impairment (4) | (16,810) | — | (6,123) | — | (22,933) | | As of December 31, 2024 | (407,516) | (36,994) | (41,034) | (2,068) | (487,612) | | Net book value as of December 31, 2024 | 1,000,547 | 8,777 | 68,616 | 1,805 | 1,079,745 | | (in thousands of $) | Vessels and equipment | Mooring equipment | Deferred Drydocking expenditure | Office equipment and fittings | Total | | Cost | | | | | | | As of January 1, 2023 | 1,374,607 | 45,771 | 109,094 | 7,341 | 1,536,813 | | Additions | — | — | 8,492 | 1,934 | 10,426 | | Disposals (5) | (44,044) | — | — | — | (44,044) | | Write-offs (2) | — | — | (9,094) | (3,382) | (12,476) | | As of December 31, 2023 | 1,330,563 | 45,771 | 108,492 | 5,893 | 1,490,719 | | Depreciation, amortization and impairment | | | | | | | As of January 1, 2023 | (336,055) | (25,906) | (32,011) | (5,788) | (399,760) | | Charge for the year (3) | (38,166) | (5,544) | (5,264) | (828) | (49,802) | | Disposals (5) | 29,065 | — | — | — | 29,065 | | Write-offs (2) | — | — | 9,094 | 3,382 | 12,476 | | Impairment (5) | (5,021) | — | — | — | (5,021) | | As of December 31, 2023 | (350,177) | (31,450) | (28,181) | (3,234) | (413,042) | | Net book value as of December 31, 2023 | 980,386 | 14,321 | 80,311 | 2,659 | 1,077,677 |
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(1) In March 2024, we acquired the Fuji LNG, the donor vessel for MKII FLNG for $77.5 million and consequently reclassified the deposit of $15.5 million from “Other non-current assets” (note 20) to “Vessels and equipment, net”. As of December 31, 2024, the Fuji LNG was presented under the Shipping segment as she was trading as an LNG carrier, while waiting for shipyard entry for FLNG conversion.
(2) Write-offs relates to fully depreciated or fully amortized fixed assets.
(3) Depreciation and amortization charges for the years ended December 31, 2024 and 2023, excludes $0.5 million and, $0.5 million respectively, of amortization charges in relation to the Cameroon license fee.
(4) In 2024, multiple discussions took place with potential buyers regarding the sale of the Golar Arctic, but no binding agreement was reached by December 31, 2024. Although the criteria for classifying the asset as held for sale were not met, an impairment assessment was carried out using average broker valuations as an estimate of fair value. However, management determined that the third-party purchase offers received during the year better reflected the current exit price in the LNGC market, rather than relying on the average broker valuations. As a result, an impairment charge of $22.9 million was recognized as of December 31, 2024. See Note 30,“Subsequent Events” for further discussion on subsequent disposal the vessel.
(5) In May 2023, we entered into an agreement for the sale and recycling of the Gandria (“Gandria SPA”) with Last Voyage, DMCC, for net consideration of $15.2 million. The held for sale presentation criteria were met and a remeasurement of the vessel and onboard equipment to lower of her carrying value and fair value less estimated costs to sell was performed, resulting in an impairment charge of $5.0 million recognized during the year ended December 31, 2023. Prior to this, the Gandria was previously reported in our FLNG segment. The Gandria SPA was completed on November 1, 2023, resulting in a loss on disposal of $0.5 million recognized in “Other Operating gain/(loss)”, in the consolidated statements of operations.
As of December 31, 2024, we performed our annual vessel impairment assessment and determined that the FLNG Hilli’s market valuation of $926.3 million is less than its carrying value of $977.3 million. However, based on the estimated future undiscounted cash flows of the FLNG Hilli which is significantly greater than its carrying value, no impairment was recognized.
| 20. | OTHER NON-CURRENT ASSETS |
|---|
Other non-current assets are comprised of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Oil derivative instrument (note 27) | 58,676 | 105,948 |
| Gas derivative instrument (note 27) | 47,152 | 53,663 |
| MTM asset on IRS derivatives (note 27) | 32,995 | 36,690 |
| Pre-operational assets (1) | 8,782 | 189,023 |
| Operating lease right-of-use-assets (2) | 6,771 | 7,386 |
| Pre-COD contractual cash flows (note 18.1) | — | 105,400 |
| Other | 5,855 | 1,696 |
| Other non-current assets | 160,231 | 499,806 |
(1) “Pre-operational assets” comprised of project engineering costs, long lead items and deposit for a donor vessel relating to the MKII FLNG (“MKII FLNG”), as well as capitalized cost for the Macaw Energies project:
•In March 2024, we completed the acquisition of the Fuji LNG, for total consideration of $77.5 million. Consequently, the $15.5 million deposit for the donor vessel was reclassified from “Other non-current assets” to “Vessels and equipment, net” in the consolidated balance sheet.
•In September 2024, we entered into an EPC agreement for MKII FLNG, reinforcing certainty of the conversion. Consequently all MKII FLNG costs previously classified as “Other non-current assets” were reclassified to “Assets under development” in the consolidated balance sheets.
•Macaw's flare to gas mobile kit (“F2X”) project included capitalized engineering and other directly attributable costs of $8.8 million as of December 31, 2024 (December 31, 2023: $4.4 million). Our Board of Directors approved up to $30.0 million of expenditure for Macaw Energies, of which, the remaining commitment as of December 31, 2024 is $2.7 million.
(2) Operating lease right-of-use-assets mainly comprises of our office premises leases in London and Oslo.
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| 21. | DEBT | | --- | --- || (in thousands of $) | 2024 | 2023 | | --- | --- | --- | | Total debt, net of deferred finance charges | (1,452,255) | (1,216,730) | | Less: Current portion of long-term debt and short-term debt | 521,282 | 342,566 | | Long-term debt | (930,973) | (874,164) |
The outstanding debt, gross of deferred finance charges, as of December 31, 2024 is repayable as follows:
| Year ending December 31 | VIE debt (1) | Total debt |
|---|---|---|
| (in thousands of ) | ||
| 2025 | (278,966) | (526,941) |
| 2026 | (35,500) | (93,833) |
| 2027 | — | (58,333) |
| 2028 | — | (58,333) |
| 2029 | — | (358,333) |
| 2030 and thereafter | — | (379,168) |
| Total | (314,466) | (1,474,941) |
| Deferred finance charges | 2,483 | 22,686 |
| Total debt net of deferred finance charges | (311,983) | (1,452,255) |
All values are in US Dollars.
(1) This relates to debt balance of our consolidated lessor VIE entity (note 5).
| (in thousands of $) | 2024 | 2023 | Maturity date |
|---|---|---|---|
| Gimi facility (1) | (670,833) | (630,000) | March 2030 |
| 2021 Unsecured Bonds | (189,642) | (199,869) | October 2025 |
| 2024 Unsecured Bonds | (300,000) | — | September 2029 |
| Golar Arctic facility (1) | — | (14,589) | October 2024 |
| Subtotal (excluding lessor VIE debt) | (1,160,475) | (844,458) | |
| CSSC VIE debt - FLNG Hilli facility | (314,466) | (396,125) | Repayable on demand/2026 |
| Total debt (gross) | (1,474,941) | (1,240,583) | |
| Less: Deferred finance charges | 22,686 | 23,853 | |
| Total debt, net of deferred financing costs | (1,452,255) | (1,216,730) |
Gimi facility
In 2019, we entered into a $700 million facility agreement with a group of lenders to finance the conversion of the FLNG Gimi. As of December 31, 2024, we have fully drawn the available funds. The facility has a final balloon payment of $350.0 million due in 2030 and bears interest at SOFR plus a margin of 4.0% during the conversion phase, reducing to SOFR plus a margin of 3.0% post COD.
2021 Unsecured Bonds
In 2021, we closed our $300.0 million senior Unsecured Bonds in the Nordic bond market (“2021 Unsecured Bonds”). The 2021 Unsecured Bonds will mature in October 2025 and bear interest of 7.00% per annum.
In 2023,
•we repurchased $20.4 million of the 2021 Unsecured Bonds at prices ranging from par to an average price of 100.30% of par, for a total consideration of $21.1 million, inclusive of $0.6 million accrued interest. Consequently, we recognized a loss on debt extinguishment of $0.3 million in “Other financial items, net” in the consolidated statement of operations;
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•following bondholders approval, we amended the terms of the 2021 Unsecured Bonds with effect from May 25, 2023 and removed restriction to pay distributions and introduced a $100.0 million free liquid assets incurrence test. In exchange, we paid a one-time consent fee of 3.75% of the nominal amount of the outstanding 2021 Unsecured Bonds or $5.2 million, which was treated as an additional debt discount and amortized through the interest expense, net line item of our consolidated statement of operations over the remaining term of the 2021 Unsecured Bonds; and
•we re-issued $61.1 million of the previously repurchased 2021 Unsecured Bonds, at an average price of 98.9% of par, for a total consideration of $61.0 million inclusive of $0.1 million accrued interest. Consequently, we recognized a net loss on re-issuance of $0.7 million in “Other financial items, net” in our consolidated statement of operations. The re-issuance did not result in an amendment to the terms of the outstanding 2021 Unsecured Bonds.
Contemporaneous with the closing of the 2024 Unsecured Bonds described below, we repurchased $10.3 million of the 2021 Unsecured Bonds at 101.25% of par, for a total consideration of $10.7 million, inclusive of $0.3 million accrued interest.
2024 Unsecured Bonds
In September 2024, we issued our $300.0 million senior unsecured bonds in the Nordic bond market (“2024 Unsecured Bonds”). The 2024 Unsecured Bonds mature in September 2029 and bear interest at 7.75% per annum. The net proceeds from the 2024 Unsecured Bonds will be used to fund existing debt maturities, capital expenditures and for general corporate purposes.
The terms of the 2021 and 2024 Unsecured Bonds grant us:
•an early redemption option to redeem the Unsecured Bonds for 100% of the nominal amount if it is required to gross up any withholding tax from any payments in respect of the Unsecured Bonds;
•early redemption call option to redeem all of some of the Unsecured Bonds at multiple dates throughout the four years term with pricing that reduces as the maturity date approaches;
•to purchase and hold the Unsecured Bonds and that such Unsecured Bonds may be retained, sold or cancelled at our sole discretion; and
•grants the bondholders a mandatory repurchase put option to require that that we repurchase some or all of the Unsecured Bonds for 101% of the Nominal Amount per bond – the put option is triggered by a change of control event, a de-listing event, a disposal event or a total loss event.
Golar Arctic facility
In October 2024, the Golar Arctic facility matured and the final balloon payment of $9.1 million was fully settled. Until its maturity and full repayment, the facility bore interest at SOFR plus a margin of 2.75%.
Lessor VIE debt
The following loan relates to the CSSC entity that we consolidate as a VIE. Although we have no control over the funding arrangement of this entity, we consider ourselves the primary beneficiary of this VIE and therefore are required to consolidate this loan facility into our financial results (note 5).
| Facility | Effective from | SPV | Loan counterparty | Loan facility at inception (in millions) | Loan facility at December 31, 2024 (in $ millions) | Loan duration/maturity | Interest | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Hilli | June 2018 | Fortune Lianjing Shipping S.A. | CSSC entity | (840.0) | (96.1) | 8 years non-recourse | SOFR plus margin(1)(2) | |||
| (120.0) | (218.3) | Repayable on demand |
All values are in US Dollars.
(1) In 2023, we entered into the fourth side letter for FLNG Hilli’s sale and leaseback facility, incurring total fees of $6.3 million which have been deferred and amortized over the remaining term of the sale and leaseback facility (note 5).
(2) In 2023, the SPV, Fortune Lianjiang Shipping S.A., amended the interest-bearing facility, transitioning from LIBOR to SOFR.
(3) In 2024, the previously non-interest bearing loan with the CSSC entity began accruing interest at a fixed rate.
The vessel in the table above is secured as collateral against these long-term loans (note 29).
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Debt restrictions
Certain of our debts are collateralized by vessel liens. The existing financing agreements impose certain operating and financing restrictions which may significantly limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, make certain investments, enter into mergers and acquisitions, purchase and sell vessels or distribute dividends. In addition, lenders may accelerate the maturity of indebtedness under financing agreements and foreclose upon the collateral securing the indebtedness upon the occurrence of certain events of default, including a failure to comply with any of the covenants contained in our debt agreements. Many of our debt agreements contain certain covenants, which require compliance with certain financial ratios. Such ratios include current assets to liabilities and minimum net worth and minimum free cash restrictions. With regards to cash restrictions, we have covenanted to retain at least $50.0 million of cash and cash equivalents on a consolidated group basis. As of December 31, 2024, we were in compliance with all our covenants under our various loan agreements.
| 22. | ACCRUED EXPENSES |
|---|
Accrued expenses is comprised of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Vessel related (1) | (24,999) | (120,152) |
| Finance related (2) | (27,560) | (13,936) |
| Administrative related (3) | (13,502) | (10,211) |
| Current tax payable | (10) | (511) |
| Accrued expenses | (66,071) | (144,810) |
(1) “Vessel related” accrued expenses comprised of vessel operating expenses such as crew wages, supplies, routine repairs, maintenance, lubricating oils and insurance. As of December 31, 2024, included in “Vessel related” are accrued costs related to Gimi and MKII FLNG conversion of $13.6 million and $2.1 million, respectively (2023: $96.3 million and $7.8 million, respectively).
(2) “Finance related” accrued expenses comprised of accrued interest on Golar and VIE debt facilities (note 21).
(3) “Administrative related” accrued expenses comprised of general overhead, including personnel costs, legal and professional fees, costs associated with project development, property costs and other office and general expenses.
| 23. | OTHER CURRENT LIABILITIES |
|---|
Other current liabilities are comprised of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Pre-COD contractual cash flows (note 18.1) | (23,842) | — |
| Day 1 gain deferred revenue - current portion (1) (note 24) | (12,783) | (12,783) |
| Deferred revenue | (5,360) | (4,220) |
| Current portion of operating lease liability (note 13) | (1,587) | (1,462) |
| Other (2) | (11,693) | (32,485) |
| Other current liabilities | (55,265) | (50,950) |
(1) Current portion of Day 1 gain deferred on initial recognition of the oil and gas derivative instruments embedded in the LTA (note 7). As of December 31, 2024, current portion of the deferred revenue relating to FLNG Hilli’s oil and gas derivative instruments is $10.0 million and $2.8 million, respectively (2023: $10.0 million and $2.8 million).
(2) Included in “Other” as of December 31, 2023, is $30.5 million outstanding balance payable to bp (note 18.1).
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| 24. | OTHER NON-CURRENT LIABILITIES |
|---|
Other non-current liabilities are comprised of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| VIE dividend payable (1) | (184,000) | — |
| Pension obligations (note 25) | (21,209) | (23,471) |
| Day 1 gain deferred revenue (2) | (6,604) | (19,179) |
| Deferred commissioning period revenue (3) | (2,145) | (6,276) |
| Non-current portion of operating lease liabilities (note 13) | (5,124) | (5,881) |
| Other (4) | (6,694) | (6,793) |
| Other non-current liabilities | (225,776) | (61,600) |
(1) As of December 31, 2024, the lessor VIE declared a dividend of $184 million to a CSSC entity. The unpaid dividend is unsecured, interest free and due for payment in 2026. Given we are the primary beneficiary of the VIE, this amount has been fully consolidated into our financial statements (see Note 5).
(2) Non-current portion of Day 1 gain deferred on initial recognition of the oil and gas derivative instruments embedded in the LTA (note 7). As of December 31, 2024, the non-current portion of the Day 1 gain deferred revenue relating to FLNG Hilli’s oil and gas derivative instruments is $5.1 million and $1.5 million, respectively (2023: $14.8 million and $4.4 million).
(3) The Customer’s billing during the commissioning period, prior to vessel acceptance and commencement of the LTA, which is considered an upfront payment for services. These amounts billed are recognized as part of “Liquefaction services revenue” in the consolidated statements of operations evenly over the LTA contract term, with this commencing on the Customer’s acceptance of the FLNG Hilli (note 7). The current portion of deferred commissioning period billing is included in note 23, “Other current liabilities”.
(4) Included in “Other” is an asset retirement obligation relating to FLNG Hilli of $6.4 million and $6.0 million for the years ended December 31, 2024 and 2023, respectively. The corresponding asset of $4.7 million is recorded within “Vessels and equipment, net” (note 19).
| 25. | PENSIONS |
|---|
Defined contribution scheme
We operate a defined contribution scheme. The pension cost for the period represents contributions payable by us to the scheme. The charges to our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 was $1.5 million, $1.6 million and $1.7 million, respectively.
Defined benefit schemes
We have two defined benefit pension plans both of which are closed to new entrants. Benefits are based on the employees' years of service and compensation. Net periodic pension plan costs are determined using the Projected Unit Credit Cost method. Our plans are funded by us in conformity with the funding requirements of the applicable government regulations. Plan assets consist of both fixed income and equity funds managed by professional fund managers. We use December 31 as the measurement date for our pension plans.
In May 2024, we entered into a buy-in insurance agreement in relation to one of our defined benefit pension plans which is expected to be converted to a settlement agreement within a year. Under the settlement agreement, our obligation would be fully transferred to the insurer, releasing us from further liabilities. This resulted in the disinvestment of the pension plan's assets previously held by a third-party financial institution and a net charge to other comprehensive income of $1.9 million. As a result, the UK pension plan assets were reclassified from Level 1 to Level 3 of the fair value hierarchy under ASC 820, as the annuity contract lacks an active market and is valued using significant unobservable inputs, including actuarial assumptions and insurer credit risk. The annuity policy is measured based on the projected benefit obligation, adjusted for known experience and solvency assumptions, which we believe reasonably approximates insurer pricing. Given the nature of these inputs, the fair value of the annuity contract is sensitive to changes in discount rates and mortality assumptions.
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The components of net periodic benefit costs are as follows:
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Service cost | (27) | (33) | (75) |
| Interest cost | (1,481) | (1,622) | (1,087) |
| Expected return on plan assets | 426 | 427 | 254 |
| Recognized actuarial loss | (1,331) | (307) | (774) |
| Net periodic benefit cost | (2,413) | (1,535) | (1,682) |
The components of net periodic benefit costs are recognized in the consolidated statement of operations within "administrative expenses" and "vessel operating expenses" amounting to $1.2 million, (2023: $0.2 million) and $1.2 million (2023: $1.4 million), respectively. The estimated net loss amortized from accumulated other comprehensive income into net periodic pension benefit cost during the year ended December 31, 2024 was $1.3 million (2023: $0.3 million). The increase in estimated net loss amortization and the net periodic benefit costs reflects the impact of the buy-in insurance agreement, which shortened the amortization period from 15 years to 3 years.
The change in projected benefit obligation and plan assets and reconciliation of funded status for the years ended December 31, 2024 and 2023 are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Reconciliation of benefit obligation: | ||
| Benefit obligation at January 1 | 33,433 | 34,078 |
| Service cost | 27 | 33 |
| Interest cost | 1,481 | 1,622 |
| Actuarial (gain)/loss (1) | (219) | 246 |
| Foreign currency exchange rate changes | (137) | 383 |
| Benefit payments | (2,952) | (2,929) |
| Projected benefit obligation at December 31 | 31,633 | 33,433 |
(1) Actuarial gain is sensitive to changes in key actuarial assumptions specifically discount rates, mortality rates and assumed future salary increases.
The accumulated benefit obligation at December 31, 2024 and 2023 was $31.6 million and $33.2 million, respectively.
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Reconciliation of fair value of plan assets: | ||
| Fair value of plan assets at January 1 | 9,962 | 9,809 |
| Actual return on plan assets | (1,028) | 433 |
| Employer contributions | 2,290 | 2,175 |
| Foreign currency exchange rate changes | (130) | 474 |
| Benefit payments | (2,952) | (2,929) |
| Fair value of plan assets at December 31 | 8,142 | 9,962 |
The amounts recognized in accumulated other comprehensive income, as of December 31, 2024 and 2023, is $4.3 million and $4.5 million, respectively.
The actuarial loss recognized in other comprehensive income/(loss) is net of tax of $9 thousand, $0.4 million, and $0.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Employer contributions and benefits paid under the pension plans include $2.3 million and $2.2 million paid from employer assets for the years ended December 31, 2024 and 2023, respectively.
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Our defined benefit pension plan is comprised of two schemes as follows:
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| (in thousands of $) | UK Scheme | Marine Scheme | Total | UK Scheme | Marine Scheme | Total |
| Fair value of benefit obligation | (7,888) | (23,745) | (31,633) | (7,597) | (25,836) | (33,433) |
| Fair value of plan assets (including annuity policy) | 7,924 | 218 | 8,142 | 9,331 | 631 | 9,962 |
| Funded (unfunded) status at end of year | 36 | (23,527) | (23,491) | 1,734 | (25,205) | (23,471) |
The fair value of our plan assets, by category, as of December 31, 2024 and 2023 are as follows:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| Annuity policy | 7,924 | — |
| Equity securities | — | 9,331 |
| Cash | 218 | 631 |
| 8,142 | 9,962 |
The asset allocation for our Marine scheme at December 31, 2024 and 2023, by asset category are as follows:
| Marine scheme | 2024 (%) | 2023 (%) |
|---|---|---|
| Cash | 100 | 100 |
| Total | 100 | 100 |
The asset allocation for our UK scheme at December 31, 2024 and 2023, by asset category are as follows:
| UK scheme | 2024 (%) | 2023 (%) |
|---|---|---|
| Annuity policy | 99 | — |
| Equity | — | 99 |
| Cash | 1 | 1 |
| Total | 100 | 100 |
Our investment strategy is to balance risk and reward through the selection of professional investment managers and investing in pooled funds and annuity policy.
During the year ended December 31, 2024, we had made the following contributions to the schemes as follows:
| (in thousands of $) | UK scheme | Marine scheme |
|---|---|---|
| Employer contributions | 171 | 2,119 |
We are expected to make the following pension disbursements as follows:
| Year ending December 31, | Marine scheme |
|---|---|
| (in thousands of ) | |
| 2025 | 2,500 |
| 2026 | 2,400 |
| 2027 | 2,300 |
| 2028 | 2,200 |
| 2029 | 2,100 |
| 2030 - 2034 | 9,000 |
All values are in US Dollars.
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The weighted average assumptions used to determine the benefit obligation for our defined benefit pension plans for the years ended December 31 are as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Discount rate | 5.10 | % | 4.63 | % |
| Rate of compensation increase | 2.48 | % | 2.47 | % |
The weighted average assumptions used to determine the net periodic benefit cost for our defined benefit pension plans for the years ended December 31 are as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Discount rate | 5.12 | % | 4.64 | % |
| Expected return on plan assets | 4.31 | % | 4.31 | % |
| Rate of compensation increase | 2.55 | % | 2.54 | % |
The overall expected long-term rate of return on assets assumption used to determine the net periodic benefit cost for our plans for the years ended December 31, 2024 and 2023 is based on the weighted average of various returns on assets using the asset allocation as of the beginning of 2024 and 2023. For equities and other asset classes, we have applied an equity risk premium over ten-year governmental bonds.
| 26. | SHARE CAPITAL AND SHARE BASED COMPENSATION |
|---|
Our common shares are listed on the Nasdaq Stock Exchange.
As of December 31, 2024 and 2023, our authorized and issued share capital is as follows:
Authorized share capital:
| (in thousands of $, except per share data) | 2024 | 2023 |
|---|---|---|
| 150,000,000 (2023: 150,000,000) common shares of $1.00 each | 150,000 | 150,000 |
Issued share capital:
| (in thousands of $, except per share data) | 2024 | 2023 |
|---|---|---|
| 104,534,703 (2023: 104,578,080) outstanding issued common shares of $1.00 each | 104,535 | 104,578 |
| (number of shares in thousands) | 2024 | 2023 |
| --- | --- | --- |
| As of January 1 | 104,578 | 107,226 |
| Repurchase and cancellation of treasury shares (1) | (679) | (2,897) |
| Share options exercised | 512 | — |
| Vesting of RSUs | 124 | 249 |
| As of December 31 | 104,535 | 104,578 |
(1) During 2024 and 2023, we repurchased and cancelled 0.7 million and 2.9 million treasury shares for a net consideration of $14.2 million and $61.7 million, inclusive of brokers commission of $0.01 million and $0.1 million, respectively.
Contributed surplus
As of December 31, 2024 and 2023, we have a contributed surplus of $200 million. Contributed surplus is capital that can be returned to stockholders without the need to reduce share capital, thereby giving Golar greater flexibility when it comes to declaring dividends.
Share options
Our Long Term Incentive Plan (the “LTIP”) was adopted by our Board of Directors, effective as of October 24, 2017. In August 2024, our board approved the first amendment to the LTIP. Under this amendment, the maximum aggregate number of common shares that may be delivered pursuant to any and all awards under the LTIP was increased from 3.0 million to 6.0 million, subject to adjustment due to recapitalization or reorganization as provided under the LTIP.
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The LTIP allows for grants of (i) share options, (ii) share appreciation rights, (iii) restricted share awards (iv) share awards, (v) other share-based awards, (vi) cash awards, (vii) dividend equivalent rights, (viii) substitute awards and (ix) performance-based awards, or any combination of the foregoing as determined by the Board of Directors or nominated committee in its sole discretion. Either authorized unissued shares or treasury shares (if there are any) in the Company may be used to satisfy exercised options.
Pursuant to the LTIP, we awarded certain individuals share options for the years ended December 31, 2024 and 2023, as follows:
•in March 2023, 650 thousand share options were granted to executive officers and certain employees. The options vest in equal installments over three years and have a four-year term;
•in April 2024, 50 thousand share options were granted to an executive officer. The options vest in equal installments over three years and have a four-year term;
•in February 2024, we extended the term of 750 thousand fully vested share options granted in May 2021 to May 13, 2026. These options were originally awarded for a term of 3 years from 2021 to 2024. Incremental compensation cost of $0.6 million was recognised during the year ended December 31, 2024, representing the excess of fair value of options at modification date over the original fair value at grant date; and
•in November 2024, 1,025 thousand share options were granted to executive officers and certain employees. The options vest in equal installments over three years and have a 6 year contractual term. The expected is calculated using the simplified method, as explained below.
The fair value of each option award is estimated on the grant date or modification date using the Black-Scholes option pricing model. The weighted average assumptions as of the grant dates are as follows:
| November 2024 | April 2024 | March 2023 | ||||
|---|---|---|---|---|---|---|
| Risk free interest rate | 4.3 | % | 4.4 | % | 4.1 | % |
| Expected volatility of common stock | 41.5 | % | 50.4 | % | 70.5 | % |
| Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % |
| Expected term of options | 4.5 years | 4.0 years | 4.0 years |
The assumption for expected future volatility is based primarily on an analysis of historical volatility of our common shares.
Where the criteria for using the simplified method are met, we have used this method to estimate the expected term of options based on the vesting period of the award that represents the period options granted are expected to be outstanding. Under the simplified method, the mid-point between the vesting date and the maximum contractual expiration date is used as the expected term. Where the criteria for using the simplified method are not met, we used the contractual term of the options.
The dividend yield has been estimated at 0.0% as the exercise price of the options is reduced by the value of dividends, declared and paid on a per share basis.
As of December 31, 2024, 2023 and 2022, the number of options outstanding in respect of Golar shares was 1.9 million, 1.4 million and 1.0 million, respectively.
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A summary of the share options movements during the year ended December 31, 2024 is presented below:
| Shares<br><br>(in thousands) | Weighted average exercise price | Weighted average remaining contractual term<br>(years) | ||
|---|---|---|---|---|
| Options outstanding at December 31, 2023 | 1,400 | $ | 15.20 | 1.7 |
| Granted during the year | 1,075 | $ | 33.02 | 4.3 |
| Exercised during the year | (512) | $ | 11.19 | |
| Forfeited during the year | (67) | $ | 19.70 | |
| Options outstanding at December 31, 2024 | 1,896 | $ | 25.44 | 3.3 |
| Options outstanding and exercisable at: | ||||
| --- | --- | --- | --- | --- |
| December 31, 2024 | 453 | $ | 12.10 | 1.6 |
| December 31, 2023 | 750 | $ | 10.22 | 0.4 |
| December 31, 2022 | 662 | $ | 17.87 | 0.8 |
The exercise price of all options is reduced by the amount of dividends declared and paid up during 2024. The above figures for options granted, exercised and forfeited show the average of the prices at the time of granting, exercising and forfeiting of the options, and for options outstanding at the beginning and end of the year, the average of the reduced option prices is shown.
As of December 31, 2024, 2023 and 2022, the aggregate intrinsic value of share options that were both outstanding and exercisable was $32.0 million, $10.9 million and $7.7 million, respectively.
| Year ended December 31, | |||
|---|---|---|---|
| (in thousands of $) | 2024 | 2023 | 2022 |
| Intrinsic value of share options exercised | 12,955 | — | — |
| Total fair value of share options vested in the year | 2,647 | 1,958 | 1,958 |
| Compensation cost recognized in the consolidated statement of operations | 3,649 | 2,706 | 1,971 |
| Share options cost capitalized* | — | 173 | — |
*Relates to capitalized costs on share options awarded to employees directly involved in certain vessel conversion projects.
As of December 31, 2024, the total unrecognized compensation cost amounting to $15.7 million relating to options outstanding is expected to be recognized over a weighted average period of 2.7 years.
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Restricted Stock Units
Time-based RSUs
Pursuant to the LTIP, we granted certain individuals RSUs during the years ended December 31, 2024 and 2023, as follows:
•in March 2024, we granted certain individuals RSUs that were not subject to any service or performance conditions and were fully vested upon grant. The number of RSUs earned under this award was 50 thousand. In addition, we also granted certain individuals RSUs that will vest equally over the requisite service period of three years from March 2024 to March 2027. The maximum number of RSUs that may be earned under the award is 129 thousand; and
•in March 2023, we granted certain individuals RSUs that were not subject to any service or performance conditions and were fully vested upon grant. The number of RSUs earned under this award was 55 thousand. In addition, we also granted certain individuals RSUs that will vest equally over the requisite service period of three years from March 2023 to March 2026. The maximum number of RSUs that may be earned under the award is 134 thousand.
A summary of time-based RSU activities for the year ended December 31, 2024 is presented below:
| Shares<br><br>(in thousands) | Weighted average grant date fair value per share | Weighted average remaining contractual term<br>(years) | |
|---|---|---|---|
| Non-vested RSUs at December 31, 2023 | 184 | 22.30 | 2.0 |
| Granted during the year | 178 | 23.54 | |
| Vested during the year | (121) | 25.01 | |
| Forfeited during the year | (21) | 22.73 | |
| Non-vested RSUs at December 31, 2024 | 220 | 22.97 | 1.7 |
Performance-based RSUs
July 2022 grant
In July 2022, we granted certain individuals RSUs that are subject to certain market and performance conditions within the performance period from January 1 to December 31, 2022. The market and performance conditions are weighted to determine the maximum number of RSUs that will be awarded. The maximum number of RSUs that may be earned under the award is 139 thousand. However, 70% of the total award or 97 thousand RSUs will vest over the requisite service period of three-years from July 2022 to July 2025 regardless of the achievement of market and performance conditions. These are shown as time-based RSUs in the preceding table and fair value is estimated using the market price of our common shares at grant date.
The remaining 30% of the award contingently vests subject to Golar achieving more than 70% of the market and performance conditions. The achievement of certain of the performance conditions are subject to the discretion of the Compensation Committee of our Board of Directors (the “Compensation Committee”), hence no grant date was established until final approval by the Compensation Committee. The market condition was achieved at December 31, 2022, so no fair value adjustment to our share price was necessary. This award will also vest over the requisite service period of three years from July 2022 to July 2025.
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A summary of performance-based RSU activity for the year ended December 31, 2024 is presented below:
| Shares<br><br>(in thousands) | Weighted average grant date fair value per share | Weighted average remaining contractual term<br>(years) | |
|---|---|---|---|
| Non-vested performance based RSUs at December 31, 2023 | 14 | 22.82 | 1.5 |
| Vested during the year | (10) | 33.43 | |
| Forfeited during the year | (1) | 22.82 | |
| Non-vested performance based RSUs at December 31, 2024 | 3 | 22.82 | 0.5 |
| Year ended December 31, | |||
| --- | --- | --- | --- |
| (in thousands of $) | 2024 | 2023 | 2022 |
| Compensation cost recognized in the consolidated statement of income | 3,532 | 3,050 | 1,522 |
| RSU cost capitalized * | — | 247 | 198 |
*Relates to capitalized costs on RSUs awarded to employees directly involved in certain vessel conversion projects.
As of December 31, 2024, the total unrecognized compensation cost of $3.4 million relating to both time-based and performance based RSUs outstanding is expected to be recognized over a weighted average period of 1.7 years.
| 27. | FINANCIAL INSTRUMENTS |
|---|
Interest rate risk management
We may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. We have entered into swaps that convert floating rate interest obligations to fixed rates, which from an economic perspective, hedge the interest rate exposure. The counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however we do not anticipate non-performance by any of our counterparties. We do not hold or issue instruments for speculative or trading purposes.
We manage our debt portfolio with interest rate swap agreements in U.S. dollars to achieve an overall desired position of fixed and floating interest rates.
As of December 31, 2024 and 2023, we were party to the following interest rate swap transactions involving the payment of fixed rates in exchange for SOFR as summarized below:
| Instrument | Year end | Notional value | Maturity dates | Fixed interest rates |
|---|---|---|---|---|
| Interest rate swaps: | ||||
| Receiving floating, pay fixed | 2024 | 518,542 | 2025/2029 | 1.93% to 2.37% |
| Receiving floating, pay fixed | 2023 | 709,375 | 2024/2029 | 1.69% to 2.37% |
Foreign currency risk
The majority of our gross earnings are receivable in U.S. dollars. The majority of our transactions, assets and liabilities are denominated in U.S. dollars, our functional currency. However, we incur certain expenditure in other currencies. There is a risk that currency fluctuations will have a negative effect on the value of our cash flows.
Commodity price risk management
Although the LTA bills at a base rate of $60.00 per barrel over the contract term for 1.2 million tonnes out of the base capacity of 1.4 million (December 31, 2023: 1.44 million) tonnes of LNG, we bear no downside risk to the movement of oil prices
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should the oil price move below $60.00. Pursuant to LTA Amendment 3, the remaining 0.2 million (December 31, 2023: 0.22 million) tonnes of LNG is linked to the TTF index and the Euro/U.S. Dollar foreign exchange movements.
We had entered into commodity swaps to economically hedge our exposure to a portion of FLNG Hilli’s tolling fee that is linked to the TTF index, by swapping variable cash receipts that are linked to the TTF index for anticipated future production volumes with fixed payments from our TTF swap counterparties. As at December 31, 2024, all commodity swaps have matured.
Fair values of financial instruments
We recognize our fair value estimates using a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on reliability of inputs used to determine fair value as follows:
Level 1: Quoted market prices in active markets for identical assets and liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The carrying values and estimated fair values of our financial instruments at December 31, 2024 and 2023 are as follows:
| 2024 | 2024 | 2023 | 2023 | ||
|---|---|---|---|---|---|
| (in thousands of $) | Fair value hierarchy | Carrying value | Fair value | Carrying value | Fair value |
| Non-Derivatives: | |||||
| Cash and cash equivalents (1) (2) | Level 1 | 566,384 | 566,384 | 679,225 | 679,225 |
| Restricted cash and short-term deposits (1) (3) | Level 1 | 150,198 | 150,198 | 92,245 | 92,245 |
| Trade accounts receivable (3) | Level 1 | 29,667 | 29,667 | 38,915 | 38,915 |
| Interest receivable from money-market deposits and bank accounts (3) | Level 1 | 2,053 | 2,053 | 3,929 | 3,929 |
| Receivable from TTF linked commodity swap derivatives (3) | Level 1 | — | — | 7,581 | 7,581 |
| Receivable from IRS derivatives (3) | Level 1 | 1,745 | 1,745 | 2,461 | 2,461 |
| Trade accounts payable (3) (4) | Level 1 | (198,906) | (198,906) | (7,454) | (7,454) |
| Current portion of long-term debt and short-term debt (3) (5) (6) | Level 2 | (337,299) | (337,299) | (343,781) | (343,781) |
| Long-term debt (5) (6) | Level 2 | (948,000) | (948,000) | (696,933) | (696,933) |
| Current portion of long-term debt - 2021 Unsecured Bonds (5) (7) | Level 1 | (189,642) | (191,147) | — | — |
| Long-term debt - 2021 Unsecured Bonds (5) (7) | Level 1 | — | — | (199,869) | (197,906) |
| Derivatives: | |||||
| Oil and gas derivative instruments (8) | Level 2 | 105,828 | 105,828 | 159,611 | 159,611 |
| Asset on IRS derivatives (9) | Level 2 | 33,417 | 33,417 | 39,387 | 39,387 |
| Asset on TTF linked commodity swap derivatives (9) | Level 2 | — | — | 48,079 | 48,079 |
(1) These instruments carrying value is highly liquid and is a reasonable estimate of fair value.
(2) Included within cash and cash equivalents of $566.4 million and $679.2 million are $301.8 million and $481.7 million cash held in short-term money-market deposits as of December 31, 2024 and 2023, respectively. During year December 31, 2024 and 2023, we earned interest income on short-term money-market deposits and on balances held in account of $35.3 million and $44.1 million, respectively.
(3) These instruments are considered to be equal to their estimated fair value because of their near term maturity.
(4) As of December 31, 2024, trade payables primarily comprised of amounts payable related to the Gimi and MKII FLNG conversion of $80.9 million and $100.2 million, respectively (2023: $1.1 million and $1.1 million, respectively). The increase in trade payables as of December 31, 2024 compared to 2023 relates to the timing of the receipt of invoice relating to Gimi and MKII FLNG conversion projects.
(5) Our debt obligations are recorded at amortized cost in the consolidated balance sheets. The amounts presented in the table are gross of the deferred charges amounting to $22.7 million and $23.9 million at December 31, 2024 and 2023, respectively.
(6) The estimated fair values for both the floating long-term debt and short-term debt are considered to be equal to the carrying value since they bear variable interest rates, which are adjusted on a quarterly basis.
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(7) The estimated fair values of our 2021 Unsecured Bonds are based on their quoted market prices as of the balance sheet date.
(8) The fair value of the oil and gas derivative instruments are presented on a gross basis (none of which have been designated as hedges) is determined using the estimated discounted cash flows of the additional payments due to us as a result of oil and gas prices moving above the contractual floor price over the remaining term of the LTA. Significant inputs used in the valuation of the oil and gas derivative instruments include the Euro/U.S. Dollar exchange rates based on the forex forward curve for the gas derivative instrument and management’s estimate of an appropriate discount rate and the length of time necessary to blend the long-term and short-term oil and gas prices obtained from quoted prices in active markets.
(9) The fair value of certain derivative instruments are presented on a gross basis (none of which have been designated as hedges) is the estimated amount that we would receive or pay to terminate the agreements at the balance sheet date, taking into account current interest rates, foreign exchange rates, closing quoted market prices and our creditworthiness and that of our counterparties. The credit exposure of certain derivative instruments is represented by the fair value of contracts with a positive value at the end of each period, reduced by the effects of master netting arrangements.
(10) The following methods and assumptions were used to estimate the fair value of our other classes of financial instruments:
•the carrying values of loan receivables and working capital facilities approximate fair values because of the near-term maturity of these instruments (notes 16, 23 and 28). These instruments are classified within Level 1 of the fair value hierarchy.
Concentrations of risk
There is a concentration of credit risk with respect to cash and cash equivalents and restricted cash to the extent that substantially all of the amounts are carried with Nordea Bank ABP, DBS Bank Ltd, Internationale Nederlanden Groep Bank (“ING Bank N.V”), SCB, Danske Bank A/S, DNB Bank ASA and Citibank NA. However, we believe this risk is remote, as they are established and reputable financial institutions with no prior history of default and with investment grade credit ratings.
There is a concentration of financing risk with respect to our long-term debt to the extent that a substantial amount of our long-term debt is carried with ABN Amro Bank NV, Clifford Capital, ING Bank N.V, DBS Bank Ltd, Intesa Sanpaolo, Oversea-Chinese Banking Corp, SCB, Natixis as well as with CSSC in regards to our sale and leaseback arrangement on the FLNG Hilli (note 5). We believe these counterparties to be sound financial institutions, with investment grade credit ratings. Therefore, we believe this risk of default is remote.
A concentration of supplier risk exists with B&V and CIMC in relation to the FLNG Gimi and the MKII FLNG conversion. We believe these supplier risks are remote as our vendors are reputable engineering, procurement, consulting and construction companies.
| 28. | RELATED PARTY TRANSACTIONS |
|---|
a) Transactions with existing related parties:
Net revenues/(expenses): The transactions with related parties for the years ended December 31, 2024, 2023 and 2022 consisted of the following:
| (in thousands of $) | 2024 | 2023 | 2022 |
|---|---|---|---|
| First FLNG Holdings (“FFH”) (1) | 691 | — | — |
| Avenir (3) | 374 | 339 | 246 |
| Higas (2) | 54 | — | — |
| Magni Partners (4) | (22) | (10) | (32) |
| Total | 1,097 | 329 | 214 |
Receivables: The balances with related parties as of December 31, 2024 and 2023 consisted of the following:
| (in thousands of $) | 2024 | 2023 |
|---|---|---|
| FFH (1) | 18,621 | — |
| Higas (2) | 6,006 | — |
| Avenir (3) | 1,733 | 7,312 |
| Total | 26,360 | 7,312 |
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(1) First FLNG Holdings ("FFH") - In August 2024, we granted a shareholder loan to FFH, through Gimi MS, for a maximum amount of $20.0 million to enable FFH to fund its portion of Gimi MS’s funding requirements. The shareholder loan is repayable in 2025 and bears an interest rate of 12% per annum, compounded monthly. As of December 31, 2024, $17.9 million was drawn by FFH and interest of $0.7 million was accrued for the years ended December 31, 2024.
(2) Higas - Amounts due from Higas primarily consist of unpaid revolving shareholder loan principal and accrued interest. Following the completion of the Avenir Restructuring on November 8, 2024 (note 17), the $5.25 million shareholder loan and $0.7 million in accrued interest previously held by Avenir were novated to Higas under the same terms, with the maturity extended to February 2027. Additionally, we provided an additional shareholder loan of $1.25 million to Higas which remained undrawn as of December 31, 2024.
(3) Avenir - Amounts due from Avenir as of December 31, 2023, were primarily related to unpaid debt guarantee fees, the shareholder loan principal and related interest and fees. As noted above, the outstanding shareholder loan and related accrued interest were novated to Higas in November 2024. As December 31, 2024, the remaining amounts receivable from Avenir pertain to unpaid debt guarantee fees.
(4) Magni Partners - Tor Olav Trøim is the founder of, and partner in, Magni Partners (Bermuda) Limited (“Magni Partners”), a privately held Bermuda company, and is the ultimate beneficial owner of the company. Receivables and payables from Magni Partners comprise primarily of the cost (without mark-up) or part cost of personnel employed by Magni Partners who have provided advisory and management services to Golar. These costs do not include any payment for any services provided by Tor Olav Trøim himself.
b) Transactions with CoolCo
Following the sale of our CoolCo shares in March 2023, CoolCo ceased to be a related party and subsequent transactions with CoolCo and its subsidiaries were treated as third party transactions and settled under normal payment terms.
Net revenues: Summarized below are the transactions with CoolCo and its subsidiaries for the period from January 1, 2023 to March 2, 2023 consists of the following:
| (in thousands of $) | Period ended January 1, 2023 to March 2, 2023 |
|---|---|
| Management and administrative services revenue (1) | 588 |
| Ship management fees expense (2) | (333) |
| Debt guarantee fees (3) | 175 |
| Commitment fees (4) | 21 |
| Total | 451 |
(1) Management and administrative services revenue – Golar Management Limited (“Golar Management”), a wholly-owned subsidiary of Golar, and Golar Management (Bermuda) Ltd, entered into the transition services agreement with CoolCo, pursuant to which we provided corporate administrative services to CoolCo, with a fee.
(2) Ship management fee expense – Following completion of the CoolCo Disposal in June 2022, we entered into ship management agreements with CoolCo, for CoolCo to manage our LNG carriers, the Golar Arctic and Golar Tundra, amounting to $0.2 million for the period from January 1, 2023 to March 2, 2023. We also entered into an agreement to sub-contract our contractual vessel management obligations for LNG Croatia and NFE’s fleet of vessels to CoolCo, amounting to $0.1 million for the period from January 1, 2023 to March 2, 2023.
(3) Others – Others pertain to guarantee fees received for remaining as the guarantor for payment obligations for the sale and lease-back obligations of two CoolCo disposed subsidiaries, amounting to $0.2 million for the period from January 1, 2023 to March 2, 2023. Additionally, we provided a 2-year revolving credit facility of $25.0 million to CoolCo earning a commitment fee of 0.5% on the undrawn loan, totaling $21.0 thousand for the period from January 1, 2023 to March 2, 2023 before the facility was terminated on May 28, 2023.
Other transactions:
Subleases with CoolCo - Following the completion of the CoolCo Disposal, we entered into subleases to share office space with CoolCo which amounted to an income of $0.1 million for the period from January 1, 2023 to March 2, 2023.
Share-based payment to CoolCo employees - Following the completion of the CoolCo Disposal, we agreed to honor the restricted stock units granted to the officers and employees in the shipping and FSRU management business that CoolCo acquired. The net expenses relating to these share-based payments amounted to $0.1 million for the period from January 1, 2023 to March 2, 2023 and is included in our equity method investment in CoolCo in the income statement line item “Net (loss)/income from equity method investments.”
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| 29. | COMMITMENTS AND CONTINGENCIES |
|---|
Assets pledged
| Year ended December 31, | ||
|---|---|---|
| (in thousands of $) | 2024 | 2023 |
| Book value of vessels secured against long-term loans (1) | 977,326 | 1,075,018 |
(1) This excludes the FLNG Gimi which is classified as “Asset under development” (note 18) and secured against the Gimi debt facility (note 21).
| 30. | SUBSEQUENT EVENTS |
|---|
Since December 31, 2024, the following non-recognized events have occurred:
•Dividends
In February 2025, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2024 to shareholders of record on March 11, 2025, which was paid on March 18, 2025.
•Sale of remaining Avenir shares
In February 2025, we divested our remaining 39.1 million shares in Avenir at a price of $1.0 per share resulting in an estimated gain of approximately $10.2 million.
•Sale of Golar Arctic
In February 2025, Golar completed the sale of our last remaining LNG carrier, the Golar Arctic for $24.0 million before transaction related expenses with an estimated loss on disposal of $0.8 million. Following the sale, Golar will have fully exited its legacy shipping business.
•FLNG Gimi refinancing
In March 2025, we entered into finance lease agreements with a consortium of leading Chinese leasing companies for the refinancing of the existing FLNG Gimi debt facility. The sale leaseback facility will be approximately $1.2 billion. The transaction is subject to closing conditions including documentation and third-party approvals. The facility is expected to close within Q2 2025. The contemplated sale and leaseback facility will have a tenor of 12 years and a 17-year amortization profile, with quarterly repayment installments throughout the lease period. Upon closing and repayment of the existing debt facility, Gimi MS Corporation is expected to generate net proceeds of approximately $530.0 million. This amount includes the release of existing interest rate swaps. Golar will benefit from 70% of these proceeds, equivalent to approximately $371.0 million.
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Document
Exhibit 2.2
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of Golar LNG Limited's securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Bermuda law, including the Companies Act 1981 of Bermuda (the “Companies Act”). The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Bermuda law, our Memorandum of Association and bye-laws as amended on September 24, 2013 and on September 24, 2020 (“Amended Bye-Laws”). We encourage you to read our Amended Bye-Laws and the applicable provisions of Bermuda law for additional information. Capitalized terms used and not otherwise defined in this Exhibit shall have the respective meanings ascribed to them in the Annual Report on 20-F of which this Exhibit is a part.
DESCRIPTION OF COMMON SHARES
The respective number of common shares issued and outstanding as of the last day of the fiscal year for the annual report on Form 20-F to which this description is attached or incorporated by reference as an exhibit, is provided on the cover page of such annual report on Form 20-F. All the Company’s issued and outstanding shares are fully paid in. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our shares.
Voting Rights
The holders of our common shares will be entitled to one vote per share on each matter requiring the approval of the holders of the common shares. At any annual or special general meeting of shareholders where there is a quorum, a simple majority of votes cast will generally decide any matter, unless a different vote is required by express provision of our Amended Bye-Laws or Bermuda law.
The Companies Act and our Amended Bye-Laws do not confer any conversion or sinking fund rights attached to our common shares.
Preemptive Rights
Bermuda law does not provide a shareholder with a preemptive right to subscribe for additional issues of a company’s shares unless, and to the extent that, the right is expressly granted to the shareholder under the bye-laws of a company or under any contract between the shareholder and the company.
Holders of our common shares do not have any preemptive rights pursuant to the Amended Bye-Laws.
Transfer of Shares
Subject to the Companies Act, any shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board of Directors may approve.
The Board of Directors may decline to register the transfer of any share which is not a fully-paid share, and may direct the Registrar to decline (and the Registrar shall decline if so requested) to register the transfer of any interest in any share held through the VPS, if the registration of such transfer would be likely, in the opinion of the Board, to result in fifty percent or more of the aggregate issued share capital of the Company or shares of the Company to which are attached fifty percent or more of the votes attached to all outstanding shares of the Company being held or owned directly or indirectly, (including, without limitation, through the VPS) by a person or persons resident for tax purposes in a jurisdiction which applies a controlled foreign company tax legislation or a similar tax regime which, in the Board's opinion, will have the effect that shareholders are taxed individually for a proportion of the Company's profits (a Combating the Financing of Terrorism Jurisdiction (“CFT Jurisdiction”)), provided that this provision shall not apply to the registration of shares in the name of the Registrar as nominee of persons whose
interests in such shares are reflected in the VPS, but shall apply, mutatis mutandis, to interests in shares of the Company held by persons through the VPS.
Where our common shares are listed or admitted to trading on any appointed stock exchange, such as NASDAQ, they will be transferred in accordance with the rules and regulations of such exchange.
Repurchase of Shares
Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, our Board may from time to time repurchase any common shares for cancellation or to be held as treasury shares.
Holders of our common shares, however, do not have any right to require the Company to purchase their shares pursuant to the Amended Bye-Laws.
Redemption of Preference Shares
The Company may, with the approval of the shareholders, issue preference shares which are redeemable at the option of the Company or the holder, subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws.
Call on Shares
Pursuant to the Amended Bye-Laws, the Board may from time to time make calls upon our shareholders in respect of any moneys unpaid on their shares.
Reduction of Share Capital
Subject to the Companies Act, the Memorandum of Association and the Amended Bye-Laws, the shareholders may by resolution authorize the reduction of the Company’s issued share capital or any capital redemption reserve fund or any share premium or contributed surplus account in any manner.
Dividend and Other Distributions
Under the Companies Act, a company may, subject to its bye-laws and by resolution of the directors, declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that (a) the company is, and would after the payment be, able to pay its liabilities as they become due and (b) the realizable value of its assets would be greater than its liabilities.
The Amended Bye-Laws provide that the Board from time to time may declare cash dividends or distributions out of contributed surplus to be paid to the shareholders according to their rights and interests, including such interim dividends as appear to the Board of Directors to be justified by the position of the Company.
Board of Directors
The Amended Bye-Laws provide that the Board shall consist of not less than two members and shall at all times comprise a majority of directors who are not resident in the United Kingdom. Our shareholders may change the minimum and the maximum number of directors by the vote of shareholders representing a simple majority of the total number of votes which may be cast at any annual or special general meeting, or by written resolution. Each director is elected at an annual general meeting of shareholders for a term commencing upon election and each director shall serve until re-elected or their successors are appointed on the date of the next scheduled annual general meeting of shareholders. There are no provisions for cumulative voting in the Companies Act or the Amended Bye-Laws and the Amended Bye-Laws do not contain any super-majority voting requirements.
Subject to the Companies Act, the Amended Bye-Laws permit our directors to engage in any transaction or arrangement with us or in which we may otherwise be interested. Additionally, as long as our director declares the nature of his or her interest immediately or thereafter at a meeting of the board of directors, or by writing to the
directors as required by the Companies Act, he or she shall not, by reason of his office be held accountable for any benefit derived from any outside office or employment.
Our directors are not required to retire because of their age and are not required to be holders of our common shares.
Removal of Directors and Vacancies on the Board
Under the Companies Act, any director may be removed, with or without cause, by a vote of the majority of shareholders if the bye-laws so provide. A company may remove a director by specifically convening a special general meeting of the shareholders.
The Amended Bye-Laws provide that directors may be removed, with or without cause, by a vote of the shareholders representing a majority of the votes present and entitled to vote at a special general meeting called for that purpose. The notice of any such special general meeting must be served on the director concerned no less than 14 days before the special general meeting and he or she shall be entitled to be heard at that special general meeting.
Any director vacancy created by the removal of a director from our Board at a special general meeting may be filled by the election of another director in his place by a majority vote of the shareholders entitled to vote at the special general meeting called for the purpose of removal of that director, or in the absence of such election, by the Board. The Board may fill casual vacancies so long as quorum of directors remains in office. Each director elected to the Board to fill a vacancy shall serve until the next annual general meeting of shareholders and until a successor is duly elected and qualified or until such director’s resignation or removal.
Shareholder Meetings
Under the Companies Act, an annual general meeting of the shareholders shall be held for the election of directors on any date or time as designated by or in the manner provided for in the bye-laws and held at such place within or outside Bermuda as may be designated in the bye-laws. Any other proper business may be transacted at the annual general meeting.
Under the Companies Act, any meeting that is not the annual general meeting is called a special general meeting, and may be called by the Board or by such persons as authorized by the company’s memorandum of association or bye-laws. Under the Companies Act, holders of one-tenth of a company’s issued common shares may also call special general meetings. At such special general meeting, only business that is related to the purpose set forth in the required notice may be transacted. Additionally, under Bermuda law, a company may, by resolution at a special general meeting, elect to dispense with the holding of an annual general meeting for (a) the year in which it is made and any subsequent year or years; (b) for a specified number of years; or (c) indefinitely.
Under the Amended Bye-Laws, notice of any general meeting must be given not less than seven (7) days before the meeting and shall state the place, date and hour of the meeting and, in the case of a special general meeting, shall also state the purpose of such meeting and that it is being called at the direction of whoever is calling the meeting. Under Bermuda law, accidental failure to give notice will not invalidate proceedings at a general meeting.
Annual General Meetings. The Amended Bye-Laws provide that the Board may fix the date, time and place of the annual general meeting within or outside of Bermuda (but never in the United Kingdom or in a CFT Jurisdiction) for the election of directors and to transact any other business properly brought before the meeting.
Special General Meetings. The Amended Bye-Laws provide that special general meetings may be called by the Board and when required by the Companies Act (i.e. by holders of one-tenth of a company’s issued common shares through a written request to the Board).
Notice Requirements. The Amended Bye-Laws provide that we must give not less than seven (7) days’ notice before any annual or special general meeting.
Quorum of Shareholders
Under the Companies Act, where the bye-laws so provide, a general meeting of the shareholders of a company may be held with only one individual present if the requirement for a quorum is satisfied and, where a company has only one shareholder or only one holder of any class of shares, the shareholder present in person or by proxy constitutes a general meeting.
Under the Amended Bye-Laws, quorum at annual or special general meetings shall be constituted by at least two shareholders present in person or by proxy and entitled to vote (whatever the number of shares held by them).
Shareholder Action without a Meeting
Under the Companies Act, unless the company’s bye-laws provide otherwise, any action required to or that may be taken at an annual or general meeting can be taken without a meeting if a written consent to such action is signed by the necessary majority of the shareholders entitled to vote with respect thereto.
The Amended Bye-Laws provide that, except in the case of the removal of auditors and directors, anything which may be done by resolution may, without an annual or special general meeting and without any previous notice being required, be done by resolution in writing, signed by a simple majority of all the shareholders or their proxies (or such greater majority required by the Companies Act).
Shareholder’s Rights to Examine Books and Records
Under the Companies Act, any shareholder, during the usual hours of business, may inspect, for a purpose reasonably related to his or her interest as a shareholder, and make copies of extracts from the share register, and minutes of all general meetings.
Amendments to Memorandum of Association
Under Bermuda law, a company may, by resolution passed at an annual or special general meeting of shareholders, alter the provisions of the memorandum of association. An application for annulment of an alteration so adopted by the Company can be made to the Court, but can only be made by (i) holders of not less in the aggregate than 20% in par value of a company’s issued share capital, (ii) by holders of not less in the aggregate that 20% of the company’s debentures entitled to object to alterations to the memorandum, or (iii) in the case a company that is limited by guarantee, by not less than 20% of the shareholders.
Variation in Shareholder Rights
Under Bermuda law, if at any time a company has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied with (i) the consent in writing of the holders of 75% in nominal value of the issued shares of that class, or (ii) the sanction of a resolution passed at a separate general meeting of holders of the shares of the class at which a quorum consisting of at least two persons holding or representing of one-third of the issued shares of the relevant class is present.
The Amended Bye-Laws may be amended from time to time in the manner provided for in the Companies Act, provided that any such amendment shall only become operative to the extent that it has been confirmed by a resolution passed by a simple majority of votes cast at a general meeting of the Company.
Vote on Amalgamations, Mergers, Consolidations and Sales of Assets
Under the Companies Act, any plan of merger or amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) must, unless otherwise provided for in a company’s bye-laws, be authorized by the company’s board of directors and its shareholders, and must be approved by a majority vote of three-fourths of those shareholders voting at such special general meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of the company on the Record Date are in attendance in person or by proxy at such special general meeting.
Under the Amended Bye-Laws the Board of Directors may, with the sanction of a simple majority of votes cast at a general meeting of the Company, amalgamate the Company with another company, whether or not the Company is the surviving company and whether or not such an amalgamation involves a change in the jurisdiction of the Company.
Appraisal and Dissenters Rights
Under Bermuda law, in the event of an amalgamation or a merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the special general meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.
Derivative Actions
Class actions and derivative actions are generally not available to shareholders under Bermuda law. Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company, or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. However, generally a derivative action will not be permitted where there is an alternative action available that would provide an adequate remedy. Any property or damages recovered by derivative action go to the company, not to the plaintiff shareholders. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company or that the company be wound up.
A statutory right of action is conferred on subscribers to shares of a Bermuda company against persons (including directors and officers) responsible for the issue of a prospectus in respect of damage suffered by reason of an untrue statement contained in the prospectus, but this confers no right of action against the company itself. In addition, subject to any limitations that may be contained in a company’s bye-laws, a shareholder may bring a derivative action on behalf of the company to enforce a right of the company (as opposed to a right of its shareholders) against its officers (including directors) for breach of their statutory and fiduciary duty to act honestly and in good faith with a view to the best interests of the company.
The Amended Bye-Laws contain provisions whereby each shareholder (i) agrees that the liability of our officers shall be limited, (ii) agrees to waive any claim or right of action such shareholder might have, whether individually or in the right of the Company, against any director, alternate director, officer, person or member of a committee, resident representative or any of their respective heirs, executors or administrators for any action taken by any such person, or the failure of any such person to take any action, in the performance of his or her duties, or supposed duties, to the Company or otherwise, and (iii) agrees to allow us to indemnify and hold harmless our officers and directors in respect of any liability attaching to such officer and director incurred by him or her as an officer or director of the Company. The restrictions on liability, indemnity and waiver do not extend to any liability of an officer or director for fraud or dishonesty.
Liquidation
Under Bermuda Law, in the event of our liquidation, dissolution or winding up, the holders of common shares of a company are entitled to share in its assets, if any, remaining after the payment of all of its debts and liabilities, subject to any liquidation preference on any outstanding preference shares.
Limitations on Ownership
There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.
Listing
Our common shares have been quoted on the NASDAQ Global Select Market, or NASDAQ, since our initial public offering in 2002 and traded under the ticker symbol "GLNG".
Comparison of Bermuda Law to Delaware Law
The following table provides a comparison between some statutory provisions of the Delaware General Corporation Law and the Bermuda Companies Act relating to shareholders’ rights.
| Delaware | Bermuda |
|---|---|
| Dividends | |
| Under Delaware law, unless otherwise provided in a corporation's certificate of incorporation, directors may declare and pay dividends upon the shares of its capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.<br><br>The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital is surplus. Net assets means the amount by which total assets exceed total liabilities.<br><br>Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. | Under the Companies Act, a company may declare and pay a dividend, or make a distribution out of contributed surplus, provided there are reasonable grounds for believing that (a) the company is, and would after the payment be, able to pay its liabilities as they become due and (b) the realizable value of its assets would be greater than its liabilities. (Companies Act § 54). |
| Directors | |
| Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation. | The number of directors is fixed by the bye-laws, and any changes to such number must be approved by the Board of Directors and/or the shareholders in accordance with the company's bye-laws. (Companies Act §91). |
| Dissenter’s Rights of Appraisal | |
| --- | --- |
| Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is the offered consideration. | A dissenting shareholder of a Bermuda exempted company is entitled to be paid the fair value of his or her shares in an amalgamation or merger. (Companies Act § 106(6)). |
| Shareholder Derivative Actions | |
| Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter developed upon such shareholder by operation of law. | Generally, class actions and derivative actions are not available to shareholders under Bermuda law. (See generally, Bermuda Companies Act).<br><br><br><br>Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is<br><br>alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the bye-laws.<br><br><br><br>Bermuda courts would further give consideration to acts that are alleged to constitute a fraud against the minority of shareholders, or, for instance, where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it. |
| Shareholder Meetings and Voting Rights | |
| --- | --- |
| Shareholder meetings may be held at such times and places as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the Board of Directors.<br> <br>Special meetings of the shareholders may be called by the Board of Directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws, or if not so designated, as determined by the Board of Directors.<br> <br>Written notice shall be given not less than 10 nor more than 60 days before the meeting. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.<br> <br>Shareholder meetings may be held within or without the State of Delaware.<br> <br>Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. | Shareholder meetings may be called by the Board of Directors and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at a general meeting. (Companies Act §74(1)).<br><br>Special meetings may be convened by the Board of Directors whenever they see fit, and the meetings shall be called special general meetings. (Companies Act §71(2)).<br><br>May be held in or outside of Bermuda.<br><br>Notice: <br>- Notice of all general meetings shall specify the place, the day and hour of the meeting. (Companies Act §71(3)).<br><br>- Notice of special general meetings shall specify the place, the day, hour and general nature of the business to be considered at the meeting. (Companies Act §71(3)).<br><br>- Notwithstanding any provision in the bye-laws of a company, at least five days’ notice shall be given of a company meeting. (Companies Act §75(1)).<br><br>- The unintentional failure to give notice to any person does not invalidate the proceedings. (Companies Act §71(4)).<br><br>Generally, any action which may be done by resolution of a company in a general meeting may be done by resolution in writing. (Companies Act §77A).<br><br>Shareholders may act by written resolution to elect directors, but may not act by written resolution to remove directors. (Companies Act §77A(6)(b)).<br><br>Except as otherwise provided in our bye-laws or the Companies Act, any action or resolution requiring the approval of the shareholders may be passed by a simple majority of votes cast (Companies Act §77(2)).<br><br>Any person authorized to vote may authorize another person or persons to act for him by proxy. (Companies Act §77(3)). |
| The bye-laws may specify the number to constitute a quorum for a general meeting of the Company. In the case of a company having only one member, one member present in person or by proxy constitutes the necessary quorum. (Companies Act § 71(5)).<br><br>When a quorum is once present to constitute a meeting, the byelaws may provide for whether or not it is broken by the subsequent withdrawal of any shareholders. (Companies Act §13(2)(f)).<br><br>The bye-laws may provide for cumulative voting in the election of directors. (Companies Act §77). | |
| --- |
glng-firstamendmenttolti

FIRST AMENDMENT TO THE GOLAR LNG LIMITED LONG TERM INCENTIVE PLAN THIS FIRST AMENDMENT (the “First Amendment”) to the Golar LNG Limited Long Term Incentive Plan (as amended from time to time, the “Plan”), has been approved and adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Golar LNG Limited, a Bermuda entity (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. W I T N E S S E T H: WHEREAS, the Company previously adopted the Plan; WHEREAS, Section 10 of the Plan provides that the Plan may be amended from time to time, (i) without the approval of the Company’s shareholders, unless such shareholder approval is required by applicable law or regulation or the rules of any stock exchange on which the Stock (as such term is defined under the Plan, which shall be referred to as “Shares” herein) is listed or quoted and (ii) without the approval of any Participant, unless such amendment may materially and adversely affect the rights of any such Participant under any previously granted and outstanding award; WHEREAS, the Committee now desires to amend the Plan to increase the number of Shares reserved for delivery under the Plan by 3,000,000 Shares, which amendment (i) may be approved and adopted by the Committee without the approval of the Company’s shareholders pursuant to the rules of the NASDAQ Global Select Market and (ii) does not materially and adversely affect the rights of any Participant under any previously granted and outstanding award; and WHEREAS, the Committee has determined that the First Amendment shall be made effective as of August 13, 2024 (the “Amendment Effective Date”). NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be amended as of the Amendment Effective Date, as set forth below: I. Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following: “Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with Section 8, 6,000,000 shares of Stock are reserved and available for delivery with respect to Awards.” RESOLVED, that except as amended hereby, the Plan is specifically ratified and reaffirmed. [Remainder of Page Intentionally Left Blank.]
loaamendmentdeed

Execution Version Legally privileged and confidential GBR01/116379333_2 1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT DEED relating to a lease and operate agreement dated 26 February 2019 as amended and restated on 3 September 2021 THIS DEED is made on 2024 BETWEEN: 1. GIMI MS CORPORATION, a corporation incorporated in the Republic of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the "Owner"); 2. GOLAR MS OPERATOR S.A.R.L., a société à responsabilité limitée incorporated and organised under the laws of the Islamic Republic of Mauritania, with a share capital of 60,000 Ouguiyas, having its address at 268 Module G, Tevragh Zeina, Nouakchott, Mauritania with registration number 102428/GU/23437/701, and with Tax Identification Number 00625939 (the "Operator"); 3. BP MAURITANIA INVESTMENTS LIMITED, a company incorporated and organised under the laws of England and Wales having its registered office at Chertsey Road, Sunbury on Thames, Middlesex, United Kingdom, TW16 7BP and with a registered branch in Mauritania with registration number 94860/GU/15869 in its capacity as the Unit Operator and for and on behalf of the Co-venturers (the "Lessee"); 4. GOLAR LNG LIMITED, a company organised and existing under the laws of Bermuda with its registered office at 2nd floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11 Bermuda ("GLNG"); 5. KEPPEL MANAGEMENT LTD., a company organised and existing under the laws of Singapore with its address at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore ("KM"); 6. BP EXPLORATION OPERATING COMPANY LIMITED, a company incorporated in England whose registered office is at Chertsey Road, Sunbury on Thames, Middlesex TW16 7BP ("BPEOC"); 7. KOSMOS ENERGY LIMITED, a company incorporated in the State of Delaware whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 ("KEL"); and 8. BP SENEGAL INVESTMENTS LIMITED, a company incorporated in England and Wales whose registered office is at Chertsey Road, Sunbury on Thames, Middlesex, United Kingdom, TW16 7BP ("BPSIL"). WHEREAS: A. On 26 February 2019, the Owner and the Lessee entered into a lease and operate agreement relating to a FLNG facility for the Greater Tortue/Ahmeyim ("GTA") gas field offshore of Mauritania and Senegal, to which the Operator acceded on 7 August 2019 pursuant to a deed of accession, as subsequently amended and restated pursuant to a deed of amendment and restatement (the "Amendment and Restatement Deed") on 3 September 2021 (the "Original LOA").

Execution Version Legally privileged and confidential GBR01/116379333_2 2 B. On 27 September 2019, BPEOC issued a deed of guarantee in favour of the Owner (as beneficiary), which was amended and restated pursuant to the Amendment and Restatement Deed (the "BPEOC Guarantee"). C. On 27 September 2019, KEL and BPEOC issued a deed of guarantee and indemnity in favour of BPSIL, the Lessee and the Owner (as beneficiaries), which was amended and restated pursuant to the Amendment and Restatement Deed (the "KEL Guarantee and Indemnity"). D. On 1 October 2020, there was an exchange of a letter between the Lessee and the Owner titled "Lessee FM Event and Owner FM Event – Critical Dates and Project Schedule" (the "Critical Dates and Project Schedule Letter"). E. On 15 April 2024, the Owner, the Lessee and KEL entered into a non-binding letter of intent setting out general principles for (i) an amendment to the Original LOA, (ii) the settlement of certain open claims and issues and (iii) providing a framework for the accelerated commissioning option in respect of the FLNG Facility (including the slide pack attached thereto, the "LOI"). F. On 13 May 2024, the Owner, the Operator, the Lessee, BPEOC, KEL, GLNG and KM entered into an agreement amending the Original LOA to reflect the discontinuation of LIBOR (the "LIBOR Discontinuation Letter"). G. The Owner, the Operator and the Lessee wish to further amend the Original LOA on the basis of the general principles set out in the LOI, including; (i) a commercial reset between the Owner, the Operator and the Lessee to underpin an enduring and productive relationship, (ii) a focus on safe and reliable operations, (iii) collaborative delivery of joint milestones, (iv) an equitable and expedient path to commercial operations and (v) continuous alignment through transparent communications (the "Reset Arrangement"). H. The Original LOA, as amended by this 2024 Amendment Deed, and the LIBOR Discontinuation Letter, shall be referred to as the "LOA". I. GLNG and KM (as Owner Credit Support Providers), BPEOC and KEL (as Lessee Credit Support Providers) and BPSIL wish to record their acknowledgement of, and agreement to, this 2024 Amendment Deed. J. On the date hereof, the Owner and the Lessee have entered into an agreement for the settlement of certain Disputes, requests, claims, complaints and other matters, as further detailed therein (the "Settlement Deed"). K. The Owner and the Lessee hereby acknowledge that they will concurrently execute this 2024 Amendment Deed and the Settlement Deed and none of them shall have any effect until all of them are fully effective. IT IS AGREED as follows: 1. DEFINITIONS Terms defined in the Original LOA shall, unless otherwise defined in this 2024 Amendment Deed, bear the same meaning when used in this 2024 Amendment Deed and the following terms shall have the following meanings: "Amendment and Restatement Deed" shall have the meaning given in Recital A. "BPEOC Guarantee" shall have the meaning given in Recital B. "Critical Dates and Project Schedule Letter" shall have the meaning given in Recital D. "Delay Amount" shall have the meaning given to it in clause 2.1.1 (Settlement, Release and Agreement Not to Sue) of the Settlement Deed. "GLNG Guarantee" means that certain guarantee dated 27 September 2019 relating to the FLNG Facility provided by GLNG in favour of the Lessee.

Execution Version Legally privileged and confidential GBR01/116379333_2 3 "GTA" shall have the meaning given in Recital A. "KEL Guarantee and Indemnity" shall have the meaning given in Recital C. "KM Guarantee" means that certain guarantee dated 27 September 2019 relating to the FLNG Facility provided by KM in favour of the Lessee. "LIBOR Discontinuation Letter" shall have the meaning given in Recital F. "LOA" shall have the meaning given in Recital H. "LOI" shall have the meaning given in Recital E. "Original LOA" shall have the meaning given in Recital A. "Representation" shall have the meaning given to it in paragraph 8.2.2 of this 2024 Amendment Deed. "Reset Arrangement" shall have the meaning given in Recital G. "Settlement Deed" shall have the meaning given in Recital J. "Signatory" means each of the Owner, the Lessee, the Operator, GLNG, KM, BPEOC, KEL and BPSIL and "Signatories" means collectively the Owner, the Lessee, the Operator, GLNG, KM, BPEOC, KEL and BPSIL. "Waived Delays" shall have the meaning given to it in clause 2.1.2 (Settlement, Release and Agreement Not to Sue) of the Settlement Deed. "2024 Amendment Deed" means this deed of amendment (including all Schedules hereto). "2024 Amendment Deed Effective Date" means the later of (i) the date hereof and (ii) the date of the Settlement Deed. 2. INTERPRETATION 2.1 Except as otherwise expressly provided in this 2024 Amendment Deed, the rules of interpretation set out in Clause 1.2 (Interpretation) of the Original LOA will apply to this 2024 Amendment Deed. 2.2 If there is any inconsistency between the terms of this 2024 Amendment Deed and the terms of the Settlement Deed, the terms of this 2024 Amendment Deed shall have precedence. 3. AMENDMENTS 3.1 The Original LOA shall be amended with effect from (and including) the 2024 Amendment Deed Effective Date as set out in Schedule 1. 3.2 Schedule 2 sets out a conformed copy of the LOA, inclusive of, but not limited to, all amendments made thereto by virtue of this 2024 Amendment Deed and also includes the amendments pursuant to the LIBOR Discontinuation Letter. Such conformed copy is provided solely for the convenience of reference and does not restate the LOA. 4. CONTINUATION Except as varied by the terms of this 2024 Amendment Deed and the LIBOR Discontinuation Letter, the Original LOA will remain in full force and effect. Any reference in the Original LOA to the Original LOA or to any provision of the Original LOA will be construed, from the 2024 Amendment Deed Effective Date, as a reference to the LOA, or that provision, as amended by this 2024 Amendment Deed and the LIBOR Discontinuation Letter. 5. WAIVERS AND ACKNOWLEDGMENTS 5.1 The Parties acknowledge and agree that: 5.1.1 any acts, obligations and activities required to be performed pursuant to Schedule 29 (Accelerated Commissioning) of the LOA (but without prejudice to paragraph 7.4.2 of Schedule 29 (Accelerated Commissioning) of the LOA) (collectively, the "Accelerated Commissioning Activities"), and otherwise pursuant to the 2024

Execution Version Legally privileged and confidential GBR01/116379333_2 4 Amendment Deed do not constitute a Lessee Request (within the meaning of Clause 6.1 (Lessee Request) of the LOA), an Owner Request (within the meaning of Clause 6.2 (Owner Request) of the LOA) or a Change, and therefore: (A) a Variation Order Proposal (pursuant to Clause 6.5 (Variation Order Proposal) and Schedule 12 (Variation Order Proposal) of the LOA and a Variation Order (pursuant to Clause 6.7 (Variation Order) of the LOA) are not required; (B) no Variation Costs shall be payable (pursuant to Clause 6.6 (Variation Cost) of the LOA); and (C) no other provisions of the LOA in respect of a Variation shall apply, as a result of, or to implement or give effect to, this 2024 Amendment Deed and the Accelerated Commissioning Activities; 5.1.2 no Owner Request or Lessee Request can be raised in relation to Delay Amounts or Waived Delays or any facts or circumstances arising in respect of the Delay Amounts or Waived Delays; 5.1.3 in respect of the period prior to 10 January 2024, each of the Owner and the Lessee shall remain entitled to retain any payment actually received from the other Parties in relation to the Waived Delays; and 5.1.4 for the purposes of Clause 15.2(b) (Force Majeure) of the LOA, the Parties acknowledge that, as set out in the Critical Dates and Project Schedule Letter, certain FM Events have occurred prior to the 2024 Amendment Deed Effective Date, and that such FM Events or the effects thereof, and the Critical Dates and Project Schedule Letter, shall not be deemed waived, released or otherwise disapplied as a consequence of this 2024 Amendment Deed. 5.2 In respect of the relevant debt financing arrangements: 5.2.1 the Owner confirms that, as at the 2024 Amendment Deed Effective Date, any consents and/or waivers that are required in accordance with such financing arrangements in order for the Owner to enter into, or to implement or give effect to, this 2024 Amendment Deed, have been obtained; and 5.2.2 the Owner confirms that, as at the 2024 Amendment Deed Effective Date, the loan(s) provided to the Owner under such financing arrangements have not been accelerated, including by virtue of a declaration that all or part of the relevant loan, together with accrued interest, be immediately due and payable. 5.3 In respect of payments made by the Owner or the Lessee under the Original LOA between 10 January 2024 and the 2024 Amendment Deed Effective Date (inclusive): 5.3.1 the Parties agree that: (A) any amounts which have been paid in respect of any Delay Amount by the Lessee to the Owner shall be repaid by the Owner to the Lessee pursuant to paragraph (F) below; (B) any amounts which have been paid in respect of any Delay Amount by the Owner to the Lessee shall be repaid by the Lessee to the Owner pursuant to paragraph (F) below; (C) any amounts which have been invoiced by the Lessee and not paid by the Owner in respect of any Delay Amount, shall not be paid or repaid by the Owner to the Lessee pursuant to paragraph (F) below and the Lessee shall cancel such invoices and shall not be able to make any claim for any payment for such invoices; (D) any amounts which have been invoiced by the Owner and not paid by the Lessee in respect of any Delay Amount, shall not be paid or repaid by the Lessee to the Owner pursuant to paragraph (F) below and the Owner shall

Execution Version Legally privileged and confidential GBR01/116379333_2 5 cancel such invoices and shall not be able to make any claim for any payment for such invoices; (E) for the avoidance of doubt, no interest shall accrue and be payable, nor shall have accrued and become payable, on the amounts set out in paragraphs (A) and (B) above; and (F) the amounts payable under paragraphs (A) and (B) above shall be set-off against each other so that a single payment shall be due either (i) from the Owner to the Lessee or (ii) from the Lessee to the Owner; 5.3.2 such amount under paragraph 5.3.1(F) above shall be payable as follows: (A) if such payment is due to the Owner, within thirty (30) days of the date of an invoice from the Owner to the Lessee in respect of such amount; and (B) if such payment is due to the Lessee, within thirty (30) days of the date of an invoice from the Lessee to the Owner in respect of such amount. 5.4 The Parties acknowledge that, as at the 2024 Amendment Deed Effective Date, there have been instances where the time periods for the development, delivery or notification of the Manuals and Protocols and the Project Schedule, or the changes thereto, have not been complied with, and clause 2.2 (Settlement, Release and Agreement Not to Sue) of the Settlement Deed shall apply to such non-compliance. 5.5 From the 2024 Amendment Deed Effective Date, the Commissioning Protocol attached at Schedule 3 shall be the Commissioning Protocol pursuant to Clause 7.6(b)(ii) of the LOA. 6. LESSEE CREDIT SUPPORT CONFIRMATIONS 6.1 BPEOC Guarantee For the purposes of clause 7 (Amendment to the Agreement) of the BPEOC Guarantee and, to the extent that the amendments to the Original LOA pursuant to paragraph 3 (Amendments) above give rise to any alterations and/or variations to the provisions of the Original LOA which may affect the obligations of BPEOC under the BPEOC Guarantee, BPEOC: 6.1.1 acknowledges and agrees that the alterations and/or variations to the provisions of the Original LOA are made in accordance with the provisions of the Original LOA; 6.1.2 provides its prior written consent to the alterations and/or variations to the provisions of the Original LOA; and 6.1.3 acknowledges and agrees that the obligations and liabilities of BPEOC under the BPEOC Guarantee shall continue unaffected on and from the 2024 Amendment Deed Effective Date. 6.2 KEL Guarantee and Indemnity For the purposes of clause 8.1 (Amendments) of the KEL Guarantee and Indemnity and, to the extent that the amendments to the Original LOA pursuant to paragraph 3 (Amendments) above give rise to any alterations and/or variations to the provisions of the Original LOA which may affect the obligations of KEL, BPEOC and BPSIL under the KEL Guarantee and Indemnity, KEL, BPEOC and BPSIL each: 6.2.1 acknowledges and agrees that the alterations and/or variations to the provisions of the Original LOA are made in accordance with the provisions of the Original LOA; 6.2.2 provides its prior written consent to the alterations and/or variations to the provisions of the Original LOA; and 6.2.3 acknowledges and agrees that the obligations and liabilities of KEL, BPEOC and BPSIL under the KEL Guarantee and Indemnity shall continue unaffected on and from the 2024 Amendment Deed Effective Date.

Execution Version Legally privileged and confidential GBR01/116379333_2 6 7. OWNER CREDIT SUPPORT CONFIRMATIONS 7.1 GLNG Guarantee For the purposes of clause 7 (Amendment to the Agreement) of the GLNG Guarantee and, to the extent that the amendments to the Original LOA pursuant to paragraph 3 (Amendments) above give rise to any alterations and/or variations to the provisions of the Original LOA which may affect the obligations of GLNG under the GLNG Guarantee, GLNG: 7.1.1 acknowledges and agrees that the alterations and/or variations to the provisions of the Original LOA are made in accordance with the provisions of the Original LOA; 7.1.2 provides its prior written consent to the alterations and/or variations to the provisions of the Original LOA; and 7.1.3 acknowledges and agrees that the obligations and liabilities of GLNG under the GLNG Guarantee shall continue unaffected on and from the 2024 Amendment Deed Effective Date. 7.2 KM Guarantee For the purposes of clause 7 (Amendment to the Agreement) of the KM Guarantee and, to the extent that the amendments to the Original LOA pursuant to paragraph 3 (Amendments) above give rise to any alterations and/or variations to the provisions of the Original LOA which may affect the obligations of KM under the KM Guarantee, KM: 7.2.1 acknowledges and agrees that the alterations and/or variations to the provisions of the Original LOA are made in accordance with the provisions of the Original LOA; 7.2.2 provides its prior written consent to the alterations and/or variations to the provisions of the Original LOA; and 7.2.3 acknowledges and agrees that the obligations and liabilities of KM under the KM Guarantee shall continue unaffected on and from the 2024 Amendment Deed Effective Date. 8. GENERAL LEGAL PROVISIONS 8.1 Governing Law This 2024 Amendment Deed, and any dispute or Claims arising out of or in connection with it, or its subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual disputes or Claims) shall be governed by and construed in accordance with the laws of England and Wales. 8.2 Entire Agreement 8.2.1 Each Signatory agrees on behalf of itself that this 2024 Amendment Deed: (A) constitutes the whole agreement in relation to the amendments, waivers, confirmations and acknowledgements hereunder, and supersedes any previous agreement between the Signatories in relation to the same; and (B) to the extent permitted by law, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing. 8.2.2 Each Signatory agrees that this 2024 Amendment Deed is made on the basis that no Signatory has been induced to enter into this 2024 Amendment Deed by, nor has relied on, nor been given, any statement, representation, warranty, assurance, covenant, indemnity, undertaking, commitment, acknowledgement, confirmation or waiver ("Representation") which is not expressly set out in this 2024 Amendment Deed. 8.2.3 Each Signatory agrees that its only right of action in relation to any:

Execution Version Legally privileged and confidential GBR01/116379333_2 7 (A) innocent or negligent Representation set out in this 2024 Amendment Deed or given in connection with this 2024 Amendment Deed shall be for breach of contract, and damages shall be the only remedy; and (B) fraudulent Representation set out in this 2024 Amendment Deed or given in connection with this 2024 Amendment Deed shall be for breach of contract, and damages and recission shall be the only remedies. 8.2.4 All other rights and remedies in relation to any such Representation (including those in tort or arising under statute) are excluded. 8.3 Costs Subject to clause 4.2 (Costs) of the Settlement Deed, each Signatory shall bear its own costs and expenses incurred in connection with the negotiation and preparation of this 2024 Amendment Deed and any other documents referred to in this 2024 Amendment Deed and any other documents which are ancillary or incidental to it. 8.4 Further assurance Each Signatory shall, after execution of this 2024 Amendment Deed, as soon as reasonably practicable, execute all such deeds and documents and do all such things as the other Signatories may reasonably require for perfecting the transactions intended to be effected under, or pursuant to, this 2024 Amendment Deed and for giving the other Signatories the full benefit of the provisions of this 2024 Amendment Deed. 8.5 Provisions incorporated by reference Clauses 24 (Dispute Resolution), 25 (Waiver of Immunity), 26 (Confidentiality), 29 (Notices), 30.4 (Severance of Invalid Provisions), 30.5 (Rights of Third Parties) (excluding limbs (b) and (c) of Clause 30.5), 30.7 (Counterparts), 30.9 (Amendments), Clause 31 (Business Principles), 32 (Digital Security), 33 (Human Rights) and 34 (Agency) of the Original LOA shall apply to this 2024 Amendment Deed as if: 8.5.1 expressly set out in full in this 2024 Amendment Deed; and 8.5.2 references in those Clauses to "this Agreement" were references to this 2024 Amendment Deed. IN WITNESS WHEREOF this 2024 Amendment Deed has been executed and delivered as a deed on the date first above written.

Execution Version Legally privileged and confidential GBR01/116379333_2 8 EXECUTED and delivered as a DEED by GIMI MS CORPORATION acting by: ……………………………………. Name: Erik Stavseth Title: Director In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Erik Stavseth /s/ Pernille Noraas Pernille Noraas Head of Legal [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 9 EXECUTED and delivered as a DEED by GOLAR MS OPERATOR S.A.R.L. acting by: ……………………………………. Name: Teddy Teisrud Title: General Manager In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Teddy Teisrud /s/ Pernille Noraas Pernille Noraas Head of Legal [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 10 EXECUTED and delivered as a DEED by BP MAURITANIA INVESTMENTS LIMITED acting by: ……………………………………. Name: Dave Campbell Title: Director In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Dave Campbell /s/ Sarah Ann Campbell Sarah Ann Campbell Teacher [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 11 EXECUTED and delivered as a DEED by GOLAR LNG LIMITED acting by: ……………………………………. Name: Tor Olav Troim Title: Chairman In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Tor Olav Troim /s/ Karl Fredrik Staubo Karl Fredrik Staubo CEO, Golar LNG [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 12 EXECUTED and delivered as a DEED by KEPPEL MANAGEMENT LTD. acting by: ……………………………………. Name: Christina Tan Title: Director In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Christina Tan /s/ Sharon Tay Sharon Tay Fund Management & Investment [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 13 EXECUTED and delivered as a DEED by BP EXPLORATION OPERATING COMPANY LIMITED acting by: ……………………………………. Name: Doris Reiter Title: Director In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Doris Reiter /s/ Ella Hunt Ella Hunt Business Advisor [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 14 EXECUTED and delivered as a DEED by KOSMOS ENERGY LIMITED acting by: ……………………………………. Name: Todd Niebruegge Title: SVP In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Todd Niebruegge /s/ Jonas Niebruegge Jonas Niebruegge Student [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 15 EXECUTED and delivered as a DEED by BP SENEGAL INVESTMENTS LIMITED acting by: ……………………………………. Name: Dave Campbell Title: Director In the presence of: Witness's Signature: ……………………………………. Name: ……………………………………. Occupation: ……………………………………. Address: ……………………………………. ……………………………………. /s/ Erik Stavseth /s/ Sarah Ann Campbell Sarah Ann Campbell Teacher [*****]

Execution Version Legally privileged and confidential GBR01/116379333_2 16 SCHEDULE 1 AMENDMENTS TO THE ORIGINAL LOA 1. PRE-COD PAYMENTS 1.1 Clause 1.1 (Definitions) of the Original LOA shall be amended by including the following definitions in the appropriate alphabetical position: ""2024 Amendment Deed" means the amendment deed to amend this Agreement entered into between the Parties (among others) on or around 2024. "4 LNG Trains Capacity Payment Date" shall have the meaning given in Clause 13.13(c) (Bonus Milestone Payments). "Accelerated Commissioning" means conducting commissioning and testing works of the FLNG Facility using the Accelerated Commissioning Feed Gas delivered by the Lessee from the Accelerated Commissioning LNG Carrier via the LNG Hub Facilities, in advance of the GTA Field Feed Gas being produced from the GTA Project. "Accelerated Commissioning Commencement Date" means the first date on which Accelerated Commissioning Feed Gas produced from an alternative source other than the Unit Area is introduced into the LNG Hub Facilities, as notified to the Owner by the Lessee. "Accelerated Commissioning Feed Gas" means hydrocarbons delivered from the Accelerated Commissioning LNG Carrier to the FLNG Facility, either in a gaseous or liquid state, for the purpose of Accelerated Commissioning. "Accelerated Commissioning Interface Studies" means studies to ensure that carrying out the Accelerated Commissioning shall only give rise to reasonably acceptable risk in respect of the technical, structural or operational integrity of the LNG Hub Facilities and/or the FLNG Facility, and as such the basis of design for both facilities is robust. "Accelerated Commissioning LNG Carrier" means the carrier transporting approximately 170,000m3 of LNG, or as otherwise agreed between the Lessee and the Owner, that arrives at the LNG Hub Facilities for the purposes of effecting Accelerated Commissioning. "Accelerated Commissioning LNG Production" means the quantity of LNG run-down into the FLNG Facility's tanks (net of flash gas and boil-off) produced from Accelerated Commissioning Feed Gas delivered pursuant to this Agreement. "Accelerated Commissioning Period" shall mean the period commencing on the Accelerated Commissioning Trigger Date and ending on termination of the Accelerated Commissioning pursuant to paragraph 6 of Schedule 29 (Accelerated Commissioning). "Accelerated Commissioning Protocol" shall have the meaning given in paragraph 2 of Schedule 29 (Accelerated Commissioning). "Accelerated Commissioning Rate" shall have the meaning given in Clause 13.12(a)(iii) (Pre-COD Rate). "Accelerated Commissioning Scope of Work" means the scope of work to be conducted by the Owner and the Lessee as set out in the Accelerated Commissioning Protocol. "Accelerated Commissioning Study Reports" means the study reports to be delivered pursuant to paragraphs 3.1 and 3.2 of Schedule 29 (Accelerated Commissioning). "Accelerated Commissioning Technical Feasibility Study" means studies to determine the technical feasibility of conducting Accelerated Commissioning. "Accelerated Commissioning Trigger Date" means the first date on which all of the following conditions have been satisfied or, where the Lessee and the Owner so agree, waived: (1) completion of the activities agreed to be undertaken before the Accelerated Commissioning Trigger Date pursuant to paragraph 3.3 of Schedule 29 (Accelerated Commissioning); (2) completion of any outstanding actions identified in the findings of the Pre-Start Up Technical Review pursuant to paragraph 4.2.1 of Schedule 29 (Accelerated Commissioning); (3) Lessee notification under paragraph 4.2.3 of Schedule 29 (Accelerated

Execution Version Legally privileged and confidential GBR01/116379333_2 17 Commissioning) to the effect that the Lessee wishes to implement Accelerated Commissioning; and (4) the date that the Accelerated Commissioning Protocol has been agreed pursuant to paragraph 2 of Schedule 29 (Accelerated Commissioning). "Bonus Milestone Payment" shall have the meaning given in Clause 13.13 (Bonus Milestone Payments). "Commissioning Rate" shall have the meaning given in Clause 13.12(a)(iv) (Pre-COD Rate). "Commissioning Rate Payment Commencement Date" shall have the meaning given in Clause 13.12(a)(iv) (Pre-COD Rate). "Commissioning Rate Requirements" shall have the meaning given in Clause 13.12(d) (Pre-COD Rate). "Commissioning Start Backstop Date" means [*****], as such date may be deferred pursuant to Clause 13.12(c) (Pre-COD Rate). "Connection Backstop Date" means [*****], as such date may be deferred pursuant to Clause 13.12(b) (Pre-COD Rate). "Connection Rate" shall have the meaning given in Clause 13.12(a)(ii) (Pre-COD Rate). "Connection Rate Payment Commencement Date" shall have the meaning given in Clause 13.12(a)(ii) (Pre-COD Rate). "First LNG Cargo Payment Cut-off Date" shall have the meaning given in Clause 13.13(b) (Bonus Milestone Payments). "FLNG Project Schedule Level 1" means the Owner's current schedule for the installation and commissioning of the FLNG Facility. "GTA Field Feed Gas" means Feed Gas produced from within the Unit Area. "Non-Satisfaction Period" shall have the meaning given in Clause 13.12(d) (Pre-COD Rate). "Original LOA" means the lease and operate agreement between the Owner and the Lessee relating to a FLNG facility for the Greater Tortue/Ahmeyim gas field offshore of Mauritania and Senegal, acceded to on 7 August 2019 by the Operator, and as subsequently amended and restated pursuant to a deed of amendment and restatement on 3 September 2021. "Pre-Commissioning Billing Period" means the period beginning at 00.00 hours on the first (1st) Day of any calendar month and ending at 24.00 hours on the last Day of that calendar month, provided that: (a) the first Pre-Commissioning Billing Period shall begin at [*****] in which the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed) has occurred; and (b) the final Pre-Commissioning Billing Period shall begin at [*****] on the Day immediately preceding the Commissioning Start Date. "Pre-Commissioning Start Date Cap" shall have the meaning given in Clause 13.14 (Limitation on certain Payments prior to Commissioning Start Date). "Pre-Connection Rate" shall have the meaning given in Clause 13.12(a)(i) (Pre-COD Rate). "Pre-Start Up Technical Review" means the pre-start up review contained in Appendix 4 of Schedule 5 (Design, Build and Operational Readiness Requirements) of the LOA. "Settlement Deed" has the meaning given in the 2024 Amendment Deed." 1.2 In Clause 1.1 (Definitions) of the Original LOA, the following definitions shall be deleted and replaced with the following: ""Core Work" means the design, engineering, conversion, construction, procurement, fabrication, pre-commissioning, classification, transit, mooring, installation and connection to

Execution Version Legally privileged and confidential GBR01/116379333_2 18 the Feed Gas supply pipeline at the Feed Gas Receipt Point, testing, commissioning, Accelerated Commissioning (subject to election of the Accelerated Commissioning pursuant to paragraphs 4.1 and 4.2.3 of Schedule 29 (Accelerated Commissioning)), operations readiness and, at the end of the Lease Period, demobilisation of the FLNG Facility and for the purposes of this Agreement shall include the PA Work even if the same work or activity was performed by or on behalf of GLNG under the Preliminary Agreement. "Feed Gas" means Natural Gas delivered to the FLNG Facility at the Feed Gas Receipt Point, not including Accelerated Commissioning Feed Gas." 1.3 Clause 7.9(d) (Target connection date) of the Original LOA shall be deleted and replaced with the following: "(d) The Owner shall notify the Lessee of the date when the FLNG Facility is ready to be moored at the LNG Hub Facilities and securely interconnected to the Lessee's Feed Gas pipeline at the Feed Gas Receipt Point in accordance with the Interface Protocol (the date when the FLNG Facility is ready to be moored at the LNG Hub Facilities and securely interconnected to the Lessee's Feed Gas pipeline at the Feed Gas Receipt Point shall be the "Ready for Connection Date"). The Parties hereby acknowledge that the Ready for Connection Date was achieved on a date occurring [*****]." 1.4 Clause 13 (Dayrate) of the Original LOA shall be amended by including the following as new Clauses 13.12 (Pre-COD Rate), 13.13 (Bonus Milestone Payments), 13.14 (Limitation on certain Payments prior to the Commissioning Start Date) and 13.15 (Limitation on Claims) immediately after Clause 13.11 (Emissions and HSSE Performance): "13.12 Pre-COD Rate (a) A rate shall be payable to the Owner by the Lessee for each Day pursuant to the following payment schedule: (i) commencing on [*****] and concluding on (but including) the day immediately preceding the Connection Rate Payment Commencement Date, [*****] ("Pre-Connection Rate"); (ii) subject to paragraph (b) below, commencing on the earlier of (i) the Connection Date and (ii) the Connection Backstop Date ("Connection Rate Payment Commencement Date") and concluding on (but including) the Day immediately preceding the earlier of (x) the Accelerated Commissioning Commencement Date (subject to election of the Accelerated Commissioning pursuant to paragraphs 4.1 and 4.2.3 of Schedule 29 (Accelerated Commissioning)) and (y) the Commissioning Rate Payment Commencement Date, [*****] ("Connection Rate"); (iii) commencing on the Accelerated Commissioning Commencement Date (subject to election of the Accelerated Commissioning pursuant to paragraphs 4.1 and 4.2.3 of Schedule 29 (Accelerated Commissioning)) and concluding on (but including) the Day immediately preceding the Commissioning Rate Payment Commencement Date, [*****] ("Accelerated Commissioning Rate"); and (iv) subject to paragraphs (c) and (d) below, commencing on the earlier of Commissioning Start Date or Commissioning Start Backstop Date ("Commissioning Rate Payment Commencement Date") and concluding on (but including) the Day immediately preceding the first Day of the Lease Period, [*****] ("Commissioning Rate"). (b) In respect of the Connection Rate, the Connection Backstop Date shall be deferred on a day for day basis if immediately prior to such date and for so long as:

Execution Version Legally privileged and confidential GBR01/116379333_2 19 (i) the Lessee has satisfied all Minimum Requirements for each item which the Lessee is responsible for, as well as the Lessee’s portion of any joint Lessee/Owner entry to the Lessee’s Operating Boundary Minimum Requirements set out in the checklist entitled ‘FLNG Facility Entry to Lessee’s Operating Boundary – Minimum Requirements' which was developed and populated by the Parties in the joint sessions in [*****]; and (ii) the FLNG Facility fails to comply with the requirements of the relevant Classification Society and any applicable laws of the Flag State, in each case in effect at the relevant time, always provided that (1) if the Lessee is of the view that the Owner or the Owner Group has failed to meet their requirements specified in sub-Clause 13.12(b)(ii), as a pre-condition for the Connection Backstop Date to be deferred, the Lessee must promptly (and in any event no later than five (5) Business Days following receipt of Owner’s invoice), and comprehensively detail in writing the requirements not met, the grounds on which it states such requirements are not met, and what, in its reasonable opinion, the Owner must do in order to meet such requirements; and (2) any dispute as to whether any technical requirements are being met or not with respect to sub-Clauses 13.12(b)(i) and (ii) above shall be determined and resolved by a Hold-point Expert pursuant to Clause 7.4 (Hold-points). (c) In respect of the Commissioning Rate, the Commissioning Start Backstop Date shall be deferred on a day for day basis if immediately prior to such date and for so long as: (i) the Lessee has met its requirements under this Agreement for the Commissioning Start Date pursuant to Clause 7.10(a) and (d) (Commissioning Start Date), including approved Variation Order Proposal No. 021 Rev 2 and Variation Order 029 and all matters under the Pre-Start Up Technical Review for which the Lessee is responsible including any interface responsibilities; and (ii) the Owner has failed to meet the requirements of the Pre-Start Up Technical Review for which it is responsible under this Agreement, always provided that (1) if the Lessee is of the view that the Owner has failed to meet the requirements of the Pre-Start Up Technical Review for which it is responsible under this Agreement, as a pre-condition for the Commissioning Start Backstop Date to be deferred, the Lessee must promptly (and in any event no later than five (5) Business Days following receipt of Owner’s invoice), and comprehensively detail in writing the requirements not met, the grounds on which it states such requirements are not met, and what, in its reasonable opinion, the Owner must do in order to meet such requirements; and (2) any dispute as to whether any technical requirements are being met or not with respect to sub-Clauses 13.12(c)(i) and (ii) above shall be determined and resolved by a Hold-point Expert pursuant to Clause 7.4 (Hold-points). (d) Where the Commissioning Rate is payable to the Owner pursuant to Clause 13.12(a)(iv) (Pre-COD Rate) in respect of any period prior to the Commissioning Start Date, the Lessee shall only be required to pay the Commissioning Rate in respect of such period if the Owner continues to maintain in all material respects the systems of the FLNG Facility as set out in the Pre-Start Up Technical Review to the extent necessary for the FLNG Facility to safely receive Natural Gas on reasonable notice by the Lessee of delivery of such Natural Gas to the FLNG Facility (the "Commissioning Rate Requirements"), and where the Commissioning Rate Requirements are not satisfied during such period (such period of

Execution Version Legally privileged and confidential GBR01/116379333_2 20 non-satisfaction being the "Non-Satisfaction Period") the Lessee shall pay the Connection Rate pursuant to Clause 13.12(a)(ii) (Pre-COD Rate) from the date that it is agreed in writing with the Owner that the Non- Satisfaction Period has commenced (or, failing agreement, the date of commencement of the Non-Satisfaction Period as determined by a Hold- point Expert pursuant to Clause 7.4 (Hold-points)), until such time as the Commissioning Rate Requirements are satisfied as notified by the Owner to the Lessee in writing, and from the later of the Commissioning Rate Requirements being satisfied and the Lessee receiving the aforementioned notice, the Lessee shall be required to pay the Commissioning Rate in accordance with Clause 13.12(a)(iv) (Pre-COD Rate). For the avoidance of doubt, if there is a further Non-Satisfaction Period prior to the Commissioning Start Date, the Lessee shall pay the Connection Rate in respect of such Non-Satisfaction Period pursuant to Clause 13.12(a)(ii) (Pre-COD Rate) and in accordance with this Clause 13.12(d) (Pre-COD Rate). Any dispute as to whether the Commissioning Rate Requirements are being met or not shall be determined and resolved by a Hold-point Expert pursuant to Clause 7.4 (Hold-points). 13.13 Bonus Milestone Payments A one-time lump-sum payment in each of the following amounts (each a "Bonus Milestone Payment") shall be payable by the Lessee to the Owner if its respective condition has been satisfied: [*****] 13.14 Limitation on certain Payments prior to the Commissioning Start Date The aggregate total of the Pre-Connection Rate, the Connection Rate, the Accelerated Commissioning Rate (if applicable), the Commissioning Rate payable in respect of the period prior to the Commissioning Start Date and the Bonus Milestone Payments which (i) have been paid and (ii) become payable by the Lessee under this Agreement prior to the Commissioning Start Date shall not exceed [*****] (the "Pre-Commissioning Start Date Cap"), and the Lessee shall not be required to make any payment in respect of the same for any reason whatsoever pursuant to this Agreement to the extent that as a result of such payment the Pre-Commissioning Start Date Cap will be exceeded. For the avoidance of doubt, for the purpose of calculating whether the Pre-Commissioning Start Date Cap has been exceeded, the sums paid under Clauses 13.12 (Pre-COD Rate) (excluding the period after the Commissioning Start Date) and 13.13 (Bonus Milestone Payments) shall be aggregated. 13.15 Limitation on Claims Without prejudice to the application of clause 2 (Settlement, Release and Agreement Not to Sue) of the Settlement Deed and paragraph 5 (Waivers and Acknowledgements) of the 2024 Amendment Deed, the Owner and the Operator shall not be entitled to receive any (i) remuneration in respect of the Work, (ii) performance related bonus or (iii) costs incurred in the provision of the Work, each in respect of the period up to the Commercial Operations Date, except: (a) to the extent arising in connection with any and all: (i) Variation Costs resulting from a Variation pursuant to Clause 6 (Variations); (ii) payments under the Work Programme and Budget pursuant to Clauses 9.5(l)(iv) and (v) (Work Programme and Budget); and (iii) payments pursuant to Clause 17.4 (Requisition of FLNG Facility); (b) as set out in Clauses 13.12 (Pre-COD Rate) and 13.13 (Bonus Milestone Payments); and

Execution Version Legally privileged and confidential GBR01/116379333_2 21 (c) as otherwise agreed by the Parties." 1.5 Clause 14.1(b) of the Original LOA shall be deleted and replaced with the following: "(b) Invoices prepared under Clause 14.1(a) (Dayrate Invoices), Clause 14.1A (Pre-Commissioning Rate Invoices) and Clause 14.4 (Other Amounts) shall be prepared in accordance with the Accounting Protocol." 1.6 Clause 14 (Invoicing) of the Original LOA shall be amended by including the following Clause 14.1A (Pre-Commissioning Rate Invoices) immediately prior to Clause 14.2 (Payment) of the Original LOA: "14.1A Pre-Commissioning Rate Invoices Within five (5) Business Days after the end of each Pre-Commissioning Billing Period, the Owner shall submit to the Lessee an invoice setting out: (a) the amount to be paid by the Lessee to the Owner in respect of the Pre- Commissioning Billing Period for which the invoice is submitted in accordance with Clause 13.12 (Pre-COD Rate); and (b) the basis for the calculation of the amount to be paid by the Lessee to the Owner in respect of the Pre-Commissioning Billing Period for which the invoice is submitted together with sufficient supporting documentation to enable the Lessee to verify the amounts due." 1.7 Clause 14.2(a) (Payment) of the Original LOA shall be deleted and replaced with the following: "(a) Subject to this Clause 14.2 (Payment), Clause 14.3 (Incomplete Invoices), Clause 14.5 (Disputed Invoices), Clause 14.7(b) (Audit, Records and Financial Reporting), Clause 17.6(c) (Liens) and Clauses 22.2(b), 22.2(f) and 22.2(k) (General Taxes), each Party shall pay the full amount due to any other Party, without reduction or offset for exchange charges or bank transfer charges, as set out in each invoice issued by that other Party under Clause 14.1 (Dayrate Invoices), Clause 14.1A (Pre-Commissioning Rate Invoices) or Clause 14.4 (Other Amounts) within thirty (30) Days after the date of receipt of such invoice." 1.8 Clause 14.3 (Incomplete Invoices) of the Original LOA shall be deleted and replaced with the following: "14.3 Incomplete Invoices Invoices shall only be considered valid for payment if prepared and submitted with sufficient supporting documentation in accordance with this Clause 14 (Invoicing). If an invoice issued pursuant to Clause 14.1 (Dayrate Invoices), Clause 14.1A (Pre- Commissioning Rate Invoices) or Clause 14.4 (Other Amounts) contains obvious errors in computations or is incomplete (including with respect to sufficient supporting documentation), the receiving Party shall endeavour to return such invoice to the issuing Party within fifteen (15) Days of receipt and the issuing Party shall issue an amended invoice. Payment of an amended invoice shall be made within thirty (30) Days after the date of receipt of such amended invoice. Where the receiving Party has not returned an invoice in accordance with this Clause 14.3 (Incomplete Invoices) the invoice shall be payable in accordance with Clause 14.2(a) (Payment)." 1.9 Clause 14.4(a) of the Original LOA shall be amended by: 1.9.1 in paragraph (v), replacing the words "; or" with a semicolon; 1.9.2 in paragraph (vi), replacing the full stop with the words "; or"; and 1.9.3 including the following as Clause 14.4(a)(vii) (Other Amounts):

Execution Version Legally privileged and confidential GBR01/116379333_2 22 "(vii) an amount is payable by the Lessee to the Owner pursuant to Clause 13.13 (Bonus Milestone Payments), the Owner shall submit to the Lessee an invoice setting out: (A) the amount to be paid by the Lessee to the Owner as determined in accordance with Clause 13.13 (Bonus Milestone Payments); and (B) the basis for the calculation of the amount to be paid by the Lessee to the Owner in respect of such milestone for which the invoice is submitted together with reasonably sufficient supporting documentation to enable the Lessee to verify the amounts due." 1.10 Clause 14.4(c) (Other Amounts) of the Original LOA shall be deleted and replaced with the following: "(c) If any other amounts are due from one Party to another Party, other than those amounts set out in an invoice issued pursuant to Clause 14.1 (Dayrate Invoices), Clause 14.1A (Pre-Commissioning Rate Invoices) or 14.4(a) (Other Amounts), then the Party to whom amounts are owed shall promptly, and in any event within ten (10) Business Days after the amount becomes due, issue an invoice setting out the amount to be paid by the other Party, together with sufficient supporting documentation." 2. OTHER CONSEQUENTIAL AMENDMENTS 2.1 In Clause 1.1 (Definitions) of the Original LOA, the following definitions shall be deleted in their entirety: 2.1.1 "Bullet Payment"; 2.1.2 "Bullet Reimbursement"; 2.1.3 "Bullet Reimbursement Date"; 2.1.4 "Daily LDs"; 2.1.5 "Incentive Payment"; 2.1.6 "Liquidated Damages Liability Cap"; 2.1.7 "Production Bank"; 2.1.8 "Project Delay Event"; 2.1.9 "Project Delay Event Extension Day"; 2.1.10 "Project Delay Event Extension Dayrate"; 2.1.11 "Project Delay Payment"; 2.1.12 "Project Delay Payment Reimbursement"; 2.1.13 "Project Delay Reimbursement Date"; 2.1.14 "Project Delay Start Date"; 2.1.15 "Retained Bullet Payment"; 2.1.16 "Retained Project Delay Amount"; 2.1.17 "Standby Dayrate"; and 2.1.18 "Standby Dayrate Liability Cap".

Execution Version Legally privileged and confidential GBR01/116379333_2 23 2.2 Clause 7.4(e)(ii)(D) (Hold-points) of the Original LOA shall be deleted in its entirety. 2.3 Clauses 7.8(a), (b) and (c) (Project Schedule) of the Original LOA shall be deleted and replaced with the following: (a) The schedule for design, engineering, construction, installation, connection, commissioning and start-up of the GTA Project is the most recent Integrated Project Schedule Level 1 provided by Lessee to Owner as at the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed). Such schedule shall replace the schedule set out in Schedule 4 (Integrated Project Schedule Level 1) ("Project Schedule") from the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed). (b) Having regard to the views of the Owner and the Operator, the Lessee may, from time to time, amend the Project Schedule. The Lessee shall, at regular intervals and at least every two (2) weeks following the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed), provide to the Owner a copy of the Project Schedule, which shall include any revisions made thereto pursuant to this sub-Clause (b). (c) The Owner and the Operator shall accommodate changes to the Project Schedule notified to them by the Lessee, and shall, at regular intervals and at least every two (2) weeks following the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed), provide to the Lessee a copy of the FLNG Project Schedule Level 1. 2.4 Clause 7.9(e) (Target Connection Date) of the Original LOA shall be deleted in its entirety. 2.5 Clauses 7.11(a) to (c) (inclusive) (Ready for Connection and Commissioning Start Dates) of the Original LOA shall be deleted in their entirety. 2.6 Clauses 7.12(d) and (f) (Commissioning Period) of the Original LOA shall be deleted in their entirety. 2.7 Clause 7.13(e) (Acceptance Testing) of the Original LOA shall be deleted in its entirety. 2.8 Clause 7.15 (Daily LDs) of the Original LOA shall be deleted in its entirety. 2.9 Clause 7.16 (Standby Dayrate) of the Original LOA shall be deleted in its entirety. 2.10 Clause 7.17 (Bullet Payment) of the Original LOA shall be deleted in its entirety. 2.11 Clause 7.18 (Liquidated Damages and Standby Dayrate Liability Cap) of the Original LOA shall be deleted in its entirety. 2.12 In Clause 8.3 (Additional Term) of the Original LOA: 2.12.1 Paragraph (a)(iii) shall be amended to delete "that does not give rise to a Project Delay Event"; 2.12.2 Paragraph (a)(iv) shall be deleted in its entirety; 2.12.3 Paragraph (b)(i)(A) shall be amended to delete ", the Project Delay Event Extension Days"; 2.12.4 Paragraph (c)(i)(A)(4) shall be deleted in its entirety; 2.12.5 Paragraph (d)(v) shall be amended to delete "that did not give rise to a Project Delay Event"; and 2.12.6 Paragraphs (d)(vii) and (d)(viii) shall be deleted in their entirety. 2.13 Clause 13.7(a) (Mobilisation and Demobilisation) of the Original LOA shall be deleted in its entirety and replaced with the following: "(a) as included in the rate payable under Clause 13.12 (Pre-COD Rate); and".

Execution Version Legally privileged and confidential GBR01/116379333_2 24 2.14 Clause 14.1(a)(ii)(A) (Dayrate Invoices) of the Original LOA shall be deleted in its entirety and replaced with the following: "(A) without double counting with the amounts payable under, and without prejudice to, Clause 14.1A (Pre-Commissioning Rate Invoices), for each Billing Period prior to the Commercial Operations Date, the amount determined in accordance with Clause 13.12(a)(iv) (Pre-COD Rate);" 2.15 Clauses 14.4(a)(i) and (ii) (Other Amounts) of the Original LOA shall be deleted in their entirety. 2.16 Clause 14.4(b) (Other Amounts) of the Original LOA shall be deleted in its entirety. 2.17 Clause 15.2(g)(ii)(B) (Force Majeure) of the Original LOA shall be deleted in its entirety and replaced with the following: "(B) [*****] in which amounts determined in accordance with Clause 13.12 (Pre-COD Rate) have accrued during any period of FM Event prior to the Commercial Operations Date,". 2.18 Clause 15.5 (Prolonged Project Delay FM) of the Original LOA shall be deleted in its entirety. 2.19 Clause 17.4(a)(i) (Requisition of FLNG Facility) of the Original LOA shall be amended by replacing the words "Clause 7.12(d) (Commissioning Period)" with "Clause 13.12(a)(i), (ii), (iii) and (iv) (Pre-COD Rate), and the Lessee will not be required to make payments pursuant to Clause 13.13 (Bonus Milestone Payments)". 2.20 Clause 23.1(a) (Suspension by Lessee) of the Original LOA shall be deleted and replaced with the following: "(a) if notice of Suspension for Convenience is given during the Commissioning Period, the Lessee shall pay to the Owner compensation in accordance with Clause 13.12(a)(iv) (Pre-COD Rate); or". 2.21 Clause 23.2(e) (Termination by the Lessee) of the Original LOA shall be deleted in its entirety. 2.22 Clause 23.4(c) (Termination by the Owner) of the Original LOA shall be deleted and replaced with the following: "(c) the total amount of the Pre-Connection Rate, the Connection Rate, the Accelerated Commissioning Rate (if applicable), the Commissioning Rate in respect of the period prior to the Commissioning Start Date that has been paid to the Owner and/or is due and payable to the Owner, and the Bonus Milestone Payments which (i) have been paid and (ii) become payable by the Lessee under this Agreement prior to the Commissioning Start Date, is equal to or greater than the Pre-Commissioning Start Date Cap, provided that such right of termination shall only be exercisable for a [*****] following the date that the Pre-Commissioning Start Date Cap is first reached;". 2.23 In Clause 23.8 (Consequences of Termination) of the Original LOA: 2.23.1 paragraph 23.8(a)(i)(A) (Consequences of Termination) shall be deleted in its entirety and replaced with the following: "(A) if the Agreement is validly terminated prior to the Commercial Operations Date: (1) the sum of [*****] paid by the Owner to the Lessee as Delay Amounts (as defined in the 2024 Amendment Deed) in respect of the period prior to [*****]; (2) any sums already paid by the Owner to the Lessee by virtue of the set off arrangement pursuant to paragraph 5.3.1(F) of the 2024 Amendment Deed; and

Execution Version Legally privileged and confidential GBR01/116379333_2 25 (3) amounts already paid by the Owner Credit Support Provider(s) and the Owner SBLC Issuer(s) (provided that if the Owner Credit Support has been previously replenished pursuant to Clauses 18.2(d) or 18.2(f) (Owner Credit Support), such reduction shall only be for the amounts already paid by the Owner Credit Support Provider(s) and the Owner SBLC Issuer(s) from the date of the immediately prior replenishment), at the point in time of termination; or" 2.23.2 paragraph 23.8(a)(i)(B) (Consequences of Termination) shall be deleted in its entirety and replaced with the following: "(B) if the Agreement is validly terminated on or after the Commercial Operations Date: (1) the sum of [*****] paid by the Owner to the Lessee as Delay Amounts (as defined in the 2024 Amendment Deed) in respect of the period prior to [*****]; (2) any sums paid by the Owner to the Lessee by virtue of the set off arrangement pursuant to paragraph 5.3.1(F) of the 2024 Amendment Deed; and (3) amounts paid by the Owner Credit Support Provider(s) and the Owner SBLC Issuer(s) (provided that if the Owner Credit Support has been previously replenished pursuant to Clauses 18.2(d) or 18.2(f) (Owner Credit Support), such reduction shall only be for the amounts already paid by the Owner Credit Support Provider(s) and the Owner SBLC Issuer(s) from the date of the immediately prior replenishment), on and from the Commercial Operations Date until the point in time of termination, " 2.23.3 paragraph 23.8(b)(i)(A)(1) shall be deleted in its entirety and replaced with the following: "(1) the aggregate of all amounts determined in accordance with Clause 13.12 (Pre-COD Rate) which have accrued in respect of: (aa) the Pre-Connection Rate and Connection Rate; (bb) the Accelerated Commissioning Rate but only in respect of any Day for which Accelerated Commissioning Rate is payable in any period after the Accelerated Commissioning Period has ended but the Commissioning Rate Payment Commencement Date has not occurred less [*****]; and (cc) the Commissioning Rate but only in respect of any Day for which Commissioning Rate is payable in any period commencing on Commissioning Start Backstop Date and concluding on (but including) the Day immediately preceding the Commissioning Start Date less [*****]; and" 2.23.4 paragraph 23.8(b)(i)(B)(1) shall be deleted in its entirety; and 2.23.5 paragraph 23.8(b)(i)(B)(2) shall be deleted in its entirety and replaced with the following: "(2) the aggregate of all amounts determined in accordance with Clause 13.12 (Pre-COD Rate) which have accrued in respect of: (aa) the Pre-Connection Rate and Connection Rate; (bb) the Accelerated Commissioning Rate but only in respect of any Day for which Accelerated Commissioning Rate is

Execution Version Legally privileged and confidential GBR01/116379333_2 26 payable in any period after the Accelerated Commissioning Period has ended but the Commissioning Rate Payment Commencement Date has not occurred less [*****]; and (cc) the Commissioning Rate but only in respect of any Day for which Commissioning Rate is payable in any period commencing on Commissioning Start Backstop Date and concluding on (but including) the Day immediately preceding the Commissioning Start Date less [*****]; and". 2.24 Clause 30.6 (Waiver) of the Original LOA shall be deleted in its entirety and replaced with the following: "30.6 Waiver Subject to the terms of 2024 Amendment Deed, none of the terms and conditions of this Agreement shall be considered to be waived by the Lessee, the Operator or the Owner unless a waiver is given in writing by one Party to the others. No failure or delay on the part of a Party to enforce any of the terms and conditions of this Agreement shall constitute a waiver of such terms. No failure or delay on the part of a Party to exercise a right to terminate this Agreement pursuant to Clause 23 (Suspension and Termination) shall constitute a waiver or release of such right, which shall be continuing." 2.25 Clause 30.11 (Surviving Obligations) of the Original LOA shall be amended to remove references to "7.18(a) and 7.18(b) (Liquidated Damages and Standby Dayrate Liability Cap),". 2.26 Paragraph 1.1(a)(i) of Schedule 22 (Bare Boat Charter) of the Original LOA shall be amended to delete the words "23.2(e),". 2.27 Schedule 4 (Project Schedule) shall be amended to rename the Schedule as follows: "Integrated Project Schedule Level 1". 3. SAND FILTRATION AND LNG RECIRCULATION 3.1 In Clause 1.1 (Definitions) of the Original LOA, the following definition shall be deleted and replaced with the following: ""Base Capacity" means the base capacity of the FLNG Facility for each Day, being [*****], as may be adjusted in accordance with Clause 12.5 (Adjustment of Base Capacity). "First Base Capacity Adjustment" shall have the meaning given in Clause 12.5(a)(iii) (Adjustment of Base Capacity). "Subsequent Base Capacity Adjustment" shall have the meaning given in Clause 12.5(a)(iv) (Adjustment of Base Capacity)." 3.2 Clause 1.1 (Definitions) of the Original LOA shall be amended by including the following definitions in the appropriate alphabetical position: ""Sand Filter Maintenance Allowance" shall have the meaning given in Clause 9.3(a) (Scheduled Maintenance). "Sand Maintenance Days" shall have the meaning given in Clause 9.3(a) (Scheduled Maintenance)." 3.3 Clause 6 (Variations) of the Original LOA shall be amended by including the following as a new sub-clause 6.7(f) (Variation Order) immediately after sub-clause 6.7(e) (Variation Order) as follows: "(f) As a result of the Variation Order Proposals set out in Schedule 30 (Variations relating to LNG Recirculation and Sand Filtration) the Parties have agreed to apply a [*****] to the Nameplate Capacity to the effect that all references to Nameplate Capacity in this Agreement shall be deemed references to the Nameplate Capacity as multiplied by such constant. The Parties acknowledge and agree that from the 2024 Amendment Deed Effective Date (as defined in the 2024 Amendment Deed)

Execution Version Legally privileged and confidential GBR01/116379333_2 27 no other adjustment to the Nameplate Capacity or the Base Capacity shall be made, or considered as having been made, due to or as a result of such Variation Order Proposals." 3.4 Clause 9.3(a) (Scheduled Maintenance) of the Original LOA shall be deleted in its entirety and replaced with the following: "(a) The Operator shall have the right to curtail or temporarily discontinue, in whole or in part, the receipt, treatment and liquefaction of Feed Gas by, and storage and offloading of LNG from, the FLNG Facility for the purposes of maintaining the FLNG Facility (other than as a result of any defect or deficiency in the FLNG Facility, including a failure of the FLNG Facility to achieve the Performance Standards) for such periods as would be required by a Reasonable and Prudent Operator and otherwise not exceeding [*****] in any single Contract Year and any rolling [*****] period ("Scheduled Maintenance"), and Clause 13.8(f) (Availability and Capacity Performance) shall apply. Scheduled Maintenance includes an allowance ("Sand Filter Maintenance Allowance") of [*****] for sand filter maintenance, or such other number of Train Days in excess of [*****] as agreed by the Parties at the same time as the Subsequent Base Capacity Adjustment or, if the Parties do not so agree, determined in accordance with Clause 24.4 (Expert Determination), based on the actual in-service experience of the number of Train Days of sand filter maintenance ("Sand Maintenance Days"). If the Parties do not so agree, the then current Sand Filter Maintenance Allowance shall continue to apply until the date of the determination by the Independent Expert, following which the determination applies retrospectively to the start of the relevant [*****] anniversary of the Commercial Operations Date.” 3.5 In Clause 12.5 (Adjustment of Base Capacity) of the Original LOA, paragraphs (a) and (d) shall be deleted in their entirety and replaced with the following: "(a) The Base Capacity shall be adjusted in accordance with this Clause 12.5 (Adjustment of Base Capacity) to compensate for the differences between, in each case: (i) the actual annual average ambient conditions as measured at the location of the LNG Hub Facilities and the reference ambient conditions set out in Table 2 (Nameplate Capacity conditions) of Schedule 3 (Acceptance Tests and Acceptance Appraisals) using the Black & Veatch process model using (to the extent practicable) the same computer simulation software, methodology and principles used for the original FLNG Facility design; and (ii) Sand Maintenance Days and the Sand Filter Maintenance Allowance, on: (iii) the Commercial Operations Date (the "First Base Capacity Adjustment") in the case of Clause 12.5(a)(i) (Adjustment of Base Capacity); and (iv) the date falling [*****] thereafter (a "Subsequent Base Capacity Adjustment") in the cases of Clauses 12.5(a)(i) and (ii) (Adjustment of Base Capacity), to reflect (x) the annual average ambient conditions at the LNG Hub Facilities for the [*****] immediately preceding the relevant Base Capacity Adjustment date and (y) the Sand Maintenance Days data cumulatively collected following the Commercial Operations Date. (d) For the purpose of calculating the Base Capacity Adjustment: (i) the Lessee shall collect, and continue to collect, adequate and relevant ambient condition data at the LNG Hub Facilities appropriately from the date of this Agreement; and

Execution Version Legally privileged and confidential GBR01/116379333_2 28 (ii) the Owner shall record the number of Sand Maintenance Days, and make available such records to the Lessee at the Lessee's request." 3.6 The Original LOA shall be amended by including the following as a new Schedule 30 (Variations relating to LNG Recirculation and Sand Filtration) immediately after Schedule 29 (Accelerated Commissioning): SCHEDULE 30 VARIATIONS RELATING TO LNG RECIRCULATION AND SAND FILTRATION Change Description Description VOP No. FLNG Facilities Design Requirements for Handling Airborne Dust and Fine Sand Particles - B&V Scope of work Lessee Request No.005 – FLNG Facilities Design Requirements for Handling Airborne Dust and Fine Sand Particles VOP012a Continuous LNG circulation to ensure LNG Hub Facilities’ jetty pipework is maintained cold Sweep Up Variations Summary Letter Dated: 31st August 2021 – Sweep up Item 10 VOP016 4. ACCELERATED COMMISSIONING The Original LOA shall be amended by including the following as a new Schedule 29 (Accelerated Commissioning) immediately after Schedule 28 (Form of Credit Support Agreement): SCHEDULE 29 ACCELERATED COMMISSIONING 1. GENERAL Unless the context requires otherwise, in this Schedule 29 (Accelerated Commissioning), references to a paragraph shall be references to a paragraph in this Schedule 29 (Accelerated Commissioning). 2. ACCELERATED COMMISSIONING PROTOCOL The Owner, in consultation with the Lessee, shall deliver to the Lessee a draft Accelerated Commissioning protocol setting out relevant operational and regulatory requirements to safely conduct Accelerated Commissioning, together with the Accelerated Commissioning Scope of Work (the "Accelerated Commissioning Protocol"). The Owner and the Lessee shall work together to agree the Accelerated Commissioning Protocol. 3. PREPARATORY STUDIES 3.1 The Owner shall conduct the Accelerated Commissioning Technical Feasibility Study, with reasonable cooperation from the Lessee, and the Owner shall report its findings to the Lessee as soon as reasonably practicable after completion thereof. 3.2 The Lessee shall conduct the Accelerated Commissioning Interface Studies, with reasonable cooperation from the Owner, and the Lessee shall report its findings to the Owner as soon as reasonably practicable after completion thereof. 3.3 The Lessee and the Owner, each acting reasonably, shall agree which activities recommended in the Accelerated Commissioning Study Reports shall be undertaken and whether such activities shall be completed before or after the Accelerated Commissioning Trigger Date. Such activities shall be carried out by the Owner or the Lessee (as appropriate),

Execution Version Legally privileged and confidential GBR01/116379333_2 29 each at their own cost. The Owner and the Lessee shall cooperate to complete such activities. 4. ELECTION OF ACCELERATED COMMISSIONING 4.1 As soon as reasonably practicable following receipt by the Owner of the findings of the Pre- Start Up Technical Review, the Owner shall irrevocably notify the Lessee in writing whether or not it intends to implement Accelerated Commissioning. 4.2 Pursuant to paragraph 4.1 above, if the Owner elects to implement Accelerated Commissioning: 4.2.1 the Owner and the Lessee shall be obliged to complete and carry out any outstanding actions which have been identified in the findings of the Pre-Start Up Technical Review attributable to them, respectively at their own cost and with reasonable cooperation from the other Party; 4.2.2 without prejudice to paragraphs 3.3 and 4.2.1, the Lessee shall require the Owner to take no further actions of a technical nature in respect of Accelerated Commissioning before the Accelerated Commissioning Trigger Date; and 4.2.3 as soon as reasonably practicable following receipt of the notice from the Owner, the Lessee shall notify the Owner whether or not it wishes to implement Accelerated Commissioning. 4.3 Effective from the Accelerated Commissioning Trigger Date, the Owner and the Lessee shall undertake Accelerated Commissioning pursuant to the Accelerated Commissioning Protocol until and unless Accelerated Commissioning is terminated pursuant to paragraph 6 below. 4.4 If either the Owner or the Lessee elects not to implement Accelerated Commissioning pursuant to paragraphs 4.1 and 4.2.3, their respective obligations to carry out any outstanding actions identified in the findings of the Accelerated Commissioning Study Reports (insofar as they relate exclusively to Accelerated Commissioning) shall cease and any and all plans for Accelerated Commissioning shall be abandoned. 5. ACCELERATED COMMISSIONING PERIOD 5.1 For the duration of the Accelerated Commissioning Period: 5.1.1 the Owner and the Lessee shall execute the Accelerated Commissioning Scope of Work and shall keep each other regularly informed in respect of the progress of the Accelerated Commissioning Scope of Work; and 5.1.2 the Owner and the Lessee shall execute their respective responsibilities under all other plans and matters relating to Accelerated Commissioning, including as set out in the Accelerated Commissioning Protocol, and shall co-operate and keep each other regularly informed in respect of the same. 6. TERMINATION OF ACCELERATED COMMISSIONING 6.1 Accelerated Commissioning shall terminate upon the earlier of: 6.1.1 completion of the Accelerated Commissioning Scope of Work; or 6.1.2 the service of a notice by the Lessee, at its sole discretion, to the Owner terminating the Accelerated Commissioning. 6.2 For the avoidance of doubt, the Accelerated Commissioning shall also terminate upon a Party giving notice having an effect of terminating this Agreement pursuant to Clause 23 (Suspension and termination) of this Agreement. 6.3 Where Accelerated Commissioning is terminated pursuant to this paragraph 6: 6.3.1 the Owner shall be entitled to retain any amounts already paid or payable by the Lessee pursuant to Clauses 13.12(a)(i), (ii) and (iii) (Pre-COD Rate) of this Agreement and Clause 13.3(a) (Bonus Milestone Payments) of this Agreement;

Execution Version Legally privileged and confidential GBR01/116379333_2 30 6.3.2 the Owner shall continue to be paid pursuant to Clause 13.12(a)(iii) (Pre-COD Rate) of this Agreement unless this Agreement is terminated pursuant to its terms and, in the event of such termination, the Owner shall remain entitled to any unpaid amounts which have accrued under such Clause and remain unpaid, up to and including the date of termination of this Agreement; and 6.3.3 the provisions of this Agreement set out in paragraph 8 below which have been effected for the duration of the Accelerated Commissioning Period will stop being so effected (without prejudice to their application until such time). 7. GENERAL 7.1 Throughout the Accelerated Commissioning Period the Lessee shall, at its cost, be responsible for commissioning and operating the LNG Hub Facilities for the purposes of Accelerated Commissioning. 7.2 The specification of the Accelerated Commissioning Feed Gas must comply with the Feed Gas Specification to ensure compatibility with the FLNG Facility unless the Lessee and the Operator otherwise agree. 7.3 Title and full benefit to the Accelerated Commissioning Feed Gas and the Accelerated Commissioning LNG Production shall at all times be and remain with the Lessee. For the avoidance of doubt, the Owner acknowledges that no molecules that result from Accelerated Commissioning, regardless of state, shall constitute LNG Production for the purposes of this Agreement. 7.4 Except: 7.4.1 as set out in Clause 13.12(a)(iii) (Pre-COD Rate) of this Agreement, Clause 13.13(a) (Bonus Milestone Payments) of this Agreement and paragraph 6.3 above; 7.4.2 to the extent arising in connection with Variation Costs resulting from a Variation pursuant to Clause 6 (Variations) of this Agreement; and 7.4.3 as otherwise agreed by the Parties, the Owner and the Operator shall not have a right to claim from the Lessee any other remuneration, costs or disbursements in respect of Accelerated Commissioning. 8. MISCELLANEOUS Throughout the Accelerated Commissioning Period references in Clause 11.1(b) (General) of this Agreement to "Commissioning Period" shall be construed as references to "Accelerated Commissioning Period".

Execution Version Legally privileged and confidential GBR01/116379333_2 31 SCHEDULE 2 CONFORMED COPY OF THE LOA

Execution Version Legally privileged and confidential GBR01/116379333_2 32 SCHEDULE 3 COMMISSIONING PROTOCOL
a500munsecuredbond

Golar LNG Limited, 13 March 2025 Base Prospectus 1 Golar LNG Limited Base Prospectus Global Coordinators and Joint Bookrunners: Joint Bookrunners: Hamilton (Bermuda), 13 March 2025

Golar LNG Limited, 13 March 2025 Base Prospectus 2 Important information The Base Prospectus is based on sources such as annual reports and publicly available information and forward- looking information based on current expectations, estimates and projections about global economic conditions, as well as the economic conditions of the regions and industries that are major markets for Golar LNG Limited (the “Company”, “Golar LNG”, “Group”, “Golar” or “we”). A prospective investor should consider carefully the factors set forth in Chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds. IMPORTANT – EEA AND UK RETAIL INVESTORS - If the Final Terms in respect of any bonds includes a legend titled "Prohibition of Sales to EEA Retail Investors" and/or "Prohibition of Sales to UK Retail Investors", the bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (‘EEA’) and/or in the United Kingdom (the “UK”). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the PRIIPs Regulation) (and for the UK, as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation)) for offering or selling the bonds or otherwise making them available to retail investors in the EEA and/or the UK has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA and/or the UK may be unlawful under the PRIIPs Regulation and/or the UK PRIIPS Regulation. MiFID II product governance and/or UK MiFIR product governance – The Final Terms in respect of any bonds will include a legend titled “MiFID II product governance” and/or “UK MiFIR product governance” which will outline the target market assessment in respect of the bonds and which channels for distribution of the bonds are appropriate. Any person subsequently offering, selling or recommending the bonds (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. This Base Prospectus is subject to the general business terms of the Global Coordinators and Joint Bookrunners, available at their websites (www.clarksons.com, www.dnb.no, www.fearnleysecurities.com and www.paretosec.com). The Global Coordinators and Bookrunners and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Base Prospectus and may perform or seek to perform financial advisory or banking services related to such instruments. The Global Coordinators' and the Joint Lead Managers’ corporate finance department may act as manager or co- manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Base Prospectus are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The distribution of the Base Prospectus may be limited by law also in other jurisdictions, for example in non-EEA countries. Approval of the Base Prospectus by Finanstilsynet (the Norwegian FSA) implies that the Base Prospectus may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Base Prospectus in any jurisdiction where such action is required. The Base Prospectus dated 13 March 2025 together with a Final Terms and any supplements to these documents constitute the Prospectus. The content of this Base Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice. Unless otherwise stated, this Base Prospectus is subject to Norwegian law. In the event of any dispute regarding the Base Prospectus, Norwegian law will apply.

Golar LNG Limited, 13 March 2025 Base Prospectus 3 TABLE OF CONTENTS: 1 RISK FACTORS ............................................................................................................... 4 2 DEFINITIONS ................................................................................................................. 9 3 PERSONS RESPONSIBLE ................................................................................................ 11 4 STATUTORY AUDITORS ................................................................................................. 12 5 INFORMATION ABOUT THE ISSUER ................................................................................. 13 6 BUSINESS OVERVIEW ................................................................................................... 15 7 ORGANIZATIONAL STRUCTURE ...................................................................................... 18 8 TREND INFORMATION ................................................................................................... 19 9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ............................................ 20 10 MAJOR SHAREHOLDERS .............................................................................................. 23 11 FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES .................................................... 24 12 DOCUMENTS AVAILABLE .............................................................................................. 26 13 FINANCIAL INSTRUMENTS THAT CAN BE ISSUED UNDER THE BASE PROSPECTUS ............... 27 14 THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST ..................................................................................................... 36 CROSS REFERENCE LIST .................................................................................................. 37 GLOBAL COORDINATORS’ AND JOINT LEAD MANAGERS’ DISCLAIMER .................................... 38 ANNEX 1 TEMPLATE FOR FINAL TERMS FOR FIXED RATE BONDS ............................................ 39 ANNEX 2 SUBSIDIARIES .................................................................................................. 48 ANNEX 3 COMPLETE FLEET LIST ........................................................................................ 49

Golar LNG Limited, 13 March 2025 Base Prospectus 4 1 Risk factors Investing in bonds issued by Golar LNG Limited involves inherent risks. As the Company is the parent company of the Group, and a holding company, the risk factors for the Group are deemed to be equivalent for the purpose of this Base Prospectus. The risks and uncertainties described in the Prospectus are risks of which the Company is aware and that the Company considers to be material to its business. If any of these risks were to occur, the Company’s business, financial position, operating results or cash flows could be materially adversely affected, and the Company could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should carefully consider, among other things, the risk factors set out in this Base Prospectus, before making an investment decision. The risk factors set out in this Base Prospectus and the Final Terms cover the Company and the bonds issued by the Company, respectively. An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. Any investor must conduct its own investigations and analysis of the Company and should consult his or her own expert advisors as to the suitability of any investment. 1.1 Risks related to the Group’s business The Group may not be able to obtain financing, to meet obligations as they fall due or to fund growth or future capital expenditures The Group has entered into an Engineering, Procurement and Construction (“EPC”) agreement with CIMC Raffles for a Mark II FLNG. The capital commitment in connection with this agreement is expected to be funded by equity released from the refinancing of existing assets within the Groups fleet and/or an asset backed facility against the Mark II FLNG under construction. The Group cannot assure you that it will be able secure such re/financings on terms acceptable to the Group, or at all. If the Group cannot meet its capital expenditure commitments, it may incur penalties for early termination of the EPC agreement and take redelivery of an incomplete asset under development. Remaining cash on hand together with cashflow from existing operations may not be sufficient to service or repay existing debt, including these bonds, when they fall due. In order to fund FLNG vessels, including the Mark II FLNG vessel and future potential FLNG vessels, liquefaction projects, vessel acquisitions and modifications, increased working capital levels or other capital expenditures, the Group may be required to use cash from operations, incur additional borrowings or raise capital through the sale of debt instruments or additional equity securities. The Group’s assets, loan facilities and the indentures for its bonds are also subject to certain limitations on its business and future financing activities. Due to these restrictions, the Group may need to seek permission from lenders and other stakeholders in order to engage in some corporate actions. The Group’s ability to do so may be limited by the Group’s financial condition at the time of such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions, prevailing commodity prices, sanctions and other contingencies and uncertainties that are beyond the control of the Group. A failure to obtain funds for capital expenditures could impact the Group’s results of operations, financial condition and its ability to repay the Bonds. The Group’s ability to service its debt is dependent on cash flow from its subsidiaries The Company is the sole obligor under the Bond Terms. The Company is a holding company and relies principally on cash flows earned and dividends paid by its subsidiaries for cash requirements, including the funds necessary to service any debt it may incur. The Company’s subsidiaries may be restricted in their ability to transfer a portion of their net income to the Company due to legal restrictions in their respective jurisdictions or countries in which they operate, working capital needs, financial covenants, agreements with third parties or other contractual or legal obligations, whether in the form of dividends, loans or advances, and the imposition of such a limitation could materially and adversely limit the Company’s ability to service unsecured debts, grow, make investments or acquisitions that could be beneficial to its businesses, or otherwise fund and conduct its business.

Golar LNG Limited, 13 March 2025 Base Prospectus 5 The FLNG conversions undertaken by the Group are highly complex FLNG vessels are complex, and their operations are technically challenging and subject to mechanical risks and problems. Unforeseen operational problems with the Hilli Episeyo (“FLNG Hilli”), FLNG Gimi, including during her commissioning, or future projects by the Group, including its Mark II FLNG, may lead to delays in the vessel being accepted by its customer, it not being accepted at all, a loss of future revenues or higher than anticipated future operating expenses or require additional capital expenditures. The completion of the Mark II FLNG retrofit and conversion of future Group vessels into FLNG vessels could be subject to significant cost overruns. If the shipyard is unable to deliver any converted FLNG vessel on time or at all, the Group might be unable to perform its obligations under a related customer agreement. Furthermore, if any of the company’s FLNG vessels, once converted or modified, are unable to meet certain performance requirements or perform as intended, such vessels may have to accept reduced rates, the Group may be required to surrender operational control, or a customer contract could be terminated. Any of these possibilities would have a negative impact, which could be significant, on the Group’s business, results of operations and financial condition. In addition, due to the new nature of the technology, only a very limited number of contractors have relevant experience with FLNG conversions and as a result the Group is reliant on a small number of contractors. Accordingly, a change of contractors, for any reason, would likely result in higher costs and a significant delay to our delivery schedules. The Group operates or seeks to operate in jurisdictions with considerable political and security risks The Group’s FLNG assets operate in the offshore waters of Cameroon, Mauritania and Senegal, and the Group is also pursuing projects which could lead to future operations in Argentina, and/or similar areas of the world, where there are heightened political and security risks. The impact from such risks to the Group’s business may materialize in political or social unrest, which may lead to damage to the vessels or infrastructure necessary to support the vessels, detention, nationalisation or loss of a vessel with limited effective measures mitigate such detention or loss, loss of life, reputational damage, loss of rights and/or loss of earnings. Risk related to accidents, spills or maritime disasters All vessels and industrial processes carry or involve potential pollutants and consequently the operation of FLNGs, LNG carriers and FSRUs is inherently risky. Due to the nature of the operations of the Group, the Group’s vessels and cargo is at risk of being damaged or lost because of events such as leaks, fire, explosion, marine disasters, acts of piracy, environmental accidents, bad weather, mechanical failures, grounding and collisions, human error, national emergency and war and terrorism. Any of these risks, should they materialize, could cause damage or loss of a vessel, loss of life or other environmental consequences. Further, the costs of compliance associated with changes in environmental regulations could require significant expenditures, and breaches of such regulations may result in the imposition of material fines and penalties or temporary or permanent suspension of production operations. Demand for FLNGs, including the current speculatively ordered Mark II FLNG The profitability and prospects of the FLNG sector are subject to prevailing energy prices and demand as well as other competitive factors. While global LNG demand has continued to rise, the rate of its growth has fluctuated for several reasons, including fluctuations in the price of natural gas and other sources of energy, the availability and pricing of renewables, the highly complex and capital-intensive nature of new and expanded LNG projects, and the emergence of new competiton. Golar’s ability to secure business for its FLNGs, including the speculatively ordered Mark II FLNG currently under construction, and the results Golar’s operations and the financial condition of the Group will consequently depend on world energy prices, the availability and pricing of new cleaner energy solutions, the competitive landscape, and demand for LNG and FLNGs. Southern Energy S.A. is unable to reach a Final Investment Decision for the FLNG Hilli redeployment project The FLNG Hilli is coming to the end of its current contract, and the Group is redeploying the FLNG Hilli on a new 20-year definitive agreement with Southern Energy S.A in Argentina. The final investment decision has not yet been made and consequently the Group cannot guarantee that conditions for commencement of the new definitive agreement, including but not limited to, an export licence, environmental assessment and Final Investment Decision, will be met. Material delays to, or failure by, Southern Energy S.A. to satisfy the conditions precedent and/or a failure by Golar to secure a timely alternative employment opportunity could lead to a period, of unknown duration, of unemployment for the FLNG Hilli, which could adversely affect the Group’s financial performance, cash- flow generation, its ability to secure attractive finance to fund capital expenditure and commitments and its ability to service its existing debt. The value of the Group’s FLNGs may fluctuate Vessel values can fluctuate substantially over time due to a number of different factors, such as employment status, prevailing economic and market conditions in the natural gas and energy markets; increases in the supply of vessel capacity without a commensurate increase in demand, the type, size and age of a vessel; and the cost of retrofitting or modifying an existing vessel. Any impairment charges incurred as a result of a decline in market value of our

Golar LNG Limited, 13 March 2025 Base Prospectus 6 vessels against their carrying value could negatively affect our business, financial condition, operating results, the trading price of our common shares and our ability to refinance existing secured and unsecured debt. The Group is dependent on its executive management, senior management team and key employees with relevant experience The Group is dependent upon its executive management, as well as its senior management team and a small number of key employees with relevant and highly specific operational, technical, commercial and financial experience and skillsets relating to the LNG industry and value chain. Without limitation, an example would be the securing and negotiation of an FLNG charter party and subsequent project execution of such a contract. The loss of such personnel and the failure to successfully recruit replacements in a timely manner, or at all, would have a material adverse effect on the groups business, prospects, financial condition and results of operations. A loss of one or more individuals within these groups may expose the Group to lack of sufficient knowledge about one or more of the projects or activities the Group is engaged in – leading to a situation whereby our ability to deliver or execute according to contracted terms could be compromised which in turn may have a material economic impact on the Group. The Group may be exposed to these situations in respect of commercial, financial, legal and operational relationships across existing customers, service providers and lenders and prospective new business activities. Risk of maritime liens Governments, customers, crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may take, seek or be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, valid or not. In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings. In addition, in some jurisdictions a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. The arrest or attachment of one or more of the Group’s vessels could interrupt the business or require large sums of money to have the arrest or attachment lifted, which could have a negative effect on the Company’s cash flows and the ability to service its debt. Guarantee obligations in respect of current and former affiliates and others The Group has provided or may provide certain tax indemnifications and other guarantees to the buyers of former group entities and affiliates. If a tax claim were to arise in respect of any such entity/affiliate covering a period prior to its sale, Golar could be required to compensate the current owner for this. Similarly, if a former asset is unable to meet certain specified performance levels during a guarantee period we may also be required to compensate the current owner for this. Satisfying such claims could have a material adverse effect on the Group’s cashflows and financial condition. Continued provision of management services is reliant on third parties The Group has entered into certain agreements with third parties for the provision of certain technical, crew, commercial and other agreements. As the Group is responsible for the operating expenses under such agreements, significant fluctuation of such expenses could materially and adversely affect the Group’s results of operations. If the Group is unable to deliver the services that it is contracted to provide, it could result in a material adverse effect on its reputation and its results of operations. Counterparty risks The performance of an underlying vessel can depend heavily on its customer’s ability to perform their obligations under agreed Lease and Operate Agreements, Liquefaction Tolling Agreements and other commercial agreements. Underperformance or default by a counterparty on its obligations under these agreements may have material adverse consequences to our results of operations, cash flows and our financial condition. Tax A change in tax laws in any country in which we operate or have previously operated could adversely affect us. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, in any country in which we or any of our subsidiaries operates, or in which we or any of our subsidiaries is organized, could result in us incurring a materially higher tax expense or having a higher effective tax rate on our earnings. Any such changes in the applicable tax laws, treaties and regulations could adversely affect our business, results of operations and financial condition.

Golar LNG Limited, 13 March 2025 Base Prospectus 7 1.2 Risks related to the market and economic conditions Macroeconomic conditions Changes in national and international economic conditions, including, for example interest rate levels, inflation and employment levels may influence the valuation of real tangible and financial assets. In turn, this may impact the demand for goods and services and assets globally and thereby the macro economy. The current macroeconomic situation is uncertain and there is a risk of negative developments. The conflict in Ukraine have impacted the European gas market and in turn the demand for FLNGs. Tarriff and sanction threats and counterthreats together with tense relations between the US and China may also affect the business of the Group. Construction and conversion costs of future FLNG projects may be impacted by supply and demand in the yard and construction sectors affected by sanctions. These factors may have an adverse effect on the Group’s business, financial condition, results of operations or its future prospects. Covenant and cross-default risks The Group’s loan agreements include financial covenants relating to liquidity, net worth and net debt to net worth ratio. If these covenants are not complied with, the Group may not be able to draw on its credit facilities and outstanding amounts may become due and payable immediately. The Group’s loan agreements and the Bond Terms contain certain cross-default provisions. Defaults by, or the insolvency of, any subsidiaries of the Group could result in the obligation of the Group to make payments under parent company financial or performance guarantees in respect of such subsidiaries’ financial indebtedness, or cause cross-defaults on other financial indebtedness of the Group, or cause the Company to be in breach of the Bond Terms. If the Company or any Group company is required to repay any financial indebtedness and alternative financial resources are not available at such time, this may have an adverse effect on the Group’s liquidity and financial condition. Currency exchange risk Our operating revenue is normally payable in US Dollars and the value of the vessels is normally denominated in US Dollars. However, certain revenues, expenses, assets and liabilities are denominated in Euro, the British Pound, the Norwegian Kroner and other currencies. Thus, currency fluctuations may affect both the investors' return and the Group‘s cash flows, financial condition and results of operations. 1.3 Risks related to the Bonds Risk of being unable to repay the Bonds The Group's ability to generate cash flow from operations and to make scheduled payments on and to repay its indebtedness, including the Bonds, will depend on the future financial performance of the Group. The future performance of the Group is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our indebtedness and make necessary capital expenditures. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. Risks related to the market for the Bonds There is no existing market for the Bonds, and there can be no assurance given regarding the future development of a trading market for the Bonds. The pricing of the Bonds can be volatile. Potential investors should note that it may be difficult or even impossible to trade and sell the Bonds in the secondary market. Even if the Bonds are admitted to trading, active trading in the Bonds may not occur and a liquid market for trading in the Bonds may not be available even if the Bonds are listed. Optional redemption of Bonds by the Company may impact the value of the Bonds The Bonds may be subject to optional redemption by the Company, which may have a material adverse effect on the value of the Bonds. The terms and conditions of the Bonds will provide that the Bonds shall be subject to optional redemption by the Company at their outstanding principal amount, plus accrued and unpaid interest to the date of redemption, plus a premium calculated in accordance with the terms and conditions of the Bonds. This is likely to

Golar LNG Limited, 13 March 2025 Base Prospectus 8 limit the market value of the Bonds. It may not be possible for bondholders to reinvest proceeds at an effective interest rate as high as the interest rate on the Bonds. Changes in exchange rates may have a material adverse effect on the value of the principal payable on the Bonds As the Company will pay principal and interest on the Bonds and make any other payments under the Bonds in USD, significant changes to the applicable exchange rates due to economic, political or other factors over which the Group has no control, present certain risks if an investor’s financial activities are denominated principally in a currency other than USD. Further, exchange controls imposed or modified by the relevant authorities could adversely affect an applicable exchange rate, and as a result the investors may receive less or no interest or principal. Put Option Event - the Company’s ability to redeem the Bonds with cash may be limited Upon the occurrence of a Put Option Event, each individual bondholder shall have a right of pre-payment of the Bonds as set out in the Bond Agreement. However, it is possible that the Company may not have sufficient funds to make the required redemption of Bonds, resulting in an event of default under the Bonds. The consequence of such a situation is that bondholders may take legal action in order to redeem the value of their investment. The terms and conditions of the Bonds will allow for modification of the Bonds or waivers or authorisations of breaches and substitution of the Company which, in certain circumstances, may be affected without the consent of bondholders The terms and conditions of the Bonds will contain provisions for calling meetings of bondholders and certain written amendment procedures. These provisions permit defined majorities to make decisions affecting and binding all bondholders. The bond trustee may, without the consent of the bondholders, agree to certain minor modifications of the agreement for the terms and conditions of the Bond and other finance documents which, in the opinion of the bond trustee, are proper to make and will not adversely affect the bondholder's rights. No action against the Company and bondholders' representation In accordance with the terms and conditions of the Bonds, the bond trustee will represent all bondholders in all matters relating to the Bonds and the bondholders are prevented from taking actions on their own against the Company. Consequently, individual bondholders do not have the right to take legal actions to declare any default by claiming any payment from the Company directly and may therefore lack effective remedies unless and until a requisite majority of the bondholders agree to take such action.

Golar LNG Limited, 13 March 2025 Base Prospectus 9 2 Definitions Additional Bonds Means the debt instruments issued under a Tap Issue, including any Temporary Bonds. Please see Bonds Terms for definition of Tap Issue and Temporary Bond. Annual Report 2023 The audited consolidated financial statements of Golar LNG Limited as of and for the year ended December 31, 2023, included in the 2023 Form 20- F filed with the United States Securities and Exchange Commission. Annual Report 2022 The audited consolidated financial statements of Golar LNG Limited as of and for the year ended December 31, 2022, included in the 2022 Form 20- F filed with the United States Securities and Exchange Commission. Base Prospectus This document dated 13 March 2025. Bonds Means (i) the debt instruments issued by the Issuer pursuant to the Bond Terms including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time. Bonds Terms Means the terms and conditions, including all Attachments which form an integrated part of any Bond Terms to be listed under this Base Prospectus, in each case as amended and/or supplemented from time to time. Please see Bond Terms for definition of Attachment. BP BP Mauritania Investments Ltd. CIMC CIMC Raffles COD Commercial Operations Date Company/Issuer/Golar LNG Golar LNG Limited, a corporation organised under the laws of Bermuda. EPC Engineering, Procurement and Construction FID Final Investment Decision Final Terms Document to be prepared for each new issue of bonds under the Prospectus. The template for Final Terms is included in the Base Prospectus as Annex 2. The template for Final Terms has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this template for Final Terms as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities that are the subject of this template for Final Terms. Investors should make their own assessment as to the suitability of investing in the securities. FLNG Floating Liquefaction Natural Gas vessel FPSO Floating Production, Storage and Offloading unit FSRU Floating Storage and Regasification Unit Global Coordinators: DNB Bank ASA and Pareto Securities AS Group Golar LNG Limited and its subsidiaries from time to time GTA Greater Tortue Ahmeyim

Golar LNG Limited, 13 March 2025 Base Prospectus 10 Interim Report Q2 2024 The unaudited condensed consolidated financial statements of Golar LNG Limited as of and for the six-month period ended June 30, 2024, included in the Form 6-K filed with the United States Securities and Exchange Commission. Interim Report Q3 2024 The unaudited condensed consolidated financial statements of Golar LNG Limited as of and for the nine-month period ended September 30, 2024, included in the Form 6-K filed with the United States Securities and Exchange Commission. Q4 2024 trading update Preliminary (unaudited) financial information and trading update for the quarter and year ended December 31, 2024. Joint Lead Managers Clarksons Securities AS and Fearnley Securities AS LC Letter of Credit LNG Liquefied Natural Gas LNGC Liquid Natural Gas Carrier LOA Lease and Operate Agreement LTA Liquefaction Tolling Agreement MK I FLNG A FLNG vessel design with a capacity of between around 2.4MTPA and 2.7MTPA based on the conversion of an existing LNG carrier MK II FLNG A FLNG vessel design with a capacity of around 3.5MTPA based on the conversion of an existing LNG carrier MMBtu 1 Million British Thermal Units MTPA Million Tons Per Annum PAE Pan American Energy SNH Société Nationales des Hydrocarbures SESA Southern Energy S.A. ST LNGC Steam Turbine propulsion LNGC TTF Dutch Title Transfer Facility, a virtual trading point for natural gas in the Netherlands U.S. GAAP United States generally accepted accounting principles

Golar LNG Limited, 13 March 2025 Base Prospectus 11 3 Persons responsible 3.1 Persons responsible for the information Persons responsible for the information given in the Base Prospectus are as follows: Golar LNG Limited 2nd Floor, S.E. Pearman Building 9 Par-la-Ville Road, Hamilton HM 11, Bermuda 3.2 Declaration by person/s responsible Golar LNG Limited declares that, to the best of its knowledge, the information contained in the Base Prospectus is in accordance with the facts and that the Base Prospectus makes no omission likely to affect its import. Eduardo Maranhão Chief Financial Officer Golar LNG Limited Hamilton (Bermuda) March 2025 Approval of the Base Prospectus The Base Prospectus has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities or the Issuer that is the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

Golar LNG Limited, 13 March 2025 Base Prospectus 12 4 Statutory Auditors The statutory auditor for the Issuer for the period covered by the historical financial information in this Base Prospectus is Ernst & Young LLP, an independent registered public accounting firm. Ernst & Young LLP is a member of the Institute of Chartered Accountants in England and Wales. Ernst & Young LLP has its registered address at 1 More London Place, London SE1 2AF, United Kingdom.

Golar LNG Limited, 13 March 2025 Base Prospectus 13 5 Information about the Issuer 5.1 History and development of the Company 5.1.1 Name and contact details The legal name of the Issuer is Golar LNG Limited, the commercial name is Golar LNG. The address, telephone number and website of the Issuer’s principal place of business is as follows: Golar LNG Limited 2nd Floor, S.E. Pearman Building 9 Par-la-Ville Road, Hamilton HM 11, Bermuda Telephone: +1 (441) 295-4705 Website https://www.golarlng.com The information on the website mentioned above does not form part of the Base Prospectus unless that information is incorporated by reference into the Base Prospectus. 5.1.2 Place of registration, registration number and LEI code The Company is registered with the Registrar of Companies in Bermuda with registration number 30506. The Company’s LEI code is 213800C2VSFZG3EZLO34. 5.1.3 Incorporation, domicile and legal form The Company is a corporation organised under the laws of Bermuda. Golar LNG Limited was incorporated on May 20, 2001. The Company operates under the provisions of the Bermuda Companies Law of 1981. 5.1.4 Objects and purposes Golar LNG’s primary business is to provide offshore infrastructure for the liquefaction of LNG. The Company is also responsible for the operation of two FSRUs on behalf of third party owners under management agreements. The Company's Memorandum of Association and Bye-laws can be found at the Company's website: https://www.golarlng.com/investors/legal/memorandum-of-association-and-bye-laws.aspx 5.1.5 Recent events for evaluation of the issuer’s solvency In September 2024, Golar LNG signed an EPC agreement with CIMC for a 3.5 MTPA MK II FLNG vessel. The project will utilize the Golar owned LNG carrier Fuji LNG with a storage capacity of 148,500 m3. The total EPC price is USD 1.6 billion. The total budget for the MK II FLNG conversion is USD 2.2 billion, inclusive of the conversion vessel, yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the FLNG to its operational site but excluding financing costs. The MK II FLNG is expected to be delivered in Q4 2027. As of December 31,, 2024, assets under development directly associated with the MK II FLNG amounted to USD 0.5 billion. Vessels and Equipment, net in respect of MK II FLNG conversion candidate Fuji LNG amounted to USD 0.1 billion. Equity released from expected refinancings of existing FLNG assets and/or a corporate debt facility and/or equity, as well as USD 0.6 billion of cash and cash equivalents as of December 31, 2024 are expected to fund a material portion of the remaining USD 1.6 billion of MK II FLNG capital expenditure. During 2025, Golar LNG also expects to secure an attractive employment contract for the MK II FLNG. A debt facility secured by the contracted MK II FLNG will then be pursued to fund any remaining unfunded capital expenditure, as well as provide funding for further growth.

Golar LNG Limited, 13 March 2025 Base Prospectus 14 5.1.6 Changes in borrowing and funding structure since the last financial year In September 2024, Golar LNG closed USD 300.0 million of these Bonds. These Bonds will mature in September 2029 and bear interest at 7.75% per annum. Contemporaneous with the closing, Golar repurchased USD 10.3 million of the 2021 Unsecured Bonds at 101.25% of par, for a total consideration of USD 10.7 million, inclusive of USD 0.3 million of accrued interest. Proceeds of these bonds, net of fees and 2021 Unsecured Bond repurchases, will be applied towards capital expenditure, refinancing of debt and general corporate purposes. In September 2024, Golar LNG increased its funding commitment to wholly owned subsidiary Macaw Energies by USD 5.0 million, from USD 25.0 million to USD 30.0 million. In October 2024, Golar LNG repaid in full its USD 9.1 million debt facility in respect of the ST LNGC Golar Arctic. The unencumbered vessel was subsequently sold in February 2025 for USD 24.0 million in cash. In November 2024, an ICBC sale and lease back facility that was novated to Cool Company Ltd in respect of two vessels that it purchased from Golar LNG in 2022 was refinanced. Contemporaneous with Cool Company Ltd’s refinancing, a Golar LNG guarantees in respect of USD 146.5 million of associated ICBC debt were released. In November 2024, following agreement by the consortium of lenders behind the current USD 700 million Gimi debt facility, we drew down the final USD 70 million tranche. In December 2024, Golar LNG acquired all remaining minority ownership interests in FLNG Hilli. The acquisitions comprised all third-party interests in the asset, including a total of 5.45% common units, 10.9% Series A shares and 10.9% Series B shares. The total consideration for the acquisitions was USD 90.2 million, of which USD 59.9m was in equity. The USD 30.3 million balance was comprised of a pro-rata share in the existing FLNG Hilli debt facility that we already consolidate. In addition, former minority owner, Seatrium, and Golar agreed to resolve other remaining open items resulting in a USD 7.2 million payment by Golar to Seatrium in relation to a FLNG Hilli Train 3 utilization bonus and settlement of historical work related to a former Golar owned LNGC, the Golar Gandria. Following these resolutions there are no outstanding contractual arrangements between Seatrium and Golar related to existing assets. In January 2025, Golar entered into a share purchase agreement for the sale of all its shares in Avenir LNG Limited to Stolt-Nielsen Gas Ltd. for a total consideration of USD 39.1 million. The Transaction closed in February 2025. 5.1.7 Expected financing of activities Golar LNG expects to use the proceeds from these Bonds, together with proceeds from other planned refinancings to fund capital expenditure, refinance debt and for general corporate purposes. Golar LNG owns 100% of Golar MK II Corporation, the entity that has entered into the EPC agreement with CIMC and that owns the LNGC Fuji LNG that will be converted into the MK II FLNG. The total capital expenditure budget for the conversion project is estimated at USD 2.2 billion, inclusive of the conversion vessel (Fuji LNG), yard supervision, spares, crew, training, contingencies, initial bunker supply and voyage related costs to deliver the FLNG to its operational site, but excluding financing costs. Of the USD 2.2 billion budget, around USD 1.6 billion is payable to CIMC in connection with the EPC agreement signed in September 2024. As of December 31,, 2024, Golar MK II Corporation had assets under development directly associated with the MK II FLNG of USD 0.5 billion, as well as Vessels and Equipment, net of USD 0.1 billion in respect of conversion candidate Fuji LNG. Equity released from expected refinancings of existing FLNG assets and/or a corporate facility and/or equity as well as USD 0.6 billion of cash and cash equivalents as of December 31,, 2024 are expected to fund a material portion of the remaining USD 1.6 billion of MK II FLNG capital expenditure. During 2025, Golar LNG also expects to secure an attractive employment contract for the MK II FLNG. A debt facility secured by the contracted MK II FLNG will then be pursued to fund any remaining unfunded capital expenditure, as well as provide funding for further growth. Golar LNG may also from time to time incur capital expenditure on modifications to existing FLNGs in order to comply with new client requirements to secure long-term chartering opportunities or enable a sale of the vessel.

Golar LNG Limited, 13 March 2025 Base Prospectus 15 6 Business Overview 6.1 General Golar LNG Limited is an international independent provider of FLNG as a service. Prior to the sale of Golar Arctic and Fuji LNG’s February 2025 arrival at CIMC’s yard for conversion to a MK II FLNG, Golar also operated in the shipping market but has now exited this segment. Golar was formed in 2001. Golar is publicly listed on the NASDAQ Global Select stock exchange under the ticker: GLNG. Our primary strategy focuses on providing FLNG infrastructure as a service on long-term contracts to customers. In executing our strategy, we may engage in vessel or business acquisitions, divestments or enter into joint ventures and partnerships with companies that enable increased access to emerging opportunities from the global expansion of LNG markets. Other opportunities where we have a unique competitive advantage similar to FLNG will be pursued, including but not limited to an expansion and roll-out of the small scale land-based flare-to-LNG business currently being pursued by wholly owned subsidiary, Macaw Energies. 6.2 Main categories of services performed and principal markets Liquefaction (FLNG) After natural gas is transported by pipeline from a resource owners production field to a shore-based liquefaction facility, it is supercooled to a temperature of negative 160 degrees Celsius. This process reduces its volume to 1/600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to import natural gas. Golar offers gas resource holders a low-cost rapid deployment solution, FLNG, that liquefies natural gas offshore. Golar’s FLNG investment proposition is built on a sound technical and commercial offering, derived from structurally lower unit capital costs and short lead times compared to a typical shore-based project. FLNG allows smaller resource holders to enter the LNG business and occupy a legitimate space alongside the largest resource holders, major oil companies and world-scale LNG buyers. For established LNG industry participants, the prospect of the Company’s low-cost small footprint FLNG solution provides a compelling alternative to traditional land-based projects. Following the sale of our downstream business in 2021 and the Golar Arctic in February 2025, the Company is focussed on using its unique FLNG technology and operational experience to increase its portfolio of contracted FLNG infrastructure assets. Compared to onshore terminals, FLNG is in the early stages of development. Our FLNGs offer a solution for stranded reserves (such as lean gas sourced from offshore fields) for which geographical, technical, political and economic limitations restrict the ability to convert these gas reserves to LNG. They can also be used to accelerate the monetization of large onshore gas reserves, allowing the customer to re-invest cash flows generated from the sale of LNG produced by FLNG into the eventual construction of a larger onshore facility. For smaller gas reserves, most FLNGs offer a more viable economic solution to the traditional giant land-based projects as they can be relatively easily re-deployed after a field has been depleted. Golar’s liquefaction solutions place liquefaction technology on board an existing LNG carrier using a low-cost execution model resulting in a construction and commissioning time of approximately four years. Golar is the only company in the world to have entered into agreements for the long-term employment of FLNGs based on the conversion of an existing LNG carrier. Please see Annex 4 for a list of the Company’s vessels in the FLNG segment as of December 31, 2024. FLNG Hilli The FLNG Hilli conversion was completed in October 2017, arrived offshore Cameroon in November 2017 and was accepted by Perenco, a hydro-carbon producer (and the current customer), in May 2018. Under the LTA, FLNG Hilli is scheduled to provide liquefaction services until July 2026 and is required to make available 1.4 million tonnes of base liquefaction capacity per annum. Perenco will also compensate the disponent owner of FLNG Hilli, Golar Hilli Corp (“Hilli Corp”) annually for production above the 1.4 million tonne base. Perenco pays Hilli Corp a monthly tolling fee, which consists of i) a fixed element of hire, ii) an element related to the price of Brent crude oil where the Company receives incremental tolling fees when the price rises above USD 60.00 per barrel up to a contractual ceiling, and iii) an element related to the TTF natural gas price relating to 0.2 million tonnes of the 1.4 million tonnes of annual base capacity. The LTA also provides certain termination rights to Perenco and Hilli Corp. In the event of termination by Perenco because of Hilli Corps underperformance or non-performance, the LTA provides for the payment by Hilli Corp of

Golar LNG Limited, 13 March 2025 Base Prospectus 16 termination payments of up to USD 100.0 million, which is secured by an LC, USD 60.0 million of which is cash collateralized. As of December 31, 2024, FLNG Hilli has produced the required 1.4 million tonnes per annum equivalent of base capacity. In July 2024, Golar LNG entered into definitive agreements with PAE for a 20-year deployment of a FLNG vessel in Argentina. The FLNG project is expected to monetize Argentine gas, tapping into the Vaca Muerta shale formation in the Neuquen Basin. Expected to start LNG exports within 2027, the project includes a FLNG charter agreement with Golar that incorporates a base tariff and commodity exposure to LNG sales prices. The project expects to utilize FLNG Hilli, with a nameplate capacity of 2.45 MTPA, providing an equivalent net tariff of USD 2.6/mmBtu (based on 90% capacity utilization), with an additional commodity-linked pricing element. As part of the agreements, Golar will hold a 10% stake in SESA, a consortium of leading natural gas producers in Argentina. SESA is responsible for the purchase of domestic natural gas, operations, and sale and marketing of LNG volumes produced by the FLNG. In March 2025, this project remains subject to defined conditions precedent, including an export license, environmental assessment and Final Investment Decision by SESA. FLNG Gimi FLNG Gimi is contracted to BP under a 20-year LOA to serve BP’s GTA field on the maritime border of Mauritania and Senegal. Conversion of the FLNG Gimi was completed in November 2023 and the vessel arrived at BP’s purpose-built offshore hub in January 2024 where it was moored, awaiting receipt of feedgas from BP’s FPSO. FLNG Gimi, owned by Gimi MS Corporation, has a nameplate capacity of 2.7 MTPA and will be required to liquefy 2.4 MTPA under the LOA. Following a commercial reset in August 2024, Golar is contractually entitled to receive daily payments for the period from January 10, 2024, when FLNG Gimi arrived at the hub, until the COD. Under the arrangements and based on BP’s latest timeline, Golar expects to receive USD 220.0 million across 2024 and 2025 in pre-COD compensation, inclusive of milestone bonuses. Pre-COD compensation, net of USD 110.0 million of liquidated damages previously paid to BP, is being deferred on the balance sheet. FLNG Gimi commissioning has commenced, and based on BP’s latest project schedule, COD is expected within Q2 2025. COD will trigger the start of the 20-year LOA and recognition of contractual payments comprised of capital and operating elements in both the balance sheet and income statement. These contractual payments are expected to be the annual equivalent of earnings before interest, tax, depreciation, and amortization of USD 215 million. Golar LNG owns 70% of Gimi MS Corporation and will therefore be entitled to USD 151 million. MK II FLNG Golar LNG has signed an EPC agreement with CIMC for a MK II FLNG vessel with an annual liquefaction capacity of 3.5 MTPA. Under the agreement with CIMC, Black & Veatch will provide its licensed PRICO® technology, perform detailed engineering and process design, specify and procure topside equipment and provide commissioning support for the FLNG topsides and liquefaction process, similar to Black & Veatch’s role in the construction of FLNG Hilli and FLNG Gimi. The Golar MK II design is an evolution of the MK I design of FLNG Hilli and FLNG Gimi and is also based on the conversion of an existing LNG carrier to a FLNG. The MK II design allows for a modularization of the construction process as well as further efficiency and operability advances based on learnings from previous experience on constructing and operating the Company’s existing FLNG assets. The project will utilize the 100% Golar owned LNG carrier Fuji LNG with a storage capacity of 148,500 m3. The total EPC price is USD 1.6 billion and the total budget for the MK II FLNG conversion is USD 2.2 billion. Of the USD 2.2 billion conversion budget, Golar has spent US 0.6 billion as of December 31, 2024. Conversion candidate Fuji LNG was delivered to CIMC’s yard in February 2025 and is expected to be redelivered to Golar as a MK II FLNG in Q4 2027. As part of the EPC agreement Golar also secured an option for a second MK II FLNG conversion slot at CIMC for delivery within 2028. Shipping LNG carriers transport LNG at negative 160 degrees Celsius internationally between liquefaction facilities and import terminals. LNG carriers include a sophisticated containment system that holds the LNG and provides insulation to reduce the amount of LNG that evaporates naturally during voyages.

Golar LNG Limited, 13 March 2025 Base Prospectus 17 LNG carriers are usually chartered to carry LNG pursuant to time-charter contracts, where a vessel is hired for a fixed period and the charter rate is payable to the owner monthly, in advance. LNG shipping historically has been transacted with long-term, fixed-rate time-charter contracts. Most shipping requirements for new LNG projects continue to be provided on a long-term basis, though the levels of spot voyages (typically consisting of a single voyage), short-term time-charters and medium-term time-charters have grown in recent years. As vessels age, new larger vessels with more efficient propulsion technology become available, emissions regulations tighten and initial long-term charters expire, ships become less economic and attractive to charter on new long fixed rate time charters. As a result, they are typically more exposed to the volatile spot, short- and medium-term charter markets. As of December 31, 2024, Golar had two LNG carriers, the 2004 built ST powered Fuji LNG and the 2003 built ST powered Golar Arctic. In early 2025 Fuji LNG completed a short-term charter and entered CIMC’s yard for conversion into Golar’s first MK II FLNG and Golar Arctic, which was unsuitable for conversion, was sold. Golar no longer operates in the shipping segment after the sale of the Golar Arctic. Corporate and other Golar Management Limited, the Company’s wholly-owned subsidiary which has its office in London, and its subsidiaries which have offices in Norway and Nigeria, together provide commercial, operational and technical support, crew management services and supervision and accounting and treasury services. Golar Management Limited is reimbursed for reasonable costs and expenses it incurs in connection with the provision of these services. Golar also has two Operations and Maintenance (“O&M”) contracts in respect of two formerly owned FSRUs, the LNG Croatia and Italis LNG. Golar has subcontracted Cool Company Ltd. to deliver the O&M services for both FSRUs on its behalf. Daily rates received in respect of the O&M of each FSRU are included in revenue while associated operating and maintenance costs together with Cool Company Ltd’s. management fees are included within Operating costs. 6.3 Significant new activities The current strength of LNG prices and favorable demand outlook together with rising costs of land-based liquefaction projects further increases the attractiveness of Golar’s lower-cost faster delivering FLNG solutions. This together with Golar’s strong operational track record is driving momentum for potential new FLNG projects. The Company is pursuing multiple constructive discussions in respect of additional FLNG opportunities in Latin America, West Africa, the Middle East and the Far East.

Golar LNG Limited, 13 March 2025 Base Prospectus 18 7 Organizational structure 7.1 Description of Issuer We were incorporated under the name Golar LNG Limited as an exempted company under the Bermuda Companies Act of 1981 in the Islands of Bermuda on May 10, 2001. Golar designs, converts, owns, and operates marine infrastructure that turns natural gas into LNG. As of December 31, 2024, our fleet is comprised of three FLNGs: the FLNG Hilli which is operational, FLNG Gimi which is moored offshore Mauritania and Senegal, undergoing commissioning activities and the Fuji LNG which is undergoing FLNG conversion. In addition, Golar had one remaining LNG carrier, Golar Arctic, which has since been sold. A simplified corporate structure is shown below. Please see Annex 3 for a list of significant subsidiaries. 7.2 Dependence upon other entities As a holding company, the Company is dependent upon the funds distributed to it by its subsidiaries. The funds consist mainly of FLNG liquefaction service and pre-COD fees. Therefore, the Company is dependent on the results of the operations of its subsidiaries.

Golar LNG Limited, 13 March 2025 Base Prospectus 19 8 Trend information 8.1 Prospects and financial performance There has been no material adverse change in the prospects of the Issuer since 31 December 2023, being the date of its last published audited financial statements. Since 30 September 2024, being the date for which financial information has been published to the date of the Base Prospectus, the company has sold its 23.5% interest in small-scale LNG affiliate, Avenir LNG Limited, for USD 39.1 million, purchased all outstanding minority interests the FLNG Hilli for USD 90.2 million and sold its last LNG carrier, Golar Arctic for USD 24.0 million. Other than this, there has been no significant change in the financial performance of the group since the end of the last financial period for which financial information has been published to the date of the Base Prospectus. 8.2 Known trends, uncertainties, demands, commitments, or events Elections in the United States and the transition of power from one administration to another has created uncertainty. In January 2025 the outgoing administration issued a blacklist of Chinese companies that have shipyards and financing arms. Whilst not accompanied by specific sanctions, it does appear to be aimed at discouraging US firms from dealing with those on the list. Should the list of entities be expanded further under the new administration to include specific entities we are engaged with, and should the blacklisting escalate to sanctions, this could significantly and adversely impact Golar’s ability to finance and take delivery of FLNGs. This could have a significant adverse impact on Golar’s financial position, results of operations and cash flows. It is not possible to accurately forecast the short-term and long-term impact of recent developments on Golar’s business as of the date of this base prospectus, except that until the date of this base prospectus there has been no impact on existing financings, shipyard contracts or on the status of future financing discussions. High LNG prices in recent years triggered a new cycle of investment in LNG, with >150 MTPA of capacity under construction. For a market that is currently ~400 MTPA, this amounts to significant supply growth. While a series of project delays have pushed out and smoothed the delivery timeline for this new supply, and demand levels have increased following Ukraine’s termination of a gas transit agreement with Russia, a record supply wave remains. Peak oversupply risk according to Morgan Stanley has been deferred to 2H27-28 vs. 2026 previously. More project delays and/or demand strength could potentially push this out, further easing any negative impact on LNG prices, however this is not possible to accurately forecast. Any significant reduction in LNG prices that might occur while the market digests excess supply could reduce the profitability of current FLNG contracts and our investment in SESA, as well as reduce customer appetite for additional FLNG’s. Nearer term, a cease-fire in Ukraine is to be welcomed if on just terms however it could also create a path to bring Russian supply back to market which would also likely suppress LNG and oil prices. A component of Golar’s current earnings is linked to gas and oil prices and there is a commodity linked component in the contract with PAE and SESA that is currently subject to certain conditions precedent. Prolonged low LNG and oil prices could adversely impact the financial position, results of operations and cash flows of Golar. They could also suppress the market for new LNG supply and therefore the contracting prospects for the currently uncontracted MK II FLNG on order.

Golar LNG Limited, 13 March 2025 Base Prospectus 20 9 Administrative, management and supervisory bodies 9.1 Information about persons Board of Directors For the members of the Board of Directors of the Company the description below sets out the names, business address and functions within the Issuer and an indication of the principal activities performed by them outside the Issuer where these are significant with respect to the Issuer: Name Position Business address Tor Olav Trøim Chairman of the Board, Director See clause 5.1.1 Daniel Rabun Director, Audit Committee member, Compensation Committee member and Nomination Committee member See clause 5.1.1 Thorleif Egeli Director, Audit Committee member See clause 5.1.1 Carl Steen Director, Compensation Committee Chairperson and Nomination Committee member See clause 5.1.1 Niels Stolt-Nielsen Director and Compensation Committee member See clause 5.1.1 Lori Wheeler Naess Director and Audit Committee Chairperson See clause 5.1.1 Georgina Sousa Director See clause 5.1.1 Mi Hong Yoon Secretary See clause 5.1.1 Tor Olav Trøim has served as a director of the Company since September 2011 and was appointed as the Chairman of the Board in September 2017. Mr. Trøim is founder and sole shareholder of Magni Partners (Bermuda) Limited (“Magni Partners”). He is the senior partner (and an employee) of Magni Partners’ subsidiary, Magni Partners Limited, in the U.K. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr. Trøim has over 30 years of experience in energy related industries in various positions. Before founding Magni Partners in 2014, Mr. Trøim was a Director of Sea Tankers Management Co. Ltd. from 1995 until September 2014. During this period, he was also CEO at Seadrill Limited, Frontline Ltd., Ship Finance International Limited and Golar LNG Partners LP. He was Chief Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985. Other directorships and management positions include Magni Sports AS (Director), Borr Drilling Limited (Chairman) and Stolt-Nielsen Limited. (Director). Mr. Trøim holds 3,782,913 shares in the Company, which is 3.62% of all outstanding common shares as of December 31, 2024. Daniel Rabun has served as Chairman of our Board from 2015 until 2017 and as a non-executive Director since 2017. Mr. Rabun also serves on our Audit Committee, Compensation Committee and Nomination Committee. He joined Ensco plc in 2006 as President and as a Board member, was appointed Chief Executive Officer in 2007 and was elected Chairman of the Board in 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in 2014 and as Chairman in 2015. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. Mr. Rabun was appointed as Chairman of the Board of HMH in 2024, has served as a non-executive Director and a member of the Compensation Committee of Borr Drilling Limited since 2023, and serves as non-executive Chairman of ChampionX Corporation where he is also a member of the Compensation Committee and Nomination Committee. Mr. Rabun also served on the Board of APA Corporation (formerly known as Apache Corporation) as a non-executive director between 2015 and 2024, where he was a member of the Corporate Responsibility, Governance and Nominating Committee and the Audit Committee. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree from Southern Methodist University. He has been a U.S. Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Thorleif Egeli was appointed as a director in September 2018 and has served as member of the Audit Committee since February 2023, respectively. Until May 2018, Mr. Egeli was Vice President of Schlumberger Production Management – North America managing the non-operating Exploration & Production (“E&P”) assets for Schlumberger in the US, Canada and Argentina. Prior to this he held a number of senior positions within Schlumberger having begun his career with Schlumberger in 1990 as a field engineer. Between October 2009 and April 2013, Mr. Egeli held a number of positions within Archer including President Latin America, Corporate Marketing and Chief Operating Officer; before re-joining Schlumberger in 2013. Appointed in June 2018, Mr. Egeli

Golar LNG Limited, 13 March 2025 Base Prospectus 21 also serves on the Board of Directors of Stimline, an international well intervention and completion company headquartered in Kristiansand Norway. Mr. Egeli holds a Master of Science (MSc) in Mechanical Engineering and an MBA from Rotterdam School of Management, Holland. Carl Steen has served as a director since January 2015. Mr. Steen was also appointed as the Compensation Committee Chairperson and currently serves on the Nomination Committee. Mr. Steen stepped down from our Audit Committee in February 2023. From August 2012 until the completion of Golar LNG Partners LP (GMLP) merger with New Fortress Energy Inc., Mr. Steen served as a director of GMLP. Mr. Steen graduated in 1975 from ETH Zurich Switzerland with a MSc in Industrial and Management Engineering. After working for a number of high- profile companies, Mr. Steen joined Nordea Bank from January 2001 to February 2011 as head of the bank’s Shipping, Oil Services & International Division. Mr. Steen holds directorship positions in various Norwegian and international companies including Himalaya Shipping Ltd, Belships ASA and Wilhelmsen Holding ASA, where he is chairman of the Board of Directors. Niels Stolt-Nielsen has served as a director since September 2015 and serves on the Compensation Committee. He currently serves as Chairman and a member of the Audit and Compensation Committees of Stolt-Nielsen Limited, after serving as CEO from 2000 to 2023. Mr. Stolt-Nielsen graduated from Hofstra University in 1990 with a BS degree in Business and Finance, and brings with him extensive shipping, logistical and strategic leadership experience. Mr. Stolt-Nielsen is also the Chairman of the Board of Avenir LNG. Mr. Stolt-Nielsen holds 2,762,132 shares in the Company, which is 2.64% of all outstanding common shares as of December 31, 2024. Lori Wheeler Naess has served as a non- executive director and Audit Committee Chairperson since 2016 and is Chairperson of Golar’s Safety, Environment and Ethics Committee. Ms. Naess is a VP of Financial Accounting at Cognite Holding AS, serves on the Board, Corporate Governance Committee, Nominating Committee, and Audit Committee of Opera Limited, a U.S.-listed company, and since 2024 as a non-executive board member and Audit committee Chairperson of 2020 Bulkers Ltd. Ms. Naess was a director at PricewaterhouseCoopers in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012, she was a Senior Advisor for the Financial Supervisory Authority in Norway and prior to this she was also with PricewaterhouseCoopers in roles in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive). Georgina Sousa has served as a director since September 2019. She also served as company secretary from May 2019 until March 2022. She currently serves as a director of Himalaya Shipping Ltd. Ms. Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her retirement in March 2022. She previously served as a director and company secretary of Borr Drilling Limited and 2020 Bulkers Ltd from February 2019 to February 2022. Prior to joining GMBL, Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018. Ms. Sousa also served as a director and company secretary of Frontline Ltd., and various related publicly listed companies during that period. Until January 2007, Ms. Sousa was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms. Sousa was employed by the Bermuda law firm of Appleby, Spurling & Kempe as secretary and from 1982 to 1993, she was employed by the Bermuda law firm of Cox & Wilkinson as senior company secretary. Mi Hong Yoon was appointed as Secretary of Golar LNG Limited in February 2022. Ms. Yoon graduated from the University of New South Wales in 2005. She has worked various positions in the Telstra Group including Legal Counsel and most recently held the position as Chief Legal, Regulatory and Compliance officer with Digicel. Management For the members of the Executive Management of the Company the description below sets out the names, business address and functions within the Issuer and an indication of the principal activities performed by them outside the Issuer where these are significant with respect to the Issuer: Name Position Business address Karl Fredrik Staubo Chief Executive Officer See clause 5.1.1 Eduardo Maranhão Chief Financial Officer See clause 5.1.1 Ragnar Nes Chief Operating Officer See clause 5.1.1 Morten Skjong Federico Petersen Chief Technical Officer Chief Commercial Officer See clause 5.1.1 See clause 5.1.1

Golar LNG Limited, 13 March 2025 Base Prospectus 22 Karl Fredrik Staubo was appointed Chief Executive Officer in May 2021. Prior to this role he acted as Golar LNG's Chief Financial Officer from September 2020 and as Chief Executive Officer of Golar LNG Partners LP from May 2020 to April 2021. Before joining Golar, Mr. Staubo spent 10 years advising and investing in Shipping, Energy and Infrastructure companies with Magni Partners Ltd. (2018-2020) and Clarksons Platou Securities (2010-2018). During his time with Magni Partners, Mr. Staubo also worked as an advisor to the Golar Group. At Clarksons Platou Securities he worked in the Corporate Finance division, including as Head of Shipping, Investment Banking (2015- 2018). He has a MA (Business Studies and Economics) from the University of Edinburgh. Eduardo Maranhão has served as Chief Financial Officer since May 2021. Prior to assuming this position Mr. Maranhão served as CFO of former affiliate company Hygo Energy Transition Ltd. Mr. Maranhão has also served as both CEO and as a director of Centrais Electricas de Sergipe S.A, and as a partner at Magni Partners. Mr. Maranhão has vast experience in international energy projects and infrastructure financing having worked at different financial institutions including Lakeshore Partners, Santander, Credit Agricole, Banco Votorantim and Citibank. Mr. Maranhão holds a Bachelor of Business Administration from Universidade de Pernambuco in Brazil and has completed a Management Acceleration Programme from INSEAD in France. Ragnar Nes joined Golar in November 2017 and was appointed COO in April 2022 after having served as Head of FLNG since March 2018. Before joining Golar Ragnar served as Operations Manager and Asset Manager for FPSO’s in Fred Olsen, Yinson and BW Offshore for 10 years. Prior to joining offshore oil and gas Ragnar held various positions in ship management for Odfjell and Wilhelmsen. Ragnar has also worked with DNV and started his career at sea as an electrician onboard submarines in the Royal Norwegian Navy. Ragnar has an MSc degree in Electrical Engineering from the NTNU technical university in Trondheim. Morten Skjong was appointed Chief Technical Officer in December 2024. He has held various roles since he joined Golar in 2016, most recently as Project Manager for the Mk II FLNG project. For several years he has also managed front end business development opportunities and served in the project management team of the FLNG Gimi project. Mr. Skjong joined Golar from Safetec Nordic AS, where he worked as an advisor to energy companies on safety and risk management frameworks and process safety. He has a MSc degree in Industrial Mathematics from the Norwegian University of Science Technology in Trondheim, Norway. Federico Petersen joined Golar as Chief Commercial Officer in April 2024. Prior to this, he was a member of the Executive Management Team of VTTI, one of the largest liquid bulk storage operators worldwide, where he held the position of Global Head of Business Development. Before that, Federico spent 18 years in senior M&A and Business Development positions at Schlumberger, Equinor, BG Group and Wintershall, where he led, originated and executed asset and corporate transactions in the energy space (upstream, storage, LNG, power generation) around the globe. He also worked with PwC in Argentina where he started his career as an Actuary. Federico is based in the United Kingdom and holds a BSc Actuarial Science from Universidad de Buenos Aires and an MBA from London Business School. 9.2 Administrative, management and supervisory bodies conflicts of interest There are no potential conflicts of interest between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and/or other duties.

Golar LNG Limited, 13 March 2025 Base Prospectus 23 10 Major shareholders 10.1 Ownership As of December 31, 2024, there were 104,534,703 common shares (par value $1.00 per share) issued and outstanding. An overview of the Company’s major shareholders and ownership percentage as of 31 December 2024 is set out in the table below: Shareholder Number of shares Ownership (%) Naria Inc. 9,159,166 8.76 %* Rubric Capital Management LP 6,535,062 6.25 % Blackrock Institutional Trust 5,267,423 5.04 % Cobas Asset Management SGIIC, SA 4,799,405 4.59 % Tor Olav Troim 3,782,913 3.62 % Donald Smith & Co. 3,025,332 2.89 % Niels Stolt-Nielsen 2,762,132 2.64 % HOOPP Investment Management 2,637,000 2.52 % Millenium Management 2,393,161 2.29 % Philosophy Capital Management LLC 2,362,027 2.26 % State Street Global Advisors (US) 2,003,665 1.92 % Fidelity International 1,943,472 1.86 % Steinberg Asset Management, LLC 1,522,592 1.46 % Fidelity Institutional Asset Management 1,480,540 1.42 % J. Goldman & Co. 1,443,406 1.38 % Geode Capital Management 1,302,442 1.25 % Nuveen LLC 1,156,790 1.11 % Clearline Capital LP 1,147,860 1.10 % American Century Investment Management 1,102,517 1.05 % The Vanguard Group 1,086,623 1.04 % The Company’s major shareholders have the same voting rights as all other common shareholders. *Based on a 13G filing, we understand that this shareholder’s position is currently around 9.9%. The position above is based on estimates provided by Nasdaq Corporate Solutions International Limited. 10.2 Change of control of the company There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Golar LNG Limited, 13 March 2025 Base Prospectus 24 11 Financial information concerning the Company's assets and liabilities, financial position and profits and losses 11.1 Historical Financial Information for the Company The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). There may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information rather than U.S GAAP. A summary of the Company’s significant accounting policies is set forth in Note 2 of the Notes to the Consolidated Financial Statements in the Annual Report 2023, pages F-12 to F-24, as updated in Note 2 of the Notes to the Unaudited Consolidated Financial Statements included in the Interim Report Q2 2024 and Interim Report Q3 2024. According to the Regulation (EU) 2017/1129 of the European Parliament and of the Council, the historical financial information and financial statements are incorporated by reference to the 2023 and 2022 Annual Reports, Interim Report Q2 2024 and Interim Report Q3 2024. See Cross Reference List for complete details. rly Report Interim Report Annual Report Q3 2024 Q2 2024 2023 2022 Page(s) Page(s) Page(s) Page(s) Golar LNG Limited Consolidated Financial Statements Consolidated Statements of Operations 13 13 F-5 F-5 Consolidated Balance Sheets 15 15 F-7 F-7 Consolidated Statements of Cash Flows 16 16 F-8 F-8 Notes to the consolidated financial statements 19 – 38 19 – 37 F-12 – F-67 F-12 – F-69 The Interim Reports have not been audited or reviewed. On February 27, 2025, we published our trading updates and preliminary (unaudited) financial information for the quarter and year ended December 31, 2024. 11.2 Auditing of historical annual financial information The Company’s annual financial statements for the years ended December 31, 2023 and 2022 were audited by Ernst & Young LLP. Please see Section 4. The audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). A statement of audited historical financial information is given in the Annual Report 2023, pages F-2 to F-4, and Annual Report 2022, pages F-2 to F-4. No other information in the document has been audited by the Company’s auditors. 11.3 Legal and arbitration proceedings There has been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer and/or Group's financial position or profitability.

Golar LNG Limited, 13 March 2025 Base Prospectus 25 11.4 Significant change in the Group’s financial position Other than the below, there has not occurred any significant change in the financial position of the Group since 30 September 2024, being the end of the last financial period for which interim financial information has been published. On December 24, 2024 Golar agreed to acquire Seatrium and Black & Veatch’s minority ownership interests in the FLNG Hilli. The acquisitions comprised all third-party interests in the asset, including a total of 5.45% common units, 10.9% Series A shares and 10.9% Series B shares. The total consideration for the acquisitions was USD 90.2 million, of which USD 59.9 million was in equity. The USD 30.3 million balance was comprised of a pro-rata share in the existing FLNG Hilli debt facility that we already consolidate. In addition, Seatrium and Golar agreed to resolve other remaining open items, resulting in a USD 7.2 million payment by Golar to Seatrium in relation to a FLNG Hilli Train 3 utilization bonus and settlement of historical work related to former Golar owned LNGC, the Golar Gandria. Following these resolutions there are no outstanding contractual arrangements between Seatrium and Golar related to existing assets. On January 27, 2025, Golar sold its 23.5% interest in non-core small-scale LNG shipping affiliate, Avenir LNG Limited, for net cash proceeds of USD 39.1 million. On February, 13, 2025, Golar entered into an agreement to sell its last LNG carrier, the unencumbered 100% owned ST Golar Arctic, for cash proceeds of USD 24.0 million. On February 27, 2025, we declared a dividend of $0.25 per share in respect of the three months ended December 31, 2024 to shareholders of record on March 11, 2025, which will be paid on or about March 18, 2025.

Golar LNG Limited, 13 March 2025 Base Prospectus 26 12 Documents available For the term of the Base Prospectus, the following documents (or copies thereof) can be inspected at the offices or on the Issuer’s website as specified in section 5.1.1 of this Base Prospectus: (a) the up to date Memorandum of Association and Bye-Laws of the issuer; and (b) all reports, letters, and other documents, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the Base Prospectus.

Golar LNG Limited, 13 March 2025 Base Prospectus 27 13 Financial instruments that can be issued under the Base Prospectus The Base Prospectus, as approved in accordance with the EU Prospectus Regulation 2017/1129, allows for Bonds to be offered to the public or admitted to trading on a regulated market situated or operating within any EEA country. This chapter describes the form, type, definitions, general terms and conditions, return and redemption mechanisms, rating and template for Final Terms associated with the Bonds. Risk factors related to the Bonds are described in Chapter 1 Risk Factors. 13.1 Securities Form A Bond is a financial instrument as defined in the Norwegian Securities Trading Act (Verdipapirhandelloven) § 2-2. The Bonds are electronically registered in book-entry form with the Securities Depository. 13.2 Security Type Borrowing limit – tap issue The Loan may be either open or closed for increase of the Borrowing Amount during the tenor. A tap issue can take place until five banking days before the Maturity Date. If the issue is open, the First Tranche and Borrowing Limit will be specified in the applicable Final Terms. Return Fixed Rate (FIX) A Bond issue with a fixed Interest Rate will bear interest at a fixed rate as specified in the applicable Final Terms. The Interest Rate will be payable quarterly, semi-annually or annually on the Interest Payment Dates as specified in the applicable Final Terms. The Interest Rate will be payable quarterly or semi-annually on the Interest Payment Dates as specified in the applicable Final Terms. The relevant Reference Rate, the Margin, the Interest Payment Dates and the then current Interest Rate will be specified in the applicable Final Terms. Redemption The Loan will mature in full at the Maturity Date at a price equal to 100 per cent. of the nominal amount, or at the Redemption Price as specified in the Final Terms if the Issuer does not, on or before the Target Observation Date, deliver written evidence (to the Bond Trustee's satisfaction) that any applicable Sustainability Performance Target has been met, as confirmed by the External Verifier in accordance with customary procedures. The Issuer may have the option to prematurely redeem the Loan in full at terms specified in the applicable Final Terms. The Bondholders may have the right to require that the Issuer purchases all or some of the Bonds held by that Bondholder at terms specified in the applicable Final terms. Security The Bonds may be either secured or unsecured. Details will be specified in the applicable Final Terms. Negative pledge The Bonds may have negative pledge clause. Details will be specified in the applicable Final Terms.

Golar LNG Limited, 13 March 2025 Base Prospectus 28 13.3 Definitions This section includes a summary of the definitions set out in any Bond Terms as well as certain other definitions relevant for this Prospectus. The Bond Trustee may amend the definitions in the Bond Terms for any new issue of bonds during the tenor of this Base Prospectus. This may cause the definitions in this Base Prospectus to be incorrect and no longer valid for such new issues of bonds. If the definitions in this Base Prospectus at any point in time no longer represents the correct understanding of the definitions set out in the Bond Terms, the Bond Terms shall prevail. The Bond Terms are attached to the Final Terms. Additional Bonds: Means Bonds issued under a Tap Issue, including any Temporary Bonds as defined in the Bond Terms. Attachment: Means any schedule, appendix or other attachment to the Bond Terms. Base Prospectus: This document. Describes the Issuer and predefined features of Bonds that can be listed under the Base prospectus, as specified in the Prospectus Regulation (EU) 2017/1129. Valid for 12 months after it has been published. In this period, a prospectus may be constituted by the Base Prospectus, any supplement(s) to the Base Prospectus and a Final Terms for each new issue. Bond Issue/Bonds/ Notes/the Loan: Means (i) the debt instruments issued by the Issuer pursuant to the Bond Terms, including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time. Bond Terms: The terms and conditions, including all Attachments which form an integrated part of any Bond Terms to be listed under this Base Prospectus, in each case as amended and/or supplemented from time to time. Bond Trustee: Nordic Trustee AS, Postboks 1470 Vika, 0116 Oslo, or its successor(s) Website: https://nordictrustee.com The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of the Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others. The Bond Trustee shall represent the Bondholders in accordance with the finance documents. The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer or any other obligor unless to the extent expressly set out in the Bond Terms, or to take any steps to ascertain whether any event of default has occurred. The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the finance documents. Bondholder: A person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to the Bondholders’ rights in the Bond Terms. Bondholders’ decisions: The Bondholders’ Meeting represents the supreme authority of the Bondholders community in all matters relating to the Bonds and has the power to make all decisions altering the terms and conditions of the Bonds, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes. At the Bondholders’ meeting each Bondholder may cast one vote for each voting bond owned at close of business on the day prior to the date of the Bondholders’ meeting in the records registered in the Securities Depository. In order to form a quorum, at least half (1/2) of the voting bonds must be represented at the Bondholders' meeting. See also the clause for repeated Bondholders’ meeting in the Bond Terms. Resolutions shall be passed by simple majority of the votes at the Bondholders' Meeting, however, a majority of at least 2/3 of the voting bonds represented at the Bondholders’ Meeting is required for any waiver or amendment of any terms of the Bond Terms.

Golar LNG Limited, 13 March 2025 Base Prospectus 29 (For more details, see also the clause for Bondholders’ decisions in the Bond Terms) Bondholders rights: Bondholders' rights are specified in the Bond Terms. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms. Borrowing Limit – Tap Issue and Borrowing Amount/First Tranche Borrowing Limit – Tap Issue is the maximum issue amount for an open Bond issue. Borrowing Amount/First Tranche is the borrowing amount for a closed Bond Issue, eventually the borrowing amount for the first tranche of an open Bond Issue. Borrowing Limit – Tap Issue and Borrowing Amount/First Tranche will be specified in the Final Terms. Business Day: A day on which both the relevant CSD settlement system and the USD settlement system are open, and banks generally are open for business in Oslo and New York. Business Day Conventon: If the last day of any Interest Period originally falls on a day that is not a Business Day, the Interest Payment Date will be as follows: If Fixed Rate, the Interest Payment Date shall be postponed to the next day which is a Business Day (Following Business Day convention). However, no adjustment will be made to the Interest Period. If FRN, the Interest Period will be extended to include the first following Business Day unless that day falls in the next calendar month, in which case the Interest Period will be shortened to the first preceding Business Day (Modified Following Business Day convention). The Interest Period is adjusted accordingly. Calculation Agent: The Bond Trustee, if not otherwise stated in the applicable Final Terms. Call Option: The Final Terms may specify that the Issuer is entitled to redeem (all or some of) the Outstanding Bonds prior to the Maturity Date. In such case the Call Date(s), the Call Price(s) and the Call Notice Period will be specified in the Final Terms. Change of Control Event: Means a person or group of persons acting in concert gaining Decisive Influence over the Issuer. Currency: The currency in which the bond issue is denominated. Currency will be specified in the Final Terms. Day Count Convention: The convention for calculation of payment of interest; a) If Fixed Rate, the interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each and, in case of an incomplete month, the actual number of days elapsed (30/360-days basis), unless: (i) the last day in the relevant Interest Period is the 31st calendar day but the first day of that Interest Period is a day other than the 30th or the 31st day of a month, in which case the month that includes that last day shall not be shortened to a 30–day month; or (ii) the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month. (b) If FRN, the interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis). De-Listing Event: Means if the Issuer’s common shares are delisted from NASDAQ and, simultaneously, the Issuer’s common shares are not listed on an Exchange.

Golar LNG Limited, 13 March 2025 Base Prospectus 30 Decisive Influence: A person having, as a result of an agreement or through the ownership of shares, units or other equity instruments in another person (directly or indirectly): (a) a majority of the voting rights in that other person; or (b) a right to elect or remove a majority of the members of the board of directors of that other person. Denomination – Each Bond / Nominal Amount: The nominal amount of each Bond. Denomination of each bond will be specified in the Final Terms. Disbursement Date / Issue Date Date of bond issue. On the Issue Date the bonds will be delivered to the Bondholder’s VPS-account against payment or to the Bondholder’s custodian bank if the Bondholder does not have his/her own VPS-account. The Issue Date will be specified in the Final Terms. Disposal Event: Means an event where: the Issuer’s ownership share in FLNG Gimi or FLNG Hilli are sold or disposed to a third party through an asset sale or sale of shares (other than a sale and leaseback transaction where the Issuer and/or its Subsidiaries remain in control of the relevant FLNG Unit), provided that a part sale shall not constitute a Disposal Event as long as the Issuer maintains an aggregate ownership interest in each of the FLNG Units of no less than 51 per cent. Early redemption option due to a tax event: The Final Terms may specify that the Issuer is entitled to redeem (all or some of) the Outstanding Bonds prior to the Maturity Date due to a tax event. In such case the terms of the early redemption option will be specified in the Final Terms. Exchange: Means: (a) Oslo Børs (the Oslo Stock Exchange); or (b) any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR). External Verifier: Means any qualified provider of third-party assurance or attestation services appointed by the Issuer (acceptable to the Bond Trustee) to review and confirm the Issuer’s performance against an applicable Sustainability Performance Target. Final Terms: Document describing securities as specified in Prospectus Regulation (EU) 2017/1129, prepared as part of the Prospectus. Final Terms will be prepared for each new security as specified in Prospectus Regulation (EU) 2017/1129, issued by the Issuer. The template for Final Terms has been approved by the Norwegian FSA, as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves the template for Final Terms as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of the quality of the securities that are subject of the Final Terms. Investors should make their own assessment as to the suitability of investing in the securities. Global Coordinator The bond issue’s global coordinator(s), as specified in the Final Terms Interest Determination Date(s): In the case of NIBOR: Second Oslo business day prior to the start of each Interest Period. Interest Determination Date(s) for other Reference Rates, see Final Terms. Interest Payment Date(s): The Interest Rate is paid in arrears on the last day of each Interest Period. Any adjustment will be made according to the Business Day Convention. The Interest Payment Date(s) will be specified in the Final Terms.

Golar LNG Limited, 13 March 2025 Base Prospectus 31 Interest Period: The first Interest Period runs from and including the Issue Date to but excluding the first Interest Payment Date. The subsequent Interest Periods run from and including an Interest Payment Date to but excluding the next Interest Payment Date. The last Interest Payment Date corresponds to the Maturity Date. Interest Rate: Rate of interest applicable to the Bonds; (i) If Fixed Rate, the Bonds shall bear interest at the percentage rate per annum (based on the Day Count Convention) (ii) If FRN, the Bonds shall bear interest at a rate per annum equal to the Reference Rate plus a Margin (based on the Day Count Convention). Interest Rate or Reference Rate may be deemed to be zero. The Interest Rate is specified in Final Terms. ISIN: International Securities Identification Number for the Bond Issue. ISIN is specified in Final Terms. Issuer: Golar LNG Limited is the Issuer under the Base Prospectus. Issuer’s Bonds: Means any Bonds which are owned by the Issuer or any affiliate of the Issuer. Issue Price: The price in percentage of the Denomination, to be paid by the Bondholders at the Issue Date. Issue price will be specified in Final Terms. Joint Lead Manager: The bond issue’s joint lead manager(s), as specified in the Final Terms. LEI-code: Legal Entity Identifier (LEI), is a 20-character reference code to uniquely identify legally distinct entities that engage in financial transactions. LEI-code is specified in Final Terms. Listing: Listing of a bond issue on an Exchange is due to the Base Prospectus, any supplement(s) to the Base Prospectus and a Final Terms. An application for listing will be sent after the Disbursement Date and as soon as possible after the Prospectus has been approved by the Norwegian FSA. Bonds listed on an Exchange are freely negotiable. See also Market Making. Market Making: For Bonds listed on an Exchange, a market-maker agreement between the Issuer and a Global Coordinator or Joint Lead Manager may be entered into. This will be specified in the Final Terms. Margin: The margin, specified in percentage points, to be added to the Reference rate. Margin will be specified in the Final terms. Maturity Date: The date the bond issue is due for payment, if not already redeemed pursuant to a Call Option, Put Option or Early redemption option due to a tax event. The Maturity Date coincides with the last Interest Payment Date and is adjusted in accordance with the Business Day Convention. The Maturity Date is specified in the Final Terms. Outstanding Bonds: Means any Bonds not redeemed or otherwise discharged.

Golar LNG Limited, 13 March 2025 Base Prospectus 32 The Issuer will issue on the Issue date the first tranche of the bond issue as specified in Final Terms. During the term of the bond issue, new tranches may be issued up to the Borrowing Limit, as specified in the Final Terms. Paying Agent: The entity designated by the Issuer to be in charge of keeping the records for the bond issue in the Securities Depository. The Paying Agent is specified in the Final Terms. Prospectus: The Prospectus consists of the Base Prospectus, any supplement(s) to the Base Prospectus and the relevant Final Terms prepared in connection with application for listing on an Exchange. Put Option: The Final Terms may specify that upon the occurrence of a Put Option Event, each Bondholder will have the right to require that the Issuer purchases all or some of the Bonds held by that Bondholder. In such case the exercise procedures, the repayment date and put price will be specified in the Final Terms. Put Option Event: Means a Change of Control Event, a De-Listing Event, a Disposal Event or a Total Loss Event. Redemption: The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date (if not already redeemed pursuant to a Call Option, Put Option or Early redemption option due to a tax event) at (a) a price equal to 100 per cent. of the Nominal Amount; or (b) the Redemption Price if the Issuer does not, on or before the Target Observation Date, deliver written evidence (to the Bond Trustee's satisfaction) that an applicable Sustainability Performance Target has been met, as confirmed by the External Verifier in accordance with customary procedures. Redemption Price: The price determined as a percentage of the Denomination to which the bond issue is to be redeemed, as specified in the Final Terms. Reference Rate: For FRN, the Reference Rate shall be NIBOR or any other rate as specified in the Final Terms, which appears on the Relevant Screen Page as at the specified time on the Interest Determination Date in question. The Reference Rate, the Relevant Screen Page, the specified time, information about the past and future performance and volatility of the Reference Rate and any fallback provisions will be specified in Final Terms. Relevant Screen Page: For FRN, an internet address or an electronic information platform belonging to a renowned provider of Reference Rates. The Relevant Screen Page will be specified in the Final Terms. Securities Depository /CSD: The securities depository in which the bonds are registered, in accordance with the Norwegian Act of 2019 no. 6 regarding Securities depository. Unless otherwise specified in the Final Terms, the following Securities Depository will be used: Norwegian Central Securities Depository (“Verdipapirsentralen” or ”VPS”), P.O. Box 4, 0051 Oslo. Sustainability Linked Bond Framework: Means a Sustainability Linked Bond Framework adopted by the Issuer establishing the Issuer's sustainability strategy priorities and goals with respect to the Sustainability Performance Target. Sustainability Performance Target: Means the sustainability performance target set out in the Sustainability Linked Bond Framework. Tap Issues: The Issuer may, provided that the conditions set out in the Bond Terms are met, at one or more occasions up until, but excluding, the Maturity Date or any earlier date when the Bonds have

Golar LNG Limited, 13 March 2025 Base Prospectus 33 been redeemed in full, issue Additional Bonds until the aggregate nominal amount of the Bonds outstanding equals in aggregate the maximum issue amount (less the aggregate nominal amount of any previously redeemed Bonds) If N/A is specified in the Borrowing Limit in the Final Terms, the Issuer may not make Tap issues under the Bond Terms. Target Observation Date: Means the date falling one (1) month prior to the Maturity Date, provided that if such date is not a Business Day, it shall mean the next proceeding Business Day. Temporary Bonds: If the Bonds are listed on an Exchange and there is a requirement for a supplement to the Base Prospectus in order for the Additional Bonds to be listed together with the Bonds, the Additional Bonds may be issued under a separate ISIN which, upon the approval of the supplement, will be converted into the ISIN for the Bonds issued on the initial Issue Date. The Bond Terms governs such Temporary Bonds. The Issuer shall inform the Bond Trustee, the Exchange and the Paying Agent once such supplement is approved. Total Loss Event: Means in respect of an actual or constructive total loss of any of the FLNG Units, the date on which the insurance proceeds (in respect of the relevant FLNG Unit) are received by the relevant Group Company, but in no event later than 180 days after the relevant total loss event having occurred. Yield: For bond issue with fixed rate, yield is dependent on the market price and number of Interest Payment Dates. The yield is calculated in accordance with «Anbefaling til Konvensjoner for det norske sertifikat- og obligasjonsmarkedet version 6» prepared by Forening for Finansfag in June 2024: https://finansfag.no/wp-content/uploads/2024/06/Rentekonvensjon- 6.0_oppdatert_26.06.2024_final.pdf Yield is specified in Final Terms. 13.4 General terms and conditions These general terms and conditions summarize and describe the general terms and conditions set out in any Bond Terms as of the date of this prospectus. The Bond Terms are attached to the Final Terms. Going forward, the Bond Trustee may amend the general terms and conditions in the Bond Terms for any new issue of bonds during the tenor of this Base Prospectus. This may cause the general terms and conditions in this Base Prospectus to be no longer valid for such new issues of bonds. If the general terms and conditions in this Base Prospectus at any point in time no longer represents the correct understanding of the general terms and conditions set out in the Bond Terms, the Bond Terms shall prevail. 13.4.1 Use of proceeds Net proceeds from the issuance of the Bonds will be applied towards capital expenditure, refinancing of debt and general corporate purposes. Other use of proceeds will be specified in the Final Terms. 13.4.2 Publication This Base Prospectus, any supplement(s) to this Base Prospectus and the Final Terms will be available for inspection at the offices of Golar LNG Limited, 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda or on the Issuer’s website at https://www.golarlng.com. The Prospectus will be published by a stock exchange announcement.

Golar LNG Limited, 13 March 2025 Base Prospectus 34 13.4.3 Redemption Matured interest and matured principal will be credited to each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of 18 May 1979 no 18, p.t. 3 years for interest rates and 10 years for principal. 13.4.4 Fees, Expenses and Tax legislation The tax legislation of the investor’s Member State and of the Issuer’s country of incorporation may have an impact on the income received from the securities. The Issuer shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. 13.4.5 Security Depository and secondary trading The Bonds are electronically registered in book-entry form with the Securities Depository, see also the definition of "Securities Depository". Securities Depository is specified in the Final Terms. Secondary trading will be made over an Exchange for Bonds listed on a marketplace. See also definition of “Market Making”. Prospectus fee for the Base Prospectus including templates for Final Terms is NOK 98,000. In addition, there is a listing fee for listing of the Bonds in accordance with the current price list of the Exchange. The listing fees will be specified in the Final Terms. 13.4.6 Status of the Bonds and Security The Bonds will constitute senior unsecured debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu with all other senior obligations of the Issuer other than obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. The Bonds are unsecured. 13.4.7 Bond Terms The Bond Terms have been entered into between the Issuer and the Bond Trustee. The Bond Terms regulate the Bondholders’ rights and obligations in relation to the bond issue. The Bond Trustee enters into the Bond Terms on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Terms. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. The Bond Terms will be attached to the Final Terms for each Bond issue and is also available through the Global Coordinators and the Joint Bookrunners, the Issuer and the Bond Trustee. 13.4.8 Legislation The Bonds are created under, governed by and construed in accordance with Norwegian law. The Company is a corporation organised under the laws of Bermuda. The Company operates under the provisions of the Bermuda Companies Law of 1981.

Golar LNG Limited, 13 March 2025 Base Prospectus 35 13.4.9 Approvals The Bonds will be / have been issued in accordance with the Issuer’s Board of Directors approval. The date of the Issuer’s Board of Directors approval will be specified in the Final Terms. The Base Prospectus has been submitted to the Norwegian Financial Supervisory Authority (Finanstilsynet) before listing of the Bonds takes place. Final Terms will be submitted to Finanstilsynet for information in connection with an application for listing of a Bond Issue. The Base prospectus will not be the basis for offers for subscription in bonds that are not subject to a prospectus obligation. 13.4.10 Restrictions on the free transferability of the securities Any restrictions on the free transferability of the securities will be specified in the Final Terms. 13.5 Return and redemption Bonds may have return and redemption mechanisms as explained below. The relevant Final Terms refer to these mechanisms and provide relevant parameter values for the specific bond issue. 13.5.1 Bonds with fixed rate 13.5.1.a Return (interest) The interest rate is specified in Interest Rate (i). Payment of the Interest Rate is calculated on basis of the Day Count Convention (a). The Interest Rate is paid in arrears on each Interest Payment Date. The first Interest Period runs from and including the Issue Date to but excluding the first Interest Payment Date. The subsequent Interest Periods run from and including an Interest Payment Date to but excluding the next Interest Payment Date. The last Interest Payment Date corresponds to the Maturity Date. The Interest Rate and the Interest Payment Dates will be specified in the applicable Final Terms. Interest calculation method for secondary trading is given by act/365 for bond issue with fixed rate. 13.5.1.b Redemption Redemption is made in accordance with the definition of Redemption. 13.6 Rating The Issuer has not been rated. The Bonds have not been rated. 13.7 Final Terms Template for Final Terms for fixed rate bond issue, see Appendix 2.

Golar LNG Limited, 13 March 2025 Base Prospectus 36 14 Third party information and statement by experts and declarations of any interest 14.1 Third party information Golar is the only independent provider of FLNG as a service. FLNG is a niche business with only eight on the water and five under construction, spread across seven owners. As a result, there is no third-party research on the FLNG market referred to within this base prospectus.

Golar LNG Limited, 13 March 2025 Base Prospectus 37 Cross reference list Reference in Base Prospectus Refers to Details 11.1 Historical Financial Information for the Company Preliminary (unaudited) financial information and trading update for the quarter and year ended December 31, 2024 https://www.golarlng.com/investors/pres s-releases/pr- story.aspx?ResultPageURL=https://rss. globenewswire.com/HexMLItem/Content /FullText/Attachments/All/Identifier/3033 670/language/en Highlights on our preliminary fourth quarter and year ended December 31, 2024 results Unaudited condensed consolidated primary financial statements (excluding notes) Interim Report Q3 2024 available at https://www.sec.gov/ix?doc=/Archi ves/edgar/data/1207179/0001207 17924000013/glng-20240930.htm Consolidated Statements of Operations, page 13 Consolidated Balance Sheets, page 15 Consolidated Statements of Cash Flows, page 16 Interim Report Q2 2024 available at https://www.sec.gov/ix?doc=/Archi ves/edgar/data/1207179/0001207 17924000009/glng-20240630.htm Consolidated Statements of Operations, page 13 Consolidated Balance Sheets, page 15 Consolidated Statements of Cash Flows, page 16 Annual Report 2023, available at https://www.golarlng.com/investor s/annual-reports/2023.aspx Consolidated Statements of Operations, page F-5 Consolidated Balance Sheets, page F-7 Consolidated Statements of Cash Flows, page F-8 Notes to the consolidated financial statements, pages F-12 – F-67 Annual Report 2022, available at https://www.golarlng.com/investor s/annual-reports/2022.aspx Consolidated Statements of Operations, page F-5 Consolidated Balance Sheets, page F-7 Consolidated Statements of Cash Flows, page F-8 Notes to the consolidated financial statements, pages F-12 – F-69 11.2 Auditing of historical annual financial information Annual Report 2023, available at https://www.golarlng.com/investor s/annual-reports/2023.aspx Auditors’ report, pages F-2 – F-4 Annual Report 2022, available at https://www.golarlng.com/investors/annu al-reports/2022.aspx Auditors’ report, pages F-2 – F-4 Memorandum of Association and Bye-Laws https://www.golarlng.com/investors/legal /memorandum-of-association-and-bye- laws.aspx References to the documents mentioned above are limited to information given in “Details”, e.g. that the non- incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

Golar LNG Limited, 13 March 2025 Base Prospectus 38 Global Coordinators’ and Joint Lead Managers’ disclaimer DNB Bank ASA and Pareto Securities AS as Global Coordinators and Joint Bookrunners, and Clarksons Securities AS and Fearnley Securities AS as Joint Bookrunners, have assisted the Company in preparing this Base Prospectus. The Global Coordinators and the Joint Bookrunners have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Global Coordinators and the Joint Bookrunners expressly disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Base Prospectus or any other information supplied in connection with the issuance or distribution of bonds by Golar LNG Limited. This Base Prospectus is subject to the general business terms of the Global Coordinators and the Joint Bookrunners, available at their respective websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Global Coordinators and the Joint Bookrunners may prevent employees of the Global Coordinators and the Joint Bookrunners who are preparing this Base Prospectus from utilizing or being aware of information available to the Global Coordinators and the Joint Bookrunners and/or any of their affiliated companies and which may be relevant to the recipient's decisions. Each person receiving this Base Prospectus acknowledges that such person has not relied on the Global Coordinators and the Joint Bookrunners, nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo, 13 March 2025 DNB Bank ASA (www.dnb.no) Pareto Securities AS (www.paretosec.com) Clarksons Securities AS (www.clarksons.com) Fearnley Securities AS (www.fearnleysecurities.com)

Golar LNG Limited, 13 March 2025 Base Prospectus 39 Annex 1 Template for Final Terms for fixed rate Bonds

Golar LNG Limited, 13 March 2025 Base Prospectus 40 [Annex 1] Final Terms for [Title of the bond issue] Hamilton (Bermuda), [Date]

Golar LNG Limited, 13 March 2025 Base Prospectus 41 Terms used herein shall be deemed to be defined as such for the purpose of the conditions set forth in the Base Prospectus clauses 2 Definitions and 13.3 Definitions, these Final Terms and the attached Bond Terms. [In case MiFID II identified target market are professional investors and eligible counterparties, insert the following:] [MIFID II product governance / Professional investors and eligible counterparties (ECPs) only target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended) (MiFID II); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [UK MiFIR product governance / Professional investors and eligible counterparties only (ECPs) target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined below). Consequently no key information document required by Regulation (EU) No. 1286/2014 (as amended) (the PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [In case MiFID II identified target market are retail investors, professional investors and eligible counterparties, insert the following:] [MIFID II product governance / Retail investors, professional investors and eligible counterparties (ECPs) target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended) (MiFID II); EITHER [and (ii) all channels for distribution of the Bonds are appropriate[, including investment

Golar LNG Limited, 13 March 2025 Base Prospectus 42 advice, portfolio management, non-advised sales and pure execution services]] OR [(ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Bonds to retail clients are appropriate – investment advice[,/and] portfolio management[,/ and][non-advised sales][and pure execution services][, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable]]. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels[, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable].] [UK MiFIR product governance / Retail investors, professional investors and eligible counterparties target market – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is retail clients, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA), and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (UK MiFIR); EITHER [and (ii) all channels for distribution of the Bonds are appropriate, including investment advice, portfolio management, non-advised sales and pure execution services] OR [(ii) all channels for distribution to eligible counterparties and professional clientsare appropriate; and (iii) the following channels for distribution of the Bonds to retail clients are appropriate – investment advice[,/and] portfolio management[,/ and][non-advised sales][and pure execution services][, subject to the distributor’s (as defined below) suitability and appropriateness obligations under COBS, as applicable]]. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Bonds (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels[, subject to the distributor’s suitability and appropriateness obligations under COBS, as applicable].] This document constitutes the Final Terms of the Bonds described herein pursuant to the Regulation (EU) 2017/1129 and must be read in conjunction with the Base Prospectus dated 13 March 2025. The Base Prospectus dated 13 March 2025 a base prospectus for the purposes of the Regulation (EU) 2017/1129 (the “Base Prospectus”). Final Terms include a summary of each Bond Issue. These Final Terms and the Base Prospectus [and the supplement[s] to the Base Prospectus] are available on the Issuer's website https://www.golarlng.com, or on the Issuer's visit address, 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda, or their successor (s).

Golar LNG Limited, 13 March 2025 Base Prospectus 43 1 Detailed information about the security Generally: ISIN code: [ISIN] The Loan/The Bonds: [Title of the bond issue] Borrower/Issuer: Golar LNG Limited is registered with the Registrar of Companies in Bermuda with registration number 30506. The Company’s LEI code is 213800C2VSFZG3EZLO34. Group: Means the Issuer and its subsidiaries from time to time. Security Type: Unsecured [open] bond issue with fixed rate Borrowing Limit – Tap Issue: [Currency] [Amount borrowing limit] Borrowing Amount [●] tranche: [Currency] [Amount [●] tranche] Denomination – Each bond: [Currency] [Amount denomination] - each and ranking pari passu among themselves Securities Form: As set out in the Base Prospectus clause 13.1. Publication: As specified in the Base Prospectus section 13.4.2. Issue Price: [As defined in the Base Prospectus section 13.3 [Issue price] % Disbursement Date/Issue Date: [As defined in the Base Prospectus section 13.3 [Issue date] Maturity Date: [As defined in the Base Prospectus section 13.3 [Maturity Date] Interest Rate: Interest Bearing from and Including: [Issue date / Other: (specify)] Interest Bearing To: [As defined in the Base Prospectus section 13.3 [Maturity Date] / Other: (specify)] Interest Rate: / Bond Issue with fixed rate (as defined in the Base Prospectus section 13.3): [Interest rate] % p.a. Day Count Convention: : As defined in the Base Prospectus section 13.3 Day Count Fraction – Secondary Market: As specified in the Base Prospectus section 13.5.2.a

Golar LNG Limited, 13 March 2025 Base Prospectus 44 Interest Payment Date: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.5.1 2 (fixed rate) Interest Payment Date: [Date(s)] each year. The first Interest Payment Date is [Date]. #Days first term: [Number of interest days] days Yield: As defined in the Base Prospectus section 13.3. The Yield is [yield] Business Day: As defined in the Base Prospectus section 13.3. / Other: (specify)] Amortisation and Redemption: Redemption: As defined in the Base Prospectus section 13.3 and as specified in the Base Prospectus section 13.4.3, 13.5.1.b and 13.5.2.b. The Maturity Date is [maturity date] Redemption Price is [redemption price] % Call Option: As defined in the Base Prospectus section 13.3. [terms of the call option] Call Date(s): [call date(s)] Call Price(s): [call price(s)] Call Notice Period: [call notice period] Put Option: As defined in the Base Prospectus section 13.3. [terms of the put option] Early redemption option due to a tax event: As defined in the Base Prospectus section 13.3. [terms of the early redemption option] Obligations: Issuer’s special obligations during the term of the Bond Issue: As specified in the Base Prospectus section 13.4.7. / Other: (specify)] Listing: Listing of the Bond Issue/Marketplace: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5. Exchange for listing of the Bonds: [Exchange] / The Bonds will not be applied for listing on any Exchange. / Other: (specify)]

Golar LNG Limited, 13 March 2025 Base Prospectus 45 Any restrictions on the free transferability of the securities: As specified in the Base prospectus section 13.4.10. Restrictions on the free transferability of the securities: [specify] Purpose/Use of proceeds: As specified in the Base Prospectus section 13.4.1. Estimated total expenses related to the offer: [specify] Estimated net amount of the proceeds: [specify] Use of proceeds: [specify] [Other: (specify)] Prospectus and Listing fees: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5. Listing fees: [specify] / Other: (specify)] Market-making: As defined in the Base Prospectus section 13.3. [A market-making agreement has been entered into between the Issuer and [name of market maker]] / Other: (specify)] Approvals: As specified in the Base Prospectus section 13.4.9. Date of the Board of Directors’ approval: [date] / Other: (specify)] Bond Terms: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.7. By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party. / Other: (specify)] Status and security: As specified in the Base Prospectus section 13.4.5. / Other: (specify)] Bondholders’ meeting/ Voting rights: As defined in the Base Prospectus section 13.3. / Other: (specify)] Availability of the Documentation: https://www.golarlng.com Global Coordinator(s): [name of global coordinator(s)] as [type of coordinator] Joint Lead Manager(s): [name of joint lead manager(s)] as [type of manager] Bond Trustee: As defined in the Base prospectus section 13.3. Paying Agent: As defined in the Base prospectus section 13.3.

Golar LNG Limited, 13 March 2025 Base Prospectus 46 The Paying Agent is [name and address of the Paying Agent] Securities Depository / CSD: As defined in the Base Prospectus section 13.3 and specified in the Base Prospectus section 13.4.5 / Other: (specify)] Calculation Agent: [As defined in the Base Prospectus section 13.3 / Other: (specify)] Listing fees: Prospectus fee for the Base Prospectus including template for Final Terms is NOK 98,000. [Listing and other fees at the Exchange: (specify) / No listing: N/A]

Golar LNG Limited, 13 March 2025 Base Prospectus 47 2 Additional information Advisor The Issuer has mandated [name of global coordinator(s) and joint lead manager(s)] as [type of coordinator and manager] for the issuance of the Loan. The [type of coordinator and manager] [has/have] acted as advisor[s] to the Issuer in relation to the pricing of the Loan. The [type of coordinator and manager] will be able to hold position in the Loan. / Other: (specify)] Interests and conflicts of interest [The involved persons in the Issuer or offer of the Bonds have no interest, nor conflicting interests that are material to the Bond Issue. / Other: (specify)] Rating [There is no official rating of the Loan. The Issuer is rated as follows: Standard & Poor’s: [•] Moody’s: [•] / Other: (specify)] Listing of the Loan: [As defined in the Base Prospectus section 13.3] The Prospectus will be published in [country]. An application for listing at [Exchange] will be sent as soon as possible after the Issue Date. Each bond is negotiable. Statement from the [type of coordinator and manager]: [name of global coordinator(s) and joint bookrunner(s)] have assisted the Issuer in preparing the prospectus. The [type of coordinator and bookrunner] have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made, and the [type of coordinator and bookrunner expressively disclaim[s] any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by the Issuer or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this prospectus acknowledges that such person has not relied on the [type of coordinator and bookrunner] nor on any person affiliated with them in connection with its investigation of the accuracy of such information or its investment decision. [place], [date] [name of global coordinator(s) and joint bookrunner(s)] [web address of global coordinator(s) and joint bookrunner(s)]

Golar LNG Limited, 13 March 2025 Base Prospectus 48 Annex 2 Subsidiaries The following table lists our significant subsidiaries as determined by the public reporting requirements of the United States Securities and Exchange Commission and their purpose as at 31 December 2024. Unless otherwise indicated, we own a 100% ownership interest in each of the following subsidiaries. Name Jurisdiction of Incorporation Purpose Golar LNG 2216 Corporation Marshall Islands Owned the Golar Arctic, now sold Golar Management Limited United Kingdom Management company Golar LNG Energy Limited Bermuda Holding company Gimi MS Corporation (a) Marshall Islands Owns FLNG Gimi Gimi Holding Company Limited (b) Bermuda Holding company Golar Hilli Corporation Marshall Islands Leases the FLNG Hilli1 Golar MK II Corporation Marshall Islands Owns MKII FLNG development Golar Management AS Norway Vessel management company Golar Viking Management DOO Croatia Vessel management company Golar Management (Bermuda) Limited Bermuda Management company Golar Hilli LLC (c) Marshall Islands Holding company (a) In November 2018, Gimi MS Corporation ("Gimi MS Corp") was incorporated with Golar LNG Limited as sole shareholder. In February 2019, the FLNG Gimi was transferred to Gimi MS Corp from Golar Gimi Corporation. In April 2019, First FLNG Holdings Pte. Ltd. ("First FLNG Holdings"), an indirect wholly-owned subsidiary of Keppel Capital, acquired a 30% share in Gimi MS Corp. (b) In July 2019, Gimi Holding Company Limited was incorporated and is wholly owned by Golar LNG. In October 2019, Golar LNG Limited transferred its ownership in Gimi MS Corporation to Gimi Holding Company Limited. (c) In February 2018, Golar Hilli LLC was incorporated with Golar LNG Limited as sole member. In July 2018, shares in Golar Hilli Corp. (a 89% owned subsidiary of Golar Hilli LLC) were exchanged for Hilli Common Units, Series A Special Units and Series B Special Units. In December 2024 Golar LNG increased its ownership in Golar Hilli LLC to 100% by acquiring all remaining minority interests in the Hilli Common Units, Series A Special Units and Series B Special Units. (1) The above table excludes mention of the lessor variable interest entity (''lessor VIE'') that we have leased a vessel from under a finance lease. The lessor VIE is a wholly-owned, newly formed special purpose vehicle ("SPV") of a financial institution. While we do not hold any equity investment in this SPV, we have concluded that we are the primary beneficiary of this lessor VIE and accordingly have consolidated this entity into our financial results.

Golar LNG Limited, 13 March 2025 Base Prospectus 49 Annex 3 Complete fleet list The following table lists our current owned shipping fleet as of December 31, 2024: Vessel Name Year of Delivery Capacity Cubic Flag Type Charterer Current Charter Expiration Golar Arctic1 2003 140,000 Marshall Islands LNGC Membrane Idle N/A (1) During February, 2025, Golar executed agreements to sell the Golar Arctic. The sale price for the vessel, which is unencumbered, is USD 24 million, and delivery of the vessel to its new owner is expected to occur within Q1, 2025. The following table lists our current owned FLNG fleet as of December 31, 2024: Vessel Name Year of Delivery Capacity MTPA Flag Type Customer Current Charter Expiration Hilli Episeyo1, 2 2017 2.45 Marshall Islands FLNG Moss Perenco/SNH 2026 Gimi3 2023 2.7 Marshall Islands FLNG Moss BP 2045 Fuji LNG4 Conversion in progress 3.5 Marshall Islands FLNG Moss TBC N/A (1) FLNG Hilli was converted into a MK I FLNG from a LNG carrier which was originally constructed in 1975. She commenced her operations under a LTA with the Customer in May 2018. Under the existing LTA and subsequent amendments to it, FLNG Hilli is required to produce 1.4mtpa per annum through to the end of her current charter in July 2026. In December 2024, Golar entered into agreements to acquire all outstanding minority interests in FLNG Hilli, including 5.45% of the Common Units, 10.9% of the Series A units and 10.9% of the Series B Units. (2) In July 2024, Golar entered into definitive agreements with PAE to provide a FLNG vessel to SESA, a consortium of leading natural gas producers in Argentina. The agreements require the provision of an FLNG with a capacity of 2.45MTPA for 20-years commencing in 2027. In October 2024 SESA issued a reservation notice for FLNG Hilli that entitles Golar to a reservation fee should the project not reach a FID. The SESA contract remains subject to defined conditions precedent, including an export licence, environmental assessment and Final Investment Decision by SESA. (3) FLNG Gimi was converted into a MK I FLNG from a LNG carrier which was originally constructed in 1976. Gimi was delivered to Seatrium’s shipyard in Singapore for conversion in early 2019 and redelivered to Golar as a FLNG in November 2023. She then proceeded to her contract location on the maritime border offshore Mauritania and Senegal, arriving in January 2024. In August 2024 we entered a commercial reset with BP to simplify contractual cash flows and settle a prior dispute related to payment mechanisms for pre-COD contractual cash flows. Under the reset Golar is entitled to receive daily payments from January 2024 through to COD, expected in Q2 2025. COD will then trigger the start of the 20-year LOA. (4) In February 2025, 100% owned Fuji LNG, a 2004 built LNG carrier arrived at CIMC’s shipyard in China for conversion into a MK II FLNG under the terms of a USD 1.6 billion EPC contract signed in September 2024. The total budget, excluding financing costs, for the conversion is USD 2.2 billion and the completed 3.5 mtpa MK II FLNG is due to be redelivered from CIMC’s yard in Q4 2027. Prior to February 2025, Fuji LNG traded as an LNG carrier.
mkiiepc-17092024

©Copyright Golar LNG. All rights reserved. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED. MK II EPC Conversion Contract Dated as of 17th September, 2024 By and between GOLAR MK II CORPORATION and YANTAI CIMC RAFFLES OFFSHORE LTD. for Golar MK II FLNG Project

i ©Copyright Golar LNG. All rights reserved. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION .................................................. 8 ARTICLE 2 REQUIREMENTS FOR SIGNATURE AND EFFECTIVENESS, STATUS OF CONTRACTOR AND RESPONSIBILITY FOR THE DONOR VESSEL ................................................................................................................ 38 ARTICLE 3 CONTRACT PRICE AND PAYMENT ..................................................... 43 ARTICLE 4 LIQUIDATED DAMAGES ....................................................................... 50 ARTICLE 5 OBLIGATIONS OF THE CONTRACTOR ............................................... 56 ARTICLE 6 SUBCONTRACTING .............................................................................. 70 ARTICLE 7 SUPERVISION AND PLAN APPROVAL ................................................ 74 ARTICLE 8 PERMITS FOR THE WORKS ................................................................. 79 ARTICLE 9 PROJECT SCHEDULE ........................................................................... 81 ARTICLE 10 VARIATION ORDERS ........................................................................... 83 ARTICLE 11 TITLE TO THE DONOR VESSEL, THE WORKS AND INTELLECTUAL PROPERTY ............................................................................................ 91 ARTICLE 12 MECHANICAL COMPLETION AND PRE-SAILAWAY TESTING AND COMMISSIONING .................................................................................. 96 ARTICLE 13 READY FOR SAILAWAY ...................................................................... 100 ARTICLE 14 DEVELOPMENT OF PERFORMANCE TEST PROTOCOL AND PROJECT SITE COMMISSIONING PROTOCOL ................................ 105 ARTICLE 15 COMMISSIONING SPARES AND OWNER’S SPARES....................... 108 ARTICLE 16 PROJECT SITE WORKS ...................................................................... 111 ARTICLE 17 PROJECT SITE COMMISSIONING ..................................................... 117 ARTICLE 18 START UP AND PERFORMANCE TESTS .......................................... 119 ARTICLE 19 CONTRACTOR FINAL ACCEPTANCE ................................................ 128 ARTICLE 20 FORCE MAJEURE ............................................................................... 130 ARTICLE 21 WARRANTY OF QUALITY ................................................................... 136

ii ©Copyright Golar LNG. All rights reserved. ARTICLE 22 SUSPENSION, DEFAULT AND TERMINATION .................................. 140 ARTICLE 23 ASSIGNMENT AND NOVATION .......................................................... 151 ARTICLE 24 STEP-IN AGREEMENT ........................................................................ 152 ARTICLE 25 INDEMNITIES; LIMITATIONS OF LIABILITY ....................................... 153 ARTICLE 26 INSURANCE ......................................................................................... 157 ARTICLE 27 HEALTH, SAFETY AND THE ENVIRONMENT .................................... 162 ARTICLE 28 REPRESENTATIONS AND WARRANTIES ......................................... 164 ARTICLE 29 DISPUTE RESOLUTION ...................................................................... 167 ARTICLE 30 APPLICABLE TAXES AND FOREIGN TRADE .................................... 171 ARTICLE 31 SANCTIONS, COMPLIANCE AND HUMAN RIGHTS .......................... 174 ARTICLE 32 ANTI-BRIBERY ..................................................................................... 179 ARTICLE 33 AUDIT, RECORDS AND FINANCIAL REPORTING ............................. 183 ARTICLE 34 DIGITAL SECURITY ............................................................................. 185 ARTICLE 35 CONFIDENTIALITY .............................................................................. 187 ARTICLE 36 EXCLUSIVITY ...................................................................................... 190 ARTICLE 37 MISCELLANEOUS PROVISIONS ........................................................ 191

iii ©Copyright Golar LNG. All rights reserved. LIST OF EXHIBITS EXHIBIT A – SCOPE OF WORK [*****] EXHIBIT B – COMPENSATION [*****] EXHIBIT C – PROJECT SCHEDULE [*****] EXHIBIT D – ADMINISTRATIVE REQUIREMENTS [*****] EXHIBIT E – OWNER’S DOCUMENTS AND SPECIFICATIONS [*****] EXHIBIT F – CONTRACTOR’S DOCUMENTS [*****] EXHIBIT G – OWNER PROVIDED ITEMS AND SERVICES [*****] EXHIBIT H – APPROVED VENDORS LIST [*****] EXHIBIT I – NOT USED EXHIBIT J – FORM OF PARENT COMPANY GUARANTEE [*****] EXHIBIT K – FORM OF WARRANTY BOND [*****] EXHIBIT L – CONTRACT FORMS [*****] EXHIBIT M – LIST OF NOVATED SUBCONTRACTS

iv ©Copyright Golar LNG. All rights reserved. [*****] EXHIBIT N – FORM OF STEP-IN AGREEMENT [*****] EXHIBIT O – RELY UPON INFORMATION [*****] EXHIBIT P - PRE-EPC WORKS ORDERS DELIVERABLES FROM B&V AND BE [*****] EXHIBIT Q – B&V EP SUBCONTRACT [*****]

5 ©Copyright Golar LNG. All rights reserved. FLNG EPC CONTRACT This FLNG EPC contract is made and entered into as of this 17th day of September, 2024 (the “Effective Date”), by and between (A) GOLAR MK II CORPORATION, a corporate body duly incorporated and validly existing under the laws of the Marshall Islands, having its main offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Owner”), and (B) YANTAI CIMC RAFFLES OFFSHORE LTD., a limited liability company organized and existing under the laws of Peoples Republic of China, with its business office at No.70 Zhifu East Road, Zhifu Islands, Yantai, Shandong, P.R. China, 264000, and with business registration no 913706006134309519 (the “Contractor”) The Owner and the Contractor are each referred to as a “Party” and together referred to as the “Parties”. RECITALS WHEREAS, 1. The Owner is an independent owner and operator of floating liquefaction vessels (“FLNG”). The Owner is part of the Golar LNG Limited group of companies; 2. The Contractor is a reputable shipyard, capable of engineering, procurement, construction, integration and commissioning of an FLNG development solution for worldwide application; 3. B&V refers to any of the following, individually or collectively: BLACK & VEATCH CORPORATION, a company incorporated in the state of Delaware, USA, having its registered office at 11401 Lamar, Overland Park, Kansas, 66211 USA (hereinafter called “BVCOR”) which has entered into or will enter into an engineering and procurement contract (the “EP Contract”) with the Contractor to provide basic design, engineering, procurement and procurement support services for a topsides plant and equipment comprised in the B&V Topsides Works in the MK II Project; BLACK & VEATCH INTERNATIONAL COMPANY, a company incorporated in the state of Missouri, USA, having its registered office at 8400 Ward Parkway, Kansas City, MO 64114 USA (hereinafter called “BVI”), which has entered into or will enter into a technical field services agreement (the “Technical Field Services Agreement”) with the Contractor to provide technical field advisory support services for the Mk II Project;

6 ©Copyright Golar LNG. All rights reserved. BLACK & VEATCH (BEIJING), ENGINEERING DESIGN CO., LTD, a company incorporated in the People’s Republic of China having its registered office at 7th Floor, Building 7, Beijing International Electronic Headquarters, No.6 Jiuxianqiao Road, Chaoyang District, Beijing, China 100015 (hereinafter called “CCEDC”), which has entered into or will enter into an equipment supply and services agreement (the “Chinese Supply and Services Agreement”) with the Contractor to provide, procure and supply equipment, technical advisory support, commissioning services and procurement support services for the Mk II Project in the People’s Republic of China.; and BVH, INC, a company incorporated in the state of Delaware, USA, having its principal office at 11401 Lamar Avenue, Overland Park, Kansas, USA 66211 (hereinafter called “BVHI”), which is the ultimate holding company of each of BVCOR, BVI and CCEDC and which has entered into an agreement with the Contractor that coordinates the performance of BVCOR, BVI and CCEDC under their respective contracts with the Contractor (the “Coordination Agreement”). 4. The Owner and its Affiliates have developed a generic FLNG concept based on the conversion of a Moss LNG tanker design combined with B&V’s liquefaction technology identified through its unique construction methodology whereby a midship section is inserted into the Moss LNG tanker where topside process equipment will be installed (the “MK II Project”); 5. Golar Project Holding Company Limited (“Golar Project Holding Co”), an Affiliate of the Owner, and BVCOR entered into Pre-EPC engineering and procurement services work orders dated 24 August 2022, 17 February 2023, 06 June 2023, 14 June 2023, 06 October 2023, 12 January 2024 and 13 June 2024 (these Pre-EPC engineering and procurement services work orders, together, the “B&V Work Orders”), issued under a technical services and procurement services master agreement dated 24 August 2022 and variation agreement dated 23 October 2023; 6. Golar Management and Brevik Engineering AS (“BE”), a naval architect and marine engineering company and an affiliate of CIMC, entered into a work order to verify concept design and required input to yard for constructability, schedule and EPC cost on 7 March 2022 and subsequent work order for pre-EPC engineering 26 August 2022, 2 February 2023, 21 April 2023, 17 November 2023 and 10 May 2024 (together, the “BE Work Orders”); 7. On 10 June 2022 Golar Project Holding Co, CIMC and BVCOR entered into a memorandum of understanding to record their agreement on certain guiding principles in relation to the MKII Project. 8. On 7 September 2022, Golar Project Holding Co, CIMC and BVCOR entered into a framework and collaboration agreement (i) setting out the terms of Golar Project Holding Co, CIMC and B&V’s cooperation to work together to negotiate and to

7 ©Copyright Golar LNG. All rights reserved. enter into this Agreement and the B&V EP Subcontract and (ii) setting out, subject to contract, the heads of terms of this Agreement. 9. The Owner does not currently have an identified Project Site for the use of the Vessel and, accordingly, it is anticipated that if the Owner identifies a Project Site during the currency of this Agreement, then it shall agree or instruct such Variations and changes necessary to accommodate any changes to the Vessel, the B&V Topsides Works and this Agreement in accordance with and subject to the terms of Article 10. 10. The Parties and B&V shall enter into the owner direct agreement on or around the date of this Agreement pursuant to which, inter alia, the Parties and B&V have certain direct rights and obligations between them, and allow for certain step-in rights in respect of the B&V EP Subcontract for the Owner (and, in the case of the Owner in certain circumstances, step-in obligations), and a parent company guarantee shall be provided by the Owner’s affiliate on behalf of the Owner in the event the B&V EP Subcontract is novated to the Owner. (the “Owner Direct Agreement”). NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

8 ©Copyright Golar LNG. All rights reserved. ARTICLE 1 DEFINITIONS AND INTERPRETATION Definitions 1.1 In addition to other defined terms used throughout this Agreement, the following terms shall have the meanings specified below in this Article 1.1: “Actual Ready for Sailaway Date” means the date on which Ready for Sailaway of the Vessel actually occurs in accordance with Article 13.4. “Affiliate” means (with respect to a company or legal entity), any other company or legal entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such company or legal entity. The term “control” means the beneficial ownership of more than fifty percent (50%) of the issued share capital, or the possession, directly or indirectly, of the legal power to direct or cause the direction of the general management or policies of a company or legal entity, whether through the ownership of voting securities or otherwise. “Agreement” means this contract as dated above including Exhibits A - Q, as may be amended in accordance with Article 37.5. “Anti-Bribery Laws” has the meaning specified in Article 32.1. “Applicable Codes and Standards” means the codes, standards and requirements applicable to the Works as set out in the Basis of Design and valid on the Effective Date, which codes, standards and requirements shall govern the Contractor’s execution of the Works under this Agreement. “Applicable Law” means any and all treaties, laws, statutes, codes, ordinances, decrees, injunctions, judgments, orders, Permits and Consents, rules or regulations (including those relating to Taxes), policies having the force of law, or collective labour agreements, promulgated, entered into, or endorsed by any Governmental Authority having jurisdiction over any Party, all or any portion of the Worksite or execution of all or any portion of the Works or the operation of the Vessel, or other legislative or administrative action of a Governmental Authority related to the matter in question, including any requirements and rules of a relevant flag authority,

9 ©Copyright Golar LNG. All rights reserved. or a final decree, judgment, or order of a Governmental Authority or court that relates to the execution of the Works hereunder or the interpretation or application of this Agreement, all of which are in force. Except as otherwise expressly indicated herein, any reference in this Agreement to any Applicable Law shall be deemed to include a reference to all norms, directives or regulations then in force and enacted in connection therewith and whose validity derives therefrom. “Approved Vendor List” means the list of vendors approved by the Owner as identified in Exhibit H-1. “B&V” has the meaning specified in the Recitals hereto. “B&V Engineering Costs” has the meaning given in Article 3.10 “B&V EP Subcontract” means the topsides design, engineering, procurement and commissioning works (including B&V Equipment) subcontract to be performed by B&V, which B&V have split into four (4) subcontracts according to scopes and responsibilities of B&V companies. These four (4) subcontracts shall constitute one B&V EP Subcontract and are comprised of: (1) the EP Contract between BVCOR and Contractor; (2) the Technical Field Services Agreement between BVI and Contractor; (3) the Chinese Supply and Services Agreement between CCEDC and Contractor; and (4) the Coordination Agreement between BVHI and Contractor. “B&V Equipment” means the Systems to be supplied by B&V (whether pursuant to the B&V EP Subcontract or otherwise) for the liquefaction of natural gas, including front-end gas treatment and conditioning that complies with this Agreement. A reference to B&V Equipment includes all the individual component equipment of the B&V Equipment, as well as all the materials and equipment to be procured by B&V, for permanent installation on the Vessel and shall include both B&V Novated Equipment and B&V Non-Novated Equipment.

10 ©Copyright Golar LNG. All rights reserved. B&V Final Acceptance means the successful completion of all Performance Tests at the Project Site and completion of the Works as set forth in Exhibit Q-36 – Appendix O – Performance Test Procedure. “Milestone Certificate” means the certificate issued by the Contractor to the Owner in accordance with Article 3.13. “B&V Milestone Payment Schedule” is the milestone payment schedule relating to the B&V EP Subcontract included in Exhibit B (Compensation). “B&V Non-Novated Equipment” means the Equipment which is not procured under the Pre-EPC Work Orders. “B&V Novated Equipment” means the Equipment which is procured under the Pre-EPC Work Orders. “B&V Novated Equipment Subcontracts” The subcontracts in Exhibit Q-8 “B&V Topsides Price” means [*****]. For the avoidance of doubt, the B&V Topsides Price includes the B&V Engineering Costs and such portion of the Novated Subcontracts Payment Amount relating to B&V Topsides Works, as set out in Exhibit Q-8. “B&V Topsides Works” means the subcontract works to be performed by B&V under the B&V EP Subcontract. “B&V Work Orders” has the meaning set out in the Recitals hereto. “Background Intellectual Property Rights” has the meaning set out in Article 11.15 hereto. “Basis of Design” means the Basis of Design documentation provided by the Owner as set out in Exhibit A. “BE” has the meaning set out in the Recitals hereto. “BE Work Orders” has the meaning set out in the Recitals hereto. “Business Day” means every day other than a Saturday, Sunday or a day that is an official holiday in the People’s Republic of China. “Change of Control” means, in relation to a Person, a direct change in the control of that Person (whether through merger, spin-

11 ©Copyright Golar LNG. All rights reserved. off, sale of shares or other equity interests or otherwise) through a single transaction or series of related transactions, involving one or more transferors and one or more transferees. “China” means the People’s Republic of China. “CIMC Engineering Costs” has the meaning set out in Article 3.10. “Claim” means: (i) all claims and losses of any kind and description including claims and losses in respect of liabilities, privileges, Liens, encumbrances, obligations, interest, costs and expenses (including all legal expenses and costs), fines and penalties; and (ii) awards, judgments, suits, proceedings, demands, causes of action and damages of all kinds and descriptions, in each case, whether created by law, contract, tort or breach of duty and shall, except as otherwise expressly provided, include claims, losses, judgments, causes of action and damages based on contractual indemnity. “Classification Certificate” means the classification certificate to be issued by the Classification Society with the notation specified in Article 5.8 and to be procured by the Contractor prior to Ready for Sailaway. “Classification Society” means DNV, the internationally accredited registrar and classification society headquartered in Høvik, Norway. “CNY” means the lawful currency of the People’s Republic of China.

12 ©Copyright Golar LNG. All rights reserved. “COD Longstop Date” means the date falling [*****] after the Scheduled Commercial Operations Date unless the Commercial Operations Date is not achieved by such date due to an FM Event, in which case the COD Longstop Date shall be extended on a day for day basis for a duration commensurate with the duration of the delay resulting solely from such FM Event up to a maximum of the date falling [*****] after the Scheduled Commercial Operations Date. “Commercial Operations Date” means the date upon which the Vessel is taken into commercial operation for the production of LNG, which shall be promptly notified by the Owner to the Contractor. “Commissioning Spares” means those spare parts which are required for Pre- Sailaway Commissioning, Project Site Commissioning, and Startup of the Equipment. For the avoidance of doubt, Commissioning Spares do not include Owner's Spares. “Conditions Precedent to Initial Payment” has the meaning specified in Article 2.6. “Conditions Subsequent” means the conditions set out at Article 2.7. “Confidential Information” means any proprietary information, technical data, trade secrets or know-how, data, reports or records, or other information, whether or not marked as confidential by the Disclosing Party, including research, product ideas, product plans, products, services, customers, customer lists, list of approved vendors and subcontractors, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, hardware configuration information, marketing, finances or other business information disclosed by a Party to the other Party directly or indirectly, either orally, in writing, in electronic format, or by drawings or inspection of parts or equipment. “Consequential Loss” has the meaning specified in Article 25.4. “Contract Price” means the total amount to be paid by the Owner to the Contractor for the execution of the Works as calculated and adjusted in accordance with the terms of this

13 ©Copyright Golar LNG. All rights reserved. Agreement and as further specified in Article 3. For the avoidance of doubt, the Contract Price (i) includes the Initial Payment but (ii) does not include the Pre- Contract Costs (save that the Pre-Contract Costs in (ii) shall be included in the Contract Price for the purposes of calculating maximum liquidated damages amounts under Article 4, liability caps including under Article 25 and the Warranty Bond amount). “Contractor” has the meaning specified in the Preamble hereto. “Contractor Default” has the meaning specified in Article 22.7. “Contractor Final Acceptance” has the meaning specified in Article 19. “Contractor Final Acceptance Certificate” means the form of certificate set out in Exhibit L which is to be issued in accordance with Article 19. “Contractor Group” means each of the Contractor and the Subcontractors, and all of the Contractor and Subcontractors’ respective Affiliates, successors, permitted assigns, officers, directors, employees, advisors and agents, but does not include any member of the Owner Group. “Contractor Parent Company Guarantee” means the irrevocable and unconditional guarantee given by the Contractor Parent Company Guarantor in favour of the Owner for the Contractor’s liabilities under this Agreement to secure the performance of the Contractor’s obligations under this Agreement in the form set out in Exhibit J. “Contractor Parent Company Guarantor” Means Yantai CIMC Raffles Ocean Technology Group Co., Ltd “Contractor Permits” means those Permits and Consents that must be obtained by the Contractor in accordance with Applicable Law and Applicable Codes and Standards required in relation to the Contractor’s Scope of Works. “Contractor Project Director” has the meaning specified in Article 7.6. “Contractor Project Execution Plan” means the Contractor execution plan for the performance of this Agreement which is included in Exhibit F. It documents and demonstrates how the Contractor will systematically execute the Works.

14 ©Copyright Golar LNG. All rights reserved. “Contractor VOR” means a request for a Variation by the Contractor in accordance with Article 10.9-10.11. “Contractor’s Project Site Personnel” means all personnel provided by the Contractor for the Project Site Works in sufficient quantity and quality to undertake in good time all activities required for the Contractor at the Project Site. “Contractual Ready for Sailaway Date” means the date specified as such in Exhibit C. “Conversion Yard” Means the following Contractor’s shipyards: Yantai shipyard and Haiyang shipyard (both within Greater Yantai, People’s Republic of China). “Coronavirus” means, collectively and individually, coronavirus disease (COVID-19), severe acute respiratory syndrome coronavirus 2 virus (SARS-CoV-2), or any other or similar name given to the pandemic by the International Committee on Taxonomy of Viruses. “Countries” means the People’s Republic of China, the United States of America, the United Kingdom, Norway, the Marshall Islands and the jurisdiction in which the Project Site is located. “Day” or “day” means a calendar day. “Declaration of Warranty” means the declaration of warranty in the form attached as Exhibit K. “Default Interest Rate” means [*****]; “Derivative Works” means any minor or major change, elaboration, annotation, modification, new functions or features, new capability and improvement, update, upgrade, whether it is software, or copyrightable, patentable or not, made to the Owner Background Intellectual Property Rights in whole or in part, by or on behalf of the Contractor, as the case may be, using, incorporating, based on, derived from or in relation to the Owner Background Intellectual Property Rights. For the avoidance of doubt, Derivative Works do not include any improvement, invention, know-how, Intellectual Property Rights, software, work product or result of services, or any of the other items in the immediately preceding sentence, provided by the Contractor to the Contractor Background Intellectual

15 ©Copyright Golar LNG. All rights reserved. Property Rights and the Intellectual Property Rights therein shall be retained by the Contractor. “Design Life” has the meaning specified in the Basis of Design in Exhibit A-1. “Disclosing Party” has the meaning given at Article 35.1. “Disputed Variation Order” has the meaning specified in Article 10.13. “Donor Vessel” means FUJI LNG (IMO: 9275359). “Donor Vessel Documents” means any document or plan in relation to the Donor Vessel provided by the Owner to the Contractor in any form (including by being made available electronically for review and/or downloading on a shared document platform) prior to the Effective Date (including the Pre- Purchase Survey Report). “Effective Beneficiary” has the meaning specified in Article 30.6.2. “Effective Date” has the meaning specified in the preamble hereto. “Element Completion Certificate” has the meaning specified in Article 12.14.1. “Environmental Laws” means all Applicable Laws, including Permits and Consents, related to (i) conservation, improvement, protection, pollution, contamination or remediation of the environment or (ii) Hazardous Materials, or any handling, storage, release, or other disposition of Hazardous Materials which relates to the execution of the Works or the interpretation or application of this Agreement. “Equipment” means all equipment, materials, supplies, apparatus, machinery, parts, tools (including special tools), components, instruments, appliances, Commissioning Spares and other spares to be provided by the Contractor, and appurtenances thereto (including those specified and described as part of the Works specified in Exhibit A and further detailed in Exhibit E) that are required for incorporation into or for supply in connection with the Vessel, including without limitation the processing equipment, for the full and timely execution of the Works.

16 ©Copyright Golar LNG. All rights reserved. “Escalation Notice” has the meaning specified in Article 29.2. “Euro” or “EUR” means the lawful currency of the member states of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties. “Expert Determination” is the dispute resolution procedure more specifically referred to at Articles 29.5 to 29.12. “FAT Plan” means the factory acceptance test plan to be provided by the Contractor in accordance with Article 5.16.11. “Feed Gas” means natural gas delivered to the Vessel by the Upstream Facilities. “First Gas” means the date when feed gas is first introduced to the Equipment after arrival of the Vessel at the Projec t Site. “Flag State” means the Marshall Islands. “FLNG Facility Information” means any information, designs, charts, Plans, software and other documentation or materials in any medium relating to the Vessel which are provided or otherwise made available to the Owner Group by or on behalf of the Contractor in the course of the Work or otherwise in connection with this Agreement. “FM Event” has the meaning specified in Article 20.1. “Governmental Authority” means any national, regional or other government of any state, province, county, municipality, or other political subdivision thereof, any governmental body, agency, authority, division, department, board or commission, bureau, executive, legislative, judicial or administrative body, Person (whether autonomous or not), or any instrumentality, officer or official of any of the foregoing, including any court, tribunal or committee, and in each case having executive, administrative or Regulatory Authority over a Party, the Vessel, the Project, the Worksite or any portion of the Works. “Guarantee Period” has the meaning specified in Article 21.1.

17 ©Copyright Golar LNG. All rights reserved. “Guaranteed Electrical Power Consumption” has the meaning specified in Exhibit Q-35. “Guaranteed Electrical Power Consumption Performance” means the achievement of (i) Guaranteed Electrical Power Consumption; or (ii) where Guaranteed Electrical Power Consumption has not been achieved, the full amount of liquidated damages in respect of Guaranteed Electrical Power Consumption has accrued and been paid in accordance with Article 4.9. “Guaranteed Emissions Levels” has the meaning specified in Exhibit Q-35. “Guaranteed Emissions Levels Performance” means the achievement of (i) Guaranteed Emissions Levels; or (ii) where Guaranteed Emissions Levels have not been achieved, the full amount of liquidated damages in respect of Guaranteed Emissions Levels has accrued and been paid in accordance with Article 4.11. “Guaranteed Fuel Gas Usage” has the meaning specified in Exhibit Q-35. “Guaranteed Fuel Gas Usage Performance” means the achievement of (i) Guaranteed Fuel Gas Usage; or (ii) where Guaranteed Fuel Gas Usage has not been achieved, the full amount of liquidated damages in respect of Fuel Gas Usage has accrued and been paid in accordance with Article 4.7. “Guaranteed LNG Output” has the meaning specified in Exhibit Q-35. “Guaranteed LNG Output Performance” means the achievement of (i) Guaranteed LNG Output; or (ii) where Guaranteed LNG Output has not been achieved, the full amount of liquidated damages in respect of Guaranteed LNG Output has accrued and been paid in accordance with Article 4.5. “Guaranteed Minimum Performance Date” means [*****]. “Guaranteed Performance” means, together: (i) Guaranteed Electrical Power Consumption Performance; (ii) Guaranteed Emissions Levels Performance;

18 ©Copyright Golar LNG. All rights reserved. (iii) Guaranteed Fuel Gas Usage Performance; and (iv) Guaranteed LNG Output Performance. “Guaranteed Performance Certificate” has the meaning specified in Article 18.9. “Guaranteed Performance Date” is the [*****]. “Hazardous Materials” means any substance that under Applicable Law is considered to be hazardous or toxic or is or may be required to be remediated, including (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls and processes and certain cooling systems that use chlorofluorocarbons, (ii) any chemicals, materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or any words of similar import pursuant to Applicable Law, or (iii) any other chemical, material, substance or waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, or which may be the subject of liability for damages, costs or remediation. “HSE Plan” has the meaning specified in Article 5.42 “Independent Expert” has the meaning specified in Article 29. “Initial Payment” means the payment as per Exhibit B being the first Milestone payment that will be due from Owner to the Contractor under this Agreement. “Insolvency Event” means, in respect of a Person, the occurrence of any of the following: a) any resolution is passed or order made for the winding-up, dissolution, administration, reorganisation or rehabilitation of that Person,

19 ©Copyright Golar LNG. All rights reserved. or a moratorium is declared in relation to any indebtedness of that Person; b) any composition, compromise, assignment or arrangement is made with any of its creditors other than as permitted by this Agreement; c) it seeks or becomes subject to the appointment of any liquidator, receiver, administrative receiver, administrator, compulsory manager, custodian or trustee or other similar officer in respect of that Person or any of its assets; d) it is dissolved (other than pursuant to a consolidation, amalgamation or merger permitted by this Agreement); e) it becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; f) it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation which is not discharged within forty-five (45) Days or, it has instituted against it a proceeding seeking debts restructuring; g) it suspends or threatens to suspend making payments in excess of [*****] on its debts generally; h) by reason of actual or anticipated financial difficulties, it commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; i) any analogous procedure or step referred to in paragraphs (a) to (h) of this definition is taken in respect of such Person in any jurisdiction; or j) it takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

20 ©Copyright Golar LNG. All rights reserved. “Inspection and Test Plan” has the meaning specified in Article 5.32. “Inspection Parties” has the meaning specified in Article 7.9.1. “Instalment” has the meaning specified in Article 3.11. “Instalment Payment Schedule” means the schedule for the payment of Instalments set out in Exhibit B. “Intellectual Property Rights” means any and all rights of, in and to, wherever and whenever existing in: a) any invention (whether or not patentable); b) any and all patents, patent applications, together with all provisionals, reissuances, continuations, or divisionals thereof, any invention therein, and any related invention disclosures; c) trademarks, service marks, trade dress, trade names, corporate names, other names, logos, brands, symbols, indicia of origin and/or design of any kind, in any language and/or any script, domain names and URLs; d) copyright, mask works, any works (whether copyrightable or not), all copies therefrom, and including all applications, registrations, and renewals in connection therewith, whether based on statute or common law; e) trade secrets, Confidential Information and other proprietary business information; f) any translation, transliteration, copy, reproduction, manifestation, derivation or version of any of the foregoing, in any form or format whatsoever; and g) all goodwill and reputation associated therewith; and all applications, registrations and renewals in connection therewith and thereto. “International Standards” The international standards and practices applicable to:

21 ©Copyright Golar LNG. All rights reserved. (a) the design, engineering, conversion, procurement. construction, fabrication, transportation, pre- commissioning, installation, mooring, hook-up, commissioning, testing, operation or maintenance and demobilization of upstream Natural Gas project facilities; (b) the design, engineering, conversion, procurement, construction, fabrication, pre- commissioning, transportation, mooring, installation, hook-up, testing commissioning, operation, maintenance and demobilisation of floating LNG liquefaction and offloading facilities; (c) LNG terminals; and/or (d) other floating LNG-related facilities and vessels, established by any internationally recognised non- governmental agency or organisation whose standards and practices it is customary for reasonable and prudent operators of upstream Natural Gas project facilities or LNG facilities (including floating LNG liquefaction and offloading facilities) terminals and vessels (as applicable) to comply with. “Key Contract Dates” means individually and collectively the Contractual Ready for Sailaway Date, Guaranteed Minimum Performance Date and Guaranteed Performance Date. “Key Person” or “Key Personnel” has the meaning specified in Article 5.23. “Lease and Operate Agreement” means a lease and operate agreement under which the Owner (or an Affiliate of the Owner) will make available to the Lessee, and a wholly-owned subsidiary of the Owner will operate and maintain, the Vessel at the Project Site or analogous agreement. “Lender” or “Lenders” means an entity or entities providing finance to the Owner and any agent or trustee of such entity or entities.

22 ©Copyright Golar LNG. All rights reserved. “Lessee” means an entity that the Owner (or an Affiliate of the Owner) enters into a charter or a Lease and Operate Agreement for the Vessel with after the Effective Date. “Lien” or “Liens” means any encumbrance of any kind, mortgage, lien, pledge, charge, attachment, security interest, deed of trust, Claim or the like, or any charge on property for payment of a debt, obligation or duty. “LNG Delivery Point” means the end flange of the LNG loading arms. “Master Document List” has the meaning specified in the “Document Requirements for Contractors and Suppliers” included in Exhibit E “Material Breach” means any breach that, taken in the context of this Agreement as a whole, has a serious and substantial adverse effect on the Owner. “Materials and Equipment” means machinery, Equipment, materials and other items to be provided by the Contractor as part of the Works. “Mechanical Completion” means the point at which each Module and System comprising the Works are mechanically, electrically and structurally completed on the Vessel by the Contractor in accordance with the requirements of this Agreement and ready for Pre-Sailaway Commissioning at the Conversion Yard and all inspections, testing and documentation requirements have been satisfactorily completed, including equipment and instrument and electrical installation checks, cable installation and testing, hydro-testing, flushing, drying, reinstatement etc. “Mechanical Completion Certificate” has the meaning specified in Article 12.17. “Milestone” means the milestones set out at Exhibit B – Compensation. Subject to the terms of this Agreement, the Contract Price Instalments shall be paid by the Owner to the Contractor in accordance with the Instalment payment schedule set out in Exhibit B in arrears against the full and complete achievement by the Contractor of the relevant Milestones. “Minimum Performance” has the meaning specified in Article 18.3.

23 ©Copyright Golar LNG. All rights reserved. “Minimum Performance Certificate” has the meaning specified in Article 18.8. “Minimum Performance LD Cap” has the meaning specified in Article 4.3. “Minimum Performance Longstop Date” means the [*****] “Module” means a specific module of the Vessel, to be fabricated and installed at the Conversion Yard. “Monthly Progress Reports” has the meaning set forth in Article 5.34. “Net Unpaid Balance of the Contract Price” has the meaning specified in Article 22.10.2. “Non-Conformity” means any gap between the actual situation and a specified requirement that can be referenced that is discovered prior to Contractor Final Acceptance in respect of the Works (this shall include any defect in or damage to the Works or the Vessel discovered prior to Contractor Final Acceptance which is due to defective design or engineering, materials, installation, storage, preservation, procurement, bad workmanship, or failure to meet any requirement or specification of this Agreement, except if it is due to the Owner Group’s improper operation of the Vessel). “Non-Conformity Notice” means a notice issued by the Owner pursuant to Article 7.4 in respect of a Non-Conformity. “Non-Permissible Delay” means any delay which is not Permissible Delay and accordingly does not extend the Key Contract Dates. “Novated Subcontracts” The subcontracts in Exhibit M. “Novated Subcontracts Payment Amount” has the meaning specified in Article 3.10 “Novated Subcontract Warranty Period” has the meaning specified in Article 21.4. “NTP Date” means the date on which Notice to Proceed is given in accordance with Article 2.3.

24 ©Copyright Golar LNG. All rights reserved. “OFE” means the owner furnished equipment specified in Article 15.6. “Operational Boundary” means a five hundred metre (500m) zone around the Vessel and any other relevant facilities at the Project Site, or such other relevant control zone as may be designated by a Governmental Authority with Authority at the Project Site from time to time. “Owner” has the meaning specified in the Preamble hereto. “Owner Default” has the meaning specified in Article 22.12 “Owner Direct Agreement” has the meaning specified in Recital 11. “Owner Group” means the Owner and its subcontractors and any Lessee, and all of the Owner’s and its subcontractors’ and any Lessee’s respective Affiliates, successors, permitted assigns, officers, directors, employees, advisors and agents, but does not include any member of the Contractor Group. Owner Mandatory Variation Order means a Variation Order instructed by the Owner which is related to alteration, change or introduction, after the Effective Date, to (i) any of Applicable Codes and Standards; (ii) any Applicable Law, rules, regulations or requirement of the Classification Society or the Governmental Authority; (iii) requirement of Owner’s lessee; or (iv) requirement for the Vessel to be able to operate at the Project Site in accordance with the Owner’s performance requirements, and the same are determined by the Owner to be mandatory for the Works. “Owner Nominated Equipment” means the Materials and Equipment to be procured by the Contractor from the vendors/suppliers nominated by the Owner as set out in Exhibit H. “Owner Parent Company Guarantee” means the irrevocable and unconditional guarantees given by the Owner’s Parent Company Guarantor in favour of the Contractor to secure the performance of the Owner’s obligations (including the payment of Instalments) under this Agreement in the form set out in Exhibit J.

25 ©Copyright Golar LNG. All rights reserved. “Owner Termination Costs” has the meaning specified in Article 22.10.1. “Owner VOR” means a request for a Variation by the Owner in accordance with Article 10.6-10.8. “Owner’s Parent Company Guarantor” means Golar LNG Limited. “Owner’s Project Manager” means that Person designated by the Owner in a written notice to the Contractor to act on behalf of the Owner on all matters pertaining to this Agreement or the execution of the Works. “Owner’s Project Site Works Readiness Notice” has the meaning specified in Article 16.5. “Owner’s Representatives” has the meaning specified in Article 7.1. “Owner’s Spares” means the two (2) years operational and capital spares actually selected and procured by the Owner (whether through Contractor or not) following recommendation by the Contractor (acting reasonably based on supplier recommendation) in accordance with the provisions of Article 15.3 for the safe operation and maintenance of the Vessel by the Owner in accordance with International Standards following Actual Ready for Sailaway (for the avoidance of doubt, Owner’s Spares shall not include any spares of any nature required for performance of any tests and/or trials and/or commissioning of the Vessel to be performed under this Agreement by the Contractor). “Party” or “Parties” has the meaning set forth in the preamble hereto. “Performance Liquidated Damages” means the liquidated damages payable under Articles 4.5-4.13 “Performance Standards” means the Guaranteed LNG Output, the Guaranteed Fuel Gas Usage, the Guaranteed Electrical Power Consumption and the Guaranteed Emission Levels; “Performance Test Procedures” means the performance test procedures specified in Exhibit Q-36, which will address the Performance Standards.

26 ©Copyright Golar LNG. All rights reserved. “Performance Test Protocol” means a performance testing and inspection protocol developed by the Owner (with such assistance as may be reasonably necessary from the Contractor) which sets out the procedures regarding the acceptance testing of the Vessel to verify that the Vessel is capable of achieving the Performance Standards and which shall include requirements for the attendance of witnesses and technical and operational parameters relevant to such testing, which shall be based on the principles set out in Exhibit Q-36. “Performance Tests” means those tests to be performed to achieve B&V Final Acceptance as specified in Exhibit Q-36. “Permissible Delay” means an extension to the one or more Key Contract Dates as expressly provided for in a provision of this Agreement. “Permits and Consents” means any and all valid waivers, certificates, approvals, consents, licences, exemptions, variances, franchises, permits, authorizations or similar orders or authorizations from any Governmental Authority required to be obtained or maintained in connection with the Vessel, the Conversion Yard, the Worksite, the Works, this Agreement or the transactions contemplated hereto. “Person” means any natural or legal person or entity. “Personnel” means any personnel engaged by or on behalf of the Contractor Group in connection with the performance of the Works. “Plans” means plans, drawings, specifications, calculations, reports and other technical documents prepared by the Contractor or its Subcontractors for the Works. “Pollution Event” means any release, spill, emission, leaking, pumping, injection, pouring, emptying, deposit, disposal, discharge, dispersal, dumping, escaping, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture. “Post-Commissioning Performance Test Period” means a period commencing on the date when Minimum Performance and the Commercial Operations Date have been achieved and expiring on the date falling [*****] after the date when Minimum

27 ©Copyright Golar LNG. All rights reserved. Performance has been achieved (as verified as achieved by the Owner or as deemed to be achieved) “Post-Commissioning Performance Tests” means the Performance Tests measuring performance of the Works against the Guaranteed Electrical Power Consumption, Guaranteed Fuel Gas Usage, Guaranteed Emission Levels and, to the extent the Contractor requires and Minimum Performance has been achieved, Performance Tests measuring the average LNG output in order to meet or exceed the Guaranteed LNG Output. “Pre-Contract Costs” has the meaning specified in Article 3.10. “Pre-Entry Review” means a review to be undertaken by the Owner to determine whether the Vessel is or will be ready to enter the Operational Boundary and [*****] prior to the anticipated date of the Vessel entering the Operational Boundary. “Pre-EPC Supplier and Subcontractor” means Pre-EPC Supplier and Subcontractor in respect of the relevant Pre-EPC Work Orders “Pre-EPC Work Orders” means orders placed by the Owner pursuant to advice provided by B&V under the B&V Work Orders for the supply of equipment and services with certain suppliers, vendors, service providers and contractors and BE Work Orders all as set out in Exhibit P. “Pre-purchase Survey Report” the survey report prepared by BE for the Owner and provided by the Owner to the Contractor on 7 July 2023. “Pre-Sailaway Commissioning” means the pre-sailaway commissioning to be carried out by the Contractor as required under this Agreement. “Pre-Sailaway Commissioning Certificate” has the meaning specified in Article 12.21. “Pre-Sailaway Commissioning Procedures” means the pre-sailaway commissioning procedures as required under this Agreement.

28 ©Copyright Golar LNG. All rights reserved. “Pre-Sailaway Tests” means all Tests to be performed by the Contractor before Ready for Sailaway as required under this Agreement. “Pre-Start Up Review” means the review (which shall include the requirements of Exhibit Q-29 and Q-30) to be undertaken in conjunction with the Owner and the Contractor to determine whether the Vessel is or will be ready for Startup and [*****] prior to the anticipated date of issuance of the Ready for First Gas Certificate. “PRICO Licence” means the licence entered into by Black & Veatch Corporation as licensor and the Owner as licensee in respect of the use of PRICO liquefaction systems in relation to the operation of the Vessel. “Prohibited Act” has the meaning specified in Article 32.2. “Project Information” means all technical reports, data, designs, drawings, bill of materials, estimates, instructions, weight information, specifications, recommendations, certificates or other documents or information developed, provided by or on behalf of one party to another party (whether the Owner, the Contractor, or B&V) from time to time showing dimensions, work methods and any other details whatsoever of a technical nature for the purposes of this Agreement or the B&V EP Subcontract. “Project Quality Plan” has the meaning specified in Article 5.28. “Project Schedule” has the meaning specified in Article 9.1. “Project Site” means the location where the Project Site Works are to be carried out as notified by the Owner to the Contractor in accordance with Article 14.1. “Project Site Commissioning” means those activities to be performed by the Owner as set out in Exhibit Q-20 (Definition of Services/Division of Responsibility Table) and consistent with Exhibits Q-29 and Q-30 and leading up to Startup of each train of LNG and all the Equipment, the performance of the Performance Tests and ending at Contractor Final Acceptance as will be detailed in the Project Site Commissioning Protocol.

29 ©Copyright Golar LNG. All rights reserved. “Project Site Commissioning Protocol” means a commissioning protocol developed by the Owner which shall be consistent with Exhibits Q-27 and Q-28. “Project Site Personnel” means all personnel provided for the Project Site Works, to include officers and crew, mechanics, labourers, skilled craftsmen, technicians, operators trained by B&V and all other personnel in sufficient quantity and quality to undertake in good time all activities required at or near the Project Site. “Project Site Works” means the works and services to be performed by the Contractor according to Owner’s Variation Order after the Vessel has arrived at the Project Site and up to and including Contractor Final Acceptance, and the works and services to be performed at the Project Site by the Contractor Project Site Personnel, as more particularly described in Exhibit Q-20 (Definition of Services/Division of Responsibility Table) and consistent with Exhibits Q-27 and Q-28 and compensation pursuant to Exhibit B. “Punch List Item” means a minor or insubstantial non-conformity that does not impair the safe or efficient operation of the relevant item of Equipment or the Vessel or compliance with the rules, regulations and requirements of the Classification Society or the Regulatory Authorities. “Ready for First Gas Certificate” means the certificate to be issued by the Owner pursuant to the provisions of Articles 16.7 – 16.11. “Ready for Sailaway” has the meaning specified in Article 13.4. “Reasonable and Prudent Practice” means a thorough, efficient and workmanlike manner with due diligence and care by qualified and competent personnel, exercising the degree of skill and diligence which would ordinarily be expected from a skilled and experienced first class contractor working in the international maritime and offshore oil and gas industry and engaged in a similar undertaking to the Works and in accordance with all Applicable Codes and Standards, Applicable Law, International Standards and relevant HSE practices.

30 ©Copyright Golar LNG. All rights reserved. “Record As-Built Drawings” means final record drawings (but not field mark-ups) of the Vessel showing current and accurate “as-built” conditions “Regulatory Authority” means the Classification Society, Flag State and any other relevant authorities imposing rules and regulations with which the Works must comply and any other regulatory authorities listed in the Basis of Design. “Rely Upon Information” means the information as set out in Exhibit O and any material amendment to the Rely Upon Information introduced by the Owner as referred to in Article 5.14.2. “Measurable Scope” has the meaning specified in Article 3.5 “Repair and Life Extension” means the scope undertaken by the Contractor (as part of the Scope of Works) on the Donor Vessel to bring its existing materials and equipment (if elected by the Owner to remain in usage) to a state where these are fit to remain in service for the Design Life and in accordance with the requirements of the Basis of Design and this Agreement. For the avoidance of doubt, Repair and Life Extension excludes any repairs required as a result of fault of Contractor when performing the Works, for which repairs the Contractor shall be liable. “Required Standard” has the meaning specified in Article 5.3. “Resources Plan” has the meaning specified in Article 9.6. “Restricted Party” means a Person that is: (i) listed on, or owned or controlled by a Person listed on, or acting on behalf of a Person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a Person with whom a US Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

31 ©Copyright Golar LNG. All rights reserved. “RLE Work Package” means a subset of the Repair and Life Extension scope as defined by the Owner and to be undertaken by the Contractor as part of the Works. “Sanctions” means the economic sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union and member states; (iv) the United Kingdom; or (v) Norway or (vi) the respective governmental institutions and agencies of any of the foregoing, including the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and HM Treasury of the United Kingdom (together the “Sanctions Authorities” and each a “Sanctions Authority”). “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HM Treasury of the United Kingdom, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities. “Scheduled Commercial Operations Date” shall be [*****]. “Scope of Works” means the scope of works as set out in Exhibit A. “Senior Supervisory Personnel” means, with respect to a Person: (a) any individual who is its senior manager, or resident manager, who has overall direction of the operations and activities of such Person in respect of the Project; (b) any individual who is at a management level equivalent to or superior to the individual referred to in sub-paragraph (a) above, including specifically any officer or director who has authority in relation to the operations and activities in respect of the Project; (c) any individual with management or supervisory responsibilities in relation to the operations and

32 ©Copyright Golar LNG. All rights reserved. activities in respect of the Project and who directly reports to an individual referred to in sub-paragraphs (a) or (b). “Startup” means, with the exception of the Performance Tests, the activities during the period of time beginning with initial operation of the Equipment for the production of LNG and ending at achievement of B&V Final Acceptance. “Step-In Agreement” has the meaning specified in Article 24.1. “Subcontract” means any agreement between the Contractor and a Subcontractor for the performance of any portion of the Works or the supply of any materials or equipment (all such agreements to be entered into in accordance with Article 6). “Subcontractor” means any Person, including B&V, with whom the Contractor has entered into a subcontract and including any purchase order or other agreement for such Person to perform any part of the Works or to supply any materials, equipment or supplies relating to the performance of the Works, and any other Person with whom any Subcontractor or any of its subcontractors of any tier has further subcontracted any part of the Works or contracted for the supply any materials, equipment or supplies relating to the performance of the Works. “Subcontractor Site” means any location at which a Subcontractor carries out part of the Works. “Supplier Competitor” means each of (i) [*****] (ii) any other entity notified by B&V to the Contractor in writing, subject to such entity being an entity that competes with B&V and/or its vendor and their Affiliates in the business of manufacturing, supplying and servicing components, parts or equipment similar to the components, parts and equipment provided under the B&V EP Sub- Contract. For the avoidance of doubt, the Contractor shall not be prohibited from engaging any of the above named entities and/or any other entity notified by B&V in future in respect of the B&V EP Subcontract for any scopes (including for the inspection of Equipment supplied by any such entity) other than the Equipment

33 ©Copyright Golar LNG. All rights reserved. to be supplied by B&V pursuant to the B&V EP Subcontract. “Surviving Obligations” has the meaning specified in Article 37.18. “Suspended Works” has the meaning specified in Article 22.1. “System” means a system or subsystem of the Vessel. “Taxes” means any and all taxes, assessments, levies, duties, fees, charges and withholdings of any kind or nature whatsoever and howsoever described, including value-added, sales and use taxes, gross receipts, licence, payroll, federal, state, local or foreign income, environmental, profits, severance, premium, franchise, property, excise, capital stock, import, stamp, transfer, employment, occupation, generation, privilege, utility, regulatory, energy, consumption, lease, filing, recording and activity taxes, levies, duties, fees, charges, imposts and withholding, together with any and all penalties, interest and additions thereto. “Technical Information” means Confidential Information that is proprietary in nature (such as processes or product formulations) and not of a business, economic or financial nature. “Termination Account” has the meaning specified in Article 22.10. “Tests” means any examination of the engineering, design, procurement or construction to be carried out in accordance with the standards referred to in the Basis of Design or requested by a relevant authority or as required pursuant to the Contractor own quality assurance management system. For the avoidance of doubt, Tests does not include the Performance Tests which are dealt with in the Performance Tests Procedure and Performance Test Protocol. “Third Party” means any Person other than any member of the Contractor Group or any member of the Owner Group. “Upstream Facilities” means the facilities involved in delivering Feed Gas to the Vessel at the Project Site, including [*****].

34 ©Copyright Golar LNG. All rights reserved. “US Dollar” or “$” means the lawful currency of the United States of America. “Variation” means a change to the Works or to the Vessel, and includes additions, omissions (in relation to omissions only, where needed to satisfy project requirements relating to an update in the Basis of Design, requirements of the Lessee, requirements of Applicable Laws and matters such as local content requirements), substitutions, alterations, revisions, modifications, changes in quality or character, kind, position, dimension, level or line and changes in the specified sequence, method, specifications, schedule, design standards, basis of design, or timing of the Works, or any changes in the performance, functionality or other characteristics of the Vessel, or any changes, additions or deletions (in whole or in part) of any tests in respect of the same. “Variation Instrument” means a Variation Order or a Disputed Variation Order. “Variation Order” means a written order from the Owner in accordance with Article 10 hereof and in the form set out in Exhibit L, that authorizes or directs a Variation. “Variation Order Proposal” has the meaning specified in Article 10.7. “Variation Price Schedule” means the rates and prices set out in Exhibit B to be applied to Variations pursuant to Article 10.18.2 and Disputed Variation Orders pursuant to Article 10.17.2. “Vessel” means the floating liquefied natural gas liquefaction facility which shall be designed and engineered, procured, constructed, tested, commissioned by the Contractor and delivered by the Contractor to the Owner pursuant to the terms and conditions of this Agreement and all Equipment, supplies and other items in relation thereto to be provided by the Contractor to the Owner pursuant to the terms and conditions of this Agreement. The “Vessel” shall include the Donor Vessel, including all hull, accommodation, machinery, tanks, equipment, spare parts, stores and consumables of the Donor Vessel.

35 ©Copyright Golar LNG. All rights reserved. “VOR” means, as the case may be, an Owner VOR or a Contractor VOR. “Warranty Bond” means [*****] the Warranty Guarantor in favour of the Owner to secure the performance of the Contractor’s obligations in relation to the warranties under this Agreement and which shall be in the form set out in Exhibit K. “Warranty Defect” means any defect in or damage to the Vessel and the Works discovered after Contractor Final Acceptance which is due to defective design or engineering, materials, installation, storage, procurement, bad workmanship, or failure to meet any requirement or specification of this Agreement, in respect of the Works. “Warranty Guarantor” means the issuer of the Warranty Bond, or any guarantor issuing a replacement Warranty Bond. “Wilful Misconduct” means any act or failure to act (whether sole, joint or concurrent) by any Person that was intended to cause harmful consequences such Person knew, or should have known, such act or failure would have on the safety or property of another Person. “Works” means all activities, work, services and supply, including all design and engineering, procurement, construction, integration, Tests, Pre-Sailaway Commissioning, Project Site Works, Performance Tests, supply of Materials and Equipment and Commissioning Spares and rectification of Non- Conformities and Warranty Defects to be carried out by the Contractor subject to and in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, “Works” includes all B&V Topsides Works. “Worksite” means any location at which any portion of the Works are or will be performed by the Contractor or its Subcontractors, including the Conversion Yard, all Subcontractor Sites and the Project Site. Article and Exhibit References 1.2 Any reference to a particular Article, section, subsection, paragraph, subparagraph, Exhibit or schedule, if any, shall be a reference to such Article,

36 ©Copyright Golar LNG. All rights reserved. section, subsection, paragraph, subparagraph, Exhibit or schedule in or to this Agreement. Interpretation 1.3 Except where the context suggests otherwise, terms in the singular shall include the plural and vice versa. 1.4 Any reference to any agreement, document or drawing defined or referred to in this Agreement shall include each amendment, modification and supplement thereto effective at the Effective Date, except where otherwise indicated. 1.5 Any reference to any statute includes reference to every order, instrument, regulation, direction or plan having the force of law made thereunder or deriving therefrom and any amendment or re-enactment of that same from time to time in force. 1.6 Any term defined by reference to any other agreement or document shall have such meaning whether or not such agreement or document remains in effect. 1.7 The words “include” and “including” shall be construed to include the phrase “without limitation.” The terms “hereof” or “thereof”, “herein” or “therein”, “hereunder” or “thereunder”, and comparable terms refer to the entire agreement or document with respect to which such terms are used and not to any particular article, section, paragraph or other subdivision thereof. 1.8 The captions and section headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the scope or intent of any provision contained herein. 1.9 A reference to any Governmental Authority includes any Governmental Authority succeeding to such agency’s or authority’s functions and capabilities. Any reference to a Person shall include that Person’s successors and permitted assigns or to any Person succeeding to that Person’s functions. 1.10 If any provision of this Agreement contemplates that the Parties shall negotiate or agree to any matter after the Effective Date, such provision shall be construed to include an obligation on the Parties to negotiate or reach an agreement in good faith within the spirit and intent of this Agreement. 1.11 Exhibits A to Q (inclusive) are incorporated into this Agreement, (Exhibit Q being incorporated mutatis mutandis into this Agreement, but for the avoidance of any doubt and notwithstanding any other provision of this Agreement, nothing in Exhibit Q shall impose any obligation or liability on the Owner to the Contractor and/or any other entity (whether a Third Party or otherwise) or relieve the Contractor from any liability or obligation whatsoever under this Agreement and shall form an integral part of this Agreement and shall be read and construed in

37 ©Copyright Golar LNG. All rights reserved. conjunction with Articles 1-37. Such Exhibits shall be interpreted so as to give effect to the intent of the Parties as evidenced by the terms of this Agreement when taken as a whole. Provided, however, that in the event of an irreconcilable conflict or inconsistency between Articles 1-37 and any Exhibit or Exhibits, or between any Exhibits, the document or provision that requires the highest standard on the part of the Contractor shall prevail. For the avoidance of doubt, conflicts or inconsistencies shall mean when two or more documents or provisions stipulate different and irreconcilable content or instructions. Where the details in one document or provision show one thing and another document or provision is silent and does not indicate anything, the document or provision which stipulates the details shall prevail.

38 ©Copyright Golar LNG. All rights reserved. ARTICLE 2 REQUIREMENTS FOR SIGNATURE AND EFFECTIVENESS, STATUS OF CONTRACTOR AND RESPONSIBILITY FOR THE DONOR VESSEL Requirements for signature and effectiveness of this Agreement 2.1 Without prejudice to the rights and obligations of the Parties under this Agreement, the following is acknowledged and confirmed to have been provided or to have taken place on or before the execution by the Parties of this Agreement: 2.1.1 the execution by the Owner and B&V of the PRICO Licence; 2.2 Without prejudice to Articles 2.3 and 2.4 of this Agreement, this Agreement shall become effective upon the date of this Agreement as first above written. 2.3 On or before 23:59 Oslo local time seven (7) days after the Effective Date (“Notice to Proceed Deadline”) the Owner may (at its sole and absolute discretion) give the Contractor the Owner’s written notice expressly confirming that all Conditions Subsequent have been satisfied or waived (such notice the “Notice to Proceed” and the date of such notice being the “NTP Date”). 2.4 Unless expressly agreed otherwise by the Parties in writing, should, for any reason whatsoever, the Owner not give the Contractor the Notice to Proceed on or before the Notice to Proceed Deadline either: 2.4.1 if the Owner has paid the Contractor the Initial Payment on or before the Notice to Proceed Deadline, the Contractor shall promptly after the Notice to Proceed Deadline repay to the Owner the full amount of the Initial Payment (for the avoidance of doubt, such repayment shall not include interest) and following such repayment (for the avoidance of doubt, the Owner shall have no liability to the Contractor under or in connection with this Agreement whether or not the Contractor makes such repayment) this Agreement shall become null and void and of no effect as if never executed, and as a consequence thereof, the Parties shall be absolutely free of all liabilities arising from the negotiation and/or execution of this Agreement and no Party shall be entitled to claim from any other Party any compensation, costs and/or loss; or 2.4.2 if the Owner has not paid the Contractor the Initial Payment on or before the Notice to Proceed Deadline, this Agreement shall become null and void and of no effect as if never executed, and as a consequence thereof, the Parties shall be absolutely free of all liabilities arising from the negotiation and/or execution of this Agreement and no Party shall be entitled to claim from any other Party any compensation, costs and/or loss.

39 ©Copyright Golar LNG. All rights reserved. Notice to Proceed (NTP) of this Agreement 2.5 Within three (3) Business Days after the date of this Agreement the Contractor shall provide the Owner with the duly issued Contractor Parent Company Guarantee. 2.6 Notwithstanding any other provision of this Agreement, the Owner shall not be obliged to pay the Initial Payment under this Agreement until the conditions set out in Articles 2.6.1 and 2.6.2 have been satisfied (“Conditions Precedent to Initial Payment”), and shall not be obliged to make any payment under this Agreement other than the Initial Payment until the Conditions Precedent to Initial Payment and the condition set out in Article 2.6.3 have all been satisfied: 2.6.1 Receipt by the Owner of the Contractor Parent Company Guarantee in accordance with Article 2.5; 2.6.2 The Owner Direct Agreement has become effective; and 2.6.3 Receipt by the Owner of the notarised and apostilled Contractor Parent Company Guarantee. 2.7 The Owner requires the following Conditions Subsequent to be satisfied as pre- conditions for it giving a Notice to Proceed (it being acknowledged between the Parties that these Conditions Subsequent are (or, as the case may be, for the purposes of this Agreement are deemed to be) for the benefit of the Owner only and accordingly only the Owner may waive or confirm as satisfied any of these Conditions Subsequent): 2.7.1 Satisfaction of Conditions Precedent to Initial Payment; 2.7.2 The Contractor has received the Initial Payment; 2.7.3 The Subcontractors listed in Exhibit M – “List of Novated Subcontractors” have entered into novation agreements with the Owner and Contractor and have confirmed in writing to the Parties that (i) the Owner has paid all payments due to date under and in accordance with the terms of the relevant Subcontract, (ii) all liens and rights of retention or equivalent in any jurisdictions in respect of the subject matter of the Pre-EPC Work Orders have been waived or released, and (iii) it has no claims for additional payment under the pre-EPC supply or services Orders other than those identified and quantified to the Contractor; 2.7.4 B&V has confirmed in writing to the Parties that all undisputed payment obligations under the PRICO® License Agreement have- been satisfied;

40 ©Copyright Golar LNG. All rights reserved. 2.7.5 B&V has confirmed in writing to the Contractor that all necessary direct security for payment has been provided to B&V by the Owner; and 2.7.6 Receipt by the Contractor of the Owner Parent Company Guarantee Status of the Contractor 2.8 The relationship between the Contractor and the Owner shall be that of independent parties. The Contractor shall have no right, power or authority to enter into any agreement or undertaking for, act on behalf of, or to act as or be an agent or representative of, or to otherwise bind or obligate the Owner, and the Owner shall have no right, power or authority to enter into any agreement or undertaking for, act on behalf of, or to act as or be an agent or representative of, or to otherwise bind or obligate the Contractor. Nothing contained herein shall be construed as creating a master-servant relationship or principal-agent relationship between the Owner and the Contractor or any of its Subcontractors and the Owner. Nevertheless, the Contractor shall strictly comply with all provisions, terms and conditions of this Agreement, and the fact that the Contractor is an independent Party does not relieve it from its responsibility to fully, completely, timely and safely execute the Works in strict compliance with this Agreement. Nothing herein limits or affects the authority of the Contractor Project Director to act for and on behalf of, and to bind, the Contractor on all matters pertaining to or connected with this Agreement. Responsibility for the Donor Vessel 2.9 The Owner shall source and deliver to the Conversion Yard the Donor Vessel with the LNG cargo tanks in a functional and operational condition. The Donor Vessel shall be delivered gas free and shall be delivered at [*****]. The Owner shall be responsible for customs clearance at the anchorage point for importation of the Donor Vessel into the People’s Republic of China. Subject to the Contractor complying with its obligations under this Article, any delays by the Owner in delivering the Donor Vessel in accordance with this Article 2.9 (such delays to be calculated from the day following the date on which customs clearance has been obtained) shall entitle the Contractor to an extension of the date of Contractual Ready for Sailaway Date for each Day of delay in delivery. The Contractor shall provide all assistance the Owner may reasonably require for the purposes of obtaining customs clearance in a timely manner to achieve the aforesaid date for delivery. 2.10 The Contractor carried out visual inspection of the Donor Vessel on 17 March 2024 and has also inspected the Donor Vessel Documents in respect thereof. 2.11 Upon Donor Vessel delivery, the Parties shall execute the Delivery Certificate in Exhibit L to evidence the delivery of the Donor Vessel and the date thereof, whereupon delivery shall have been accomplished.

41 ©Copyright Golar LNG. All rights reserved. 2.12 Notwithstanding any other provision of this Agreement, the Contractor represents and warrants that: 2.12.1 to the extent identifiable from the Contractor’s and/or the Contractor Group’s inspection (or which would have been identifiable if such inspection has been carried out to the Required Standard) of the Donor Vessel and the Donor Vessel Documents, the Donor Vessel is suitable for the Works (with any issues identified at such inspection, or in the Donor Vessel Documents, if applicable, having been raised by the Contractor with the Owner and, to the extent reasonably possible, resolved to the reasonable satisfaction of the Contractor prior to the Donor Vessel being delivered to the Conversion Yard in accordance with Article 2.9) and the Works can be completed in accordance with the Project Schedule, provided that as at the date of delivery of the Donor Vessel by the Owner to the Contractor, the Donor Vessel is in substantially the same condition as at the date of the inspection referred to in Article 2.10, fair wear and tear excepted. 2.12.2 To the extent that any issues referred to in Article 2.12.1 are not identifiable from the Contractor’s or the Contractor Group’s inspection (or which would have been identifiable if such inspection has been carried out to the Required Standard) of (i) the Donor Vessel; or (ii) the Donor Vessel Documents (including any issues arising from the inspection referred to in Article 2.14 below), the Contractor shall be entitled to a Variation Order in accordance with and subject to the terms of Article 10. To the extent that the Contractor is in breach of any of its representations and warranties in Article 2.12.1, the Contractor shall comply in full with its obligations under this Agreement, including in respect of the Works, the Key Contract Dates, the Project Schedule and the Guaranteed Performance and shall not be entitled to claim a Variation or any other adjustment of any terms of this Agreement. 2.13 To the extent that the Donor Vessel is not in substantially the same condition that it was as at the date of the inspection or is otherwise not in substantially the same condition as was identifiable from the Donor Vessel Documents (save to the extent that any inconsistency with the Donor Vessel Documents would have been reasonably apparent from the inspection and/or the Pre-Purchase Survey Report) referred to in Article 2.10, fair wear and tear excepted, the Parties recognise that the Contract Price may need to be adjusted. Any such adjustment to the Contract Price shall be in accordance with and subject to the terms of Article 10, except that it will only take into account increased or reduced material or equipment quantities as addressed in Exhibit B. The Contractor shall take all reasonable steps to minimise any adjustment to the Contract Price.

42 ©Copyright Golar LNG. All rights reserved. 2.14 Within two (2) months after delivery of the Donor Vessel, the Contractor shall arrange an inspection of the Donor Vessel tanks and any other areas of the Donor Vessel agreed by the Parties, such inspection to be attended by the Parties and the Classification Society. Following such inspection, the Parties shall agree in writing on the scope of any repair work required based on Owner’s provided RLE Work Packages and, if the Parties agree it is necessary, the Contractor shall engage a specialist third party to perform such work. Such work shall form part of the Works and the Contractor shall be entitled to claim a Variation Order in accordance with and subject to the terms of Article 10. To the extent that any delay is caused solely by the Owner by failure to comply with its obligation to provide RLE Work Packages under this sub-Article 2.14, such delay shall entitle the Contractor to an extension of the date of Contractual Ready for Sailaway Date for each Day of delay to the extent that such delay impacts the critical path.

43 ©Copyright Golar LNG. All rights reserved. ARTICLE 3 CONTRACT PRICE AND PAYMENT Contract Price 3.1 The total Contract Price for the Works shall be [*****], which shall be fixed, and shall not be subject to any adjustment except in the event of a Variation, adjustment of provisional quantities, including, without limitation, the adjustment of quantities for the demolition and Repair and Life Extension work pursuant to a Variation. 3.2 Subject to Articles 10 and Articles 3.3, 3.4, 3.5 and 3.6 below, the Contract Price shall be a lump sum price and the Contractor’s sole compensation and remuneration for the full and complete performance of all the Contractor’s obligations under or relating to this Agreement. Without limitation to the generality of the foregoing, the Contract Price includes: 3.2.1 the cost of the performance of the Works performed in accordance with the requirements of this Agreement, save that the Contract Price does not include the Pre-Contract Costs (save that the Pre-Contract Costs shall be included in the Contract Price for the purposes of calculating maximum liquidated damages amounts under Article 4, liability caps including under Article 25 and the Warranty Bond amount); 3.2.2 save for the Pre-Contract Costs, all costs, charges and expenses of whatever nature applicable to the Works, including the equipment, labour, transportation, services and intellectual Property Rights to be provided under this Agreement, and all Taxes (other than those Taxes for which the Contractor is expressly not responsible for pursuant to this Agreement); and 3.2.3 the cost of procuring the classification of the Vessel and of obtaining all certificates of the Classification Society and any other certificates required to be procured by the Contractor under this Agreement. 3.3 For the avoidance of doubt, save where expressly provided otherwise elsewhere in this Agreement or unless amended by way of a Variation in accordance with and subject to the provisions of Article 10, the Contract Price does not include: 3.3.1 the costs of compliance with the Applicable Laws of the Project Site, to the extent these result in requirements on the Contractor which exceed the requirements otherwise applicable under this Agreement unless specified in the Basis of Design; 3.3.2 the B&V cost of compliance with Flag State requirements for the engineering and procurement of the B&V Topsides Works;

44 ©Copyright Golar LNG. All rights reserved. 3.3.3 Owner’s Spares; 3.3.4 Save for training programs offered and/or to be provided by B&V (as stated in this Agreement and/or in the B&V EP Subcontract), training programs offered by Equipment vendors are to be arranged by the Owner and are outside Contractor’s scope of Works. Process training simulator is not included; 3.3.5 Refrigeration compressor string test (fully coupled compressor/driver performance test in the supplier factory) for the mixed refrigerant compressors; 3.3.6 Vendor technical assistance costs at Project Site; 3.3.7 The Pre-Contract Costs; 3.3.8 Any Repair and Life Extension work of the LNG cargo tanks; 3.3.9 Compliance with relevant requirements of International Finance Corporation (IFC) of World Bank Group referenced in the Basis of Design; 3.3.10 Cost of storage, maintenance and preservation of Materials and Equipment in respect of Novated Subcontracts equipment and B&V Novated Equipment due to early delivery to the Conversion Yard; 3.3.11 Any items listed in Article 3.6; and 3.3.12 Reasonable and documented Cost of B&V for compliance with Exhibit E10. 3.4 The following shall be priced on provisional sum and shall be compensated based on the agreed mark-up rates in Exhibit B: 3.4.1 Cost for in-house engineer from B&V for Project Site commissioning; 3.4.2 Cost of new components for the Repair and Life Extension scope; 3.4.3 Cost for Subcontractor technical assistance for the Repair and Life Extension scope; 3.4.4 Cost of B&V’s procurement of [*****]; and 3.4.5 Owner Nominated Equipment and Slot Reservation Agreement items which shall convert to lump sum price item upon mutual agreement by both Parties. 3.5 The following shall be priced on provisional sum and shall be compensated on the rates specified in Exhibit B (the “Remeasurable Scope”):

45 ©Copyright Golar LNG. All rights reserved. 3.5.1 Cost for procurement, fabrication and installation for topsides and topsides hook up and integration, which will be adjusted based on the final quantities; 3.5.2 Cost for demolition and Repair and Life Extension work, (other than work described in 3.4.2 and 3.3.8), which will be adjusted based on the final quantities; 3.5.3 Cost for procurement and modification of bow area, if any, which will be adjusted based on the final quantities; and 3.5.4 Cost of installation of OFE for shipboard equipment for mooring system and riser, which will be adjusted based on the final quantities. 3.6 The following shall be calculated based on a time and cost basis: 3.6.1 B&V’s vendor technical assistance services at the Conversion Yard as per Exhibit Q-44; 3.6.2 commissioning support of vendors of Equipment procured by the Contractor at the Project Site prior to Contractor Final Acceptance. Such sums shall be calculated on a time and cost basis by reference to the schedule of unit rates, prices and pricing principles set out in Exhibit B, except that under no circumstances shall the Contractor be entitled to claim time or costs in respect of work or services carried out by the Contractor or any Subcontractor as a result of a Non- Conformity or Warranty Defect, including any remedial work and the re-performance of any commissioning or test as a result of a Non- Conformity or Warranty Defect; and 3.6.3 any material purchased but not used for topsides based on incomplete MTO to meet the requirement of the Project Schedule, Owner shall compensate the Contractor based on unit rates in Exhibit B. For avoidance of doubt, the Contractor shall make reasonable efforts to utilize any wrongly purchased or excess materials in the remaining topside fabrication. 3.7 The Contractor is deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price for the completion of the Works in accordance with the terms and conditions of this Agreement. Without limiting the generality of Article 3.2 (and without prejudice to Article 3.3 - 3.6) but subject to Article 10, the Contractor expressly acknowledges that it is not entitled to, and waives any right to seek, any adjustment to be made to the Contract Price due to increases in costs arising due to inflation or changes in China Taxes or any Taxes for which the Contractor is liable under this Agreement.

46 ©Copyright Golar LNG. All rights reserved. 3.8 Any and all payments by the Owner to the Contractor under this Agreement shall be made in three (3) currencies: US Dollars ($), Euro (EUR), and Chinese Yuan (CNY). 3.9 All surplus and scrap materials and equipment dismantled from the Donor Vessel shall belong to the Contractor. The Contractor shall be responsible for storing, handling, and safely disposing of such materials and equipment in accordance with the Owner’s sole direction and Applicable Law. For avoidance of doubt, any Tax and export/import costs in excessive of the sale value of the aforesaid surplus and scrap material and equipment shall be borne by the Owner. However, Contractor shall use reasonable efforts to minimize such cost impact. Payment of Instalments of the Contract Price 3.10 The Parties unconditionally and irrevocably agree that as of the Effective Date (but for the avoidance of doubt, excluding any payment of the Initial Payment), the Owner has paid an aggregate amount of (i) [*****]; and (ii) [*****] and (iii) [*****] ((i), (ii) and (iii), together, the “Pre-Contract Costs”). For the avoidance of doubt whilst such work forms part of the Works, the sums paid in respect of such work (namely, the Pre-Contract Costs) are not included in the Contract Price (save that the Pre-Contract Costs shall be included in the Contract Price for the purposes of calculating maximum liquidated damages amounts under Article 4, liability caps including under Article 25 and the Warranty Bond amount); 3.11 Subject to the Contractor Parent Company Guarantee being in full force and effect on the terms and conditions in this Agreement and subject to the remaining provisions in this Article 3, the Contract Price shall be paid by the Owner to the Contractor in Instalments in accordance with an Instalment payment schedule set out in Exhibit B in arrears against the full and complete achievement by the Contractor of the Milestones completed during the relevant preceding period and as set out in detail in Exhibit B. The portion of the Works attributable to each Instalment is as set out in Exhibit B. 3.12 Notwithstanding any provisions stated above to the contrary, the Contractor shall be entitled to be paid by the Owner for invoices submitted: (A) for Milestones achieved; and (B) for the progress pertaining to a Variation where the terms of the Variation provide that such Variation is to be paid for on a progress basis, in the preceding month. Such invoice shall be accompanied by a copy of (i) the relevant Milestone Certificate approved in accordance Article 3.13, and (ii) the relevant Variation Orders. 3.13 Upon completion of any of the Milestones, the Contractor shall submit to the Owner a Milestone Certificate with verifying documentation of the Milestone achievement and the Owner shall respond to the Contractor within nine (9) Days of receipt of same, either:

47 ©Copyright Golar LNG. All rights reserved. (a) approving the Milestone Certificate; or (b) in the event that all of the Works pertaining to the relevant Milestone has not been achieved, with a written list of items provided by the Owner’s Representative that the Owner considers to be incomplete or defective or missing supporting information, which shall be cross-referenced to the relevant requirements of this Agreement. The Contractor shall remedy such listed items and, once remedied, shall give the Owner notice in writing that it has achieved the relevant Milestone, whereupon the Parties shall re-implement the provisions of this Article 3.13 until the milestone is achieved. Milestone Certificates will be deemed approved should the Owner not provide a response under sub-Clause (a) or (b) within nine (9) Days of receipt of such certificates, following a written reminder from the Contractor to the Owner’s Representative to provide such response. 3.14 After the completion of each Milestone as certified by the Owner, the Contractor shall submit an invoice to the Owner duly prepared in the form set out in Exhibit L and, in order to demonstrate that the relevant Milestone has been achieved, the Contractor shall prepare, and provide to the Owner, an Instalment payment report in the form set out in Exhibit L. The Owner shall pay the relevant Instalment to the Contractor within forty-five (45) Days after receipt of a correct invoice and an Instalment payment report complying with Exhibit D and Exhibit L. If the due date for payment is not a Business Day, the payment shall be due on the next Business Day. 3.15 The Contractor shall from the NTP Date until Contractor Final Acceptance prepare and maintain a rolling forecast of the amounts of Payment Milestones due to the Contractor with a +/-20% accuracy for the upcoming (3) three month period and, not later than five (5) Business Days after the start of each month, shall provide the Owner with a written copy of such forecast for all Payment Milestones and other payments the Contractor reasonably expects to fall due (and the date on which they are expected to fall due). It is understood that the purpose of the forecast is to enable the Owner to prepare for the currency payments due from the Owner to the Contractor under this Agreement and to avoid unnecessary tie-up of capital by the Owner. 3.16 The Owner shall pay the Instalments to the Contractor by means of a wire transfer of funds to the Contractor bank account identified below, or to such other account as the Contractor shall advise the Owner in writing (“the Contractor’s Bank Account”). [*****] 3.17 A failure by the Owner to pay an Instalment in a timely manner when due and payable under the terms and conditions of this Agreement shall entitle the

48 ©Copyright Golar LNG. All rights reserved. Contractor to claim the Default Interest Rate, unless such Default Interest Rate is determined to be a penalty, in which case the Contractor shall be entitled to claim the maximum rate of interest allowable by Applicable Laws (up to a maximum amount equalling the Default Interest Rate) starting from the due date of the relevant Instalment until the outstanding payment is remitted into the Contractor’s Bank Account. Further, if the Contractor serves a default notice on the Owner in respect of non-payment of an Instalment that has become due and payable under this Agreement after forty-five (45) Days, and the Owner wrongfully and without justification (for the avoidance of doubt, if the Owner has set off sums in accordance with Article 4.19, withheld sums in accordance with Article 3.21.2 and/or or given notice in accordance with Article 3.21.3 such circumstances (or, as appropriate, any one of these) shall constitute good justification for the purposes of this Article 3.17)) fails to pay the instalment within thirty (30) Days of such default notice, then for each day of delay in payment after the expiry of such thirty (30) Day default notice period, the Contractor shall be entitled to claim Permissible Delay but only if and to the extent that such non- payment causes critical delay to the completion of the Works and the Contractor has taken all reasonable steps to mitigate such delay to the completion of the Works. 3.18 Payment of an Instalment shall not be considered a waiver of any claim or right that the Owner may have under this Agreement. No payment to the Contractor or any use of the Vessel by the Owner shall constitute an acceptance of any of the Works or shall relieve the Contractor of any of its obligations or liabilities with respect thereto. All payments shall be subject to correction and adjustment to be made in subsequent payments. Any payments made by the Owner in error shall be immediately returned by the Contractor to the Owner. Invoices 3.19 Invoices issued under Article 3.12 shall be prepared in accordance with the invoicing and accounting protocols set out in Exhibit D. 3.20 Invoices shall only be considered valid for payment if prepared and submitted with sufficient supporting documentation for the Owner to assess whether the invoiced amounts have been earned by the Contractor in accordance with this Agreement. If an invoice contains obvious errors in computations or is incomplete (including with respect to sufficient supporting documentation), the Owner shall endeavour to return comments on such invoice to the Contractor within ten (10) Days after receipt and the Contractor shall issue a credit note for the original invoice and a new invoice. Payment of an amended invoice shall, subject to Article 3.21-3.22, be made within forty-five (45) Days after the date of receipt of such amended invoice. Where the Owner has not commented on an invoice in accordance with this Article 3.20 that invoice shall, subject to Articles 3.21-3.22, be payable in accordance with Article 3.14.

49 ©Copyright Golar LNG. All rights reserved. Disputed Invoices 3.21 In the event of a disagreement concerning any invoice, the Owner shall: 3.21.1 make payment of the undisputed amount thereof in accordance with Article 3.14 and Article 3.20; 3.21.2 withhold payment of the disputed amount until such disagreement is resolved between the Parties or determined by reference to arbitration in accordance with the provisions of Article 29, whereupon any amount that has been agreed or determined to be payable shall be paid by the Owner within ten (10) Business Days (and the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 if and to the extent the Owner fails to make payment in accordance with the terms of this Agreement); and 3.21.3 as soon as reasonably practicable and in any event on or before the due date for payment under Article 3.14, notify the Contractor of the reasons for such disagreement. 3.22 Neither the presentation, payment or non-payment of an individual invoice shall constitute a settlement of a dispute, an accord, satisfaction, a remedy of account stated, or otherwise waive or affect the rights of the Owner. In particular, the Owner may correct or modify any sum previously paid to the Contractor under this Agreement in any or all of the following circumstances: (i) any such sum was incorrect; and/or (ii) any such sum was not properly payable to the Contractor. 3.23 In addition to the provisions of Article 11 in respect of Liens, under no circumstances shall the Contractor be entitled to delay or prevent the Actual Ready for Sailaway Date and/or departure of the Vessel from the Conversion Yard and/or its transit to the Project Site as a result of any dispute whatsoever, including as to the amount of any Instalment.

50 ©Copyright Golar LNG. All rights reserved. ARTICLE 4 LIQUIDATED DAMAGES Liquidated Damages – Ready For Sailaway (Delay) 4.1 If Ready for Sailaway is delayed beyond the Contractual Ready for Sailaway Date as amended by Variation Orders or Permissible Delay: 4.1.1 from the first Day of delay up to and including the [*****] of such delay in Ready for Sailaway there shall be a grace period and no payment of liquidated damages shall be made by the Contractor to the Owner in respect of such delay; 4.1.2 from and including the [*****] of such delay in Ready for Sailaway up to and including the [*****] of such delay in Ready for Sailaway, the Contractor shall pay liquidated damages to the Owner in an amount of [*****]; 4.1.3 from and including the [*****] of such delay in Ready for Sailaway up to and including the [*****] of such delay in Ready for Sailaway, the Contractor shall pay liquidated damages to the Owner in an amount of [*****]; 4.1.4 from and including the [*****] of such delay in Ready for Sailaway until the liquidated damages payable by the Contractor to the Owner for such delay in Ready for Sailaway reach the total limit referred to in Article 4.2, the Contractor shall pay liquidated damages to the Owner in an amount of [*****]. 4.2 The liquidated damages referred to in Article 4.1 shall be cumulative. The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.1 shall in no event exceed the greater of: 4.2.1 [*****]; and 4.2.2 [*****] Liquidated Damages – Minimum Performance (Delay) 4.3 If, following Ready for Sailaway, the Contractor fails to achieve Minimum Performance on or before the Guaranteed Minimum Performance Date (as amended by Variation Orders or Permissible Delay) the Contractor shall, subject to the Minimum Performance LD Cap, pay liquidated damages to the Owner as follows: 4.3.1 From the first (1st) Day of such delay in achieving Minimum Performance by the Guaranteed Minimum Performance Date up to and including the [*****] after the Guaranteed Minimum Performance

51 ©Copyright Golar LNG. All rights reserved. Date, the Contractor shall pay liquidated damages to the Owner in an amount of [*****] after the Guaranteed Minimum Performance Date. 4.3.2 From the [*****] of such delay in achieving Minimum Performance by the Guaranteed Minimum Performance Date up to and including the [*****] after the Guaranteed Minimum Performance Date, the Contractor shall pay liquidated damages to the Owner in an amount of [*****] after the Guaranteed Minimum Performance Date. 4.3.3 From the [*****] of such delay in achieving Minimum Performance by the Guaranteed Minimum Performance Date until the liquidated damages payable by the Contractor to the Owner for such delay in Minimum Performance reach the total limit referred to in this Article 4.3, the Contractor shall pay liquidated damages to the Owner in an amount of [*****] after the Guaranteed Minimum Performance Date. If the Contractor fails to achieve Minimum Performance on or before the Guaranteed Minimum Performance Date (as amended by Variation Orders or Permissible Delay), the Contractor shall be liable for liquidated damages payable in accordance with this Article 4.3. Notwithstanding the foregoing, the Contractor shall not be liable for delay liquidated damages under this Article 4.3 for (1) any Day during which there is a concurrent delay by the Owner or (2) where the failure is not due to the fault of Contractor. The liquidated damages referred to in Article 4.3 shall be cumulative. The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.3 shall in no event exceed the greater of: [*****] (the “Minimum Performance LD Cap”). Bonus 4.4 If the Contractor achieves Actual Ready for Sailaway prior to the Contractual Ready for Sailaway Date, the Contractor shall be entitled to issue an invoice to the Owner, and the Owner shall pay to the Contractor, a bonus payment of [*****]. The invoice shall be paid within forty-five (45) Days of receipt by the Owner of such invoice for payment. The Owner may, at its own discretion, reserve and award an incentive amount, up to [*****] if the Contractor achieves Actual Ready for Sailaway prior to the Contractual Ready for Sailaway Date. Liquidated Damages – (Deficiencies in Performance) 4.5 The Contractor guarantees to the Owner that the B&V Topsides Works will achieve an output as defined in Exhibit Q-35 (Performance Guarantees) (the “Guaranteed LNG Output”), failing which the Contractor shall, in circumstances where Minimum Performance has been achieved but Guaranteed Performance

52 ©Copyright Golar LNG. All rights reserved. has not been achieved, subject to the limitation in Article 4.6, pay liquidated damages to the Owner as follows: 4.5.1 Where the actual output (as measured by the procedure in Exhibit Q- 36) is above [*****] of the Guaranteed LNG Output, the Contractor shall pay liquidated damages to the Owner in an amount of [*****] for each percentage point of shortfall below [*****]. 4.5.2 Where the actual output (as measured by the procedure in Exhibit Q- 36) is above [*****] of the Guaranteed LNG Output, the Contractor shall pay liquidated damages to the Owner in an amount of [*****] for each percentage point of shortfall below [*****]. 4.6 The liquidated damages referred to in Article 4.5 shall be cumulative. The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.5 shall in no event exceed the greater of: [*****] . 4.7 The Contractor guarantees to the Owner that the fuel gas usage of the B&V Equipment shall be no more than as set forth in Exhibit Q-35 (Performance Guarantees) (the “Guaranteed Fuel Gas Usage”), failing which the Contractor shall in circumstances where Minimum Performance has been achieved but Guaranteed Performance has not been achieved, subject to the limitation in Article 4.8, pay liquidated damages to the Owner as follows: 4.7.1 Where the actual HP fuel gas usage (as measured by the procedure in Exhibit Q-36) exceeds [*****] of the Guaranteed Fuel Gas Usage, Contractor shall pay liquidated damages to the Owner in an amount of [*****]. 4.8 The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.7 shall in no event exceed the greater of: [*****]. 4.9 The Contractor guarantees to the Owner that the electrical power consumption of the B&V Equipment shall be no more than as set forth in Exhibit Q-35 (Performance Guarantees) (the “Guaranteed Electrical Power Consumption”), failing which the Contractor shall, in circumstances where Minimum Performance has been achieved but Guaranteed Performance has not been achieved, subject to the limitation in Article 4.10 pay liquidated damages to the Owner as follows: 4.9.1 Where the actual electrical power consumption (as measured by the procedure in Exhibit Q-36) exceeds [*****] of the Guaranteed Electrical Power Consumption, Contractor shall pay liquidated damages to Owner in an amount of [*****]. 4.10 The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.9 shall in no event exceed the greater of: [*****].

53 ©Copyright Golar LNG. All rights reserved. 4.11 Subject to Article 4.12 with regards to any agreed amendments to the Guaranteed Emissions Levels and/or the testing arrangements, the Contractor guarantees to the Owner that the emissions levels of the B&V Equipment shall be no more than as set forth in Exhibit Q-35 (Performance Guarantees) (the “Guaranteed Emissions Levels”), failing which the Contractor shall, in circumstances where Minimum Performance has been achieved but Guaranteed Performance has not been achieved, subject to the limitation in Article 4.13, pay liquidated damages to the Owner as follows: 4.11.1 Where actual emission levels (as measured by the procedure in Exhibit Q-36) exceed the Guaranteed Emissions Levels, Contractor shall pay liquidated damages to Owner in an amount of [*****]. 4.12 The provisional performance liquidated damages in respect of any failure to meet the Guaranteed Emissions Levels in Exhibit Q-35 (Performance Guarantees) are set out in Exhibit Q-37 (Performance LD Values). The Owner and the Contractor shall discuss in good faith any amendments to the Guaranteed Emissions Levels and/or the testing arrangements thereof that may be reasonably requested by either Party prior to Minimum Performance having been achieved. Any amendments to the Guaranteed Emissions Levels and/or the testing arrangements thereof shall be instructed as a Variation Order subject to and in accordance with the terms of Article 10. 4.13 The total amount of liquidated damages payable by the Contractor to the Owner under Article 4.11 shall in no event exceed the greater of: [*****]. General Limitations on Liability for liquidated damages 4.14 The liquidated damages referred to in this Article 4 shall be cumulative. 4.15 The liquidated damages referred to in Articles 4.5 to 4.13 (inclusive) shall be subject to the following additional limitations: 4.15.1 the total aggregate amount of the liquidated damages payable by the Contractor to the Owner under Articles 4.5 to 4.13 (inclusive) shall in no event exceed the greater of: [*****]. 4.15.2 without prejudice to Article 4.15.1, the total aggregate amount of the liquidated damages payable by the Contractor to the Owner under Articles 4.7 to 4.13 (inclusive) shall in no event exceed the greater of: [*****]. Miscellaneous liquidated damages provisions 4.16 Any amounts payable in respect of liquidated damages under this Article 4 shall be paid by the Contractor to the Owner in US Dollars.

54 ©Copyright Golar LNG. All rights reserved. 4.17 In circumstances where the Owner wishes to set off any amounts due and payable from the Contractor to the Owner against any amounts due and payable by the Owner to the Contractor and any part of the amount due and payable by the Owner to the Contractor is payable to the Contractor in a currency other than US Dollars, the amount the Owner may set off shall be calculated using the currency conversion rates in Exhibit B. 4.18 The Parties confirm and agree that the liquidated damages set out in this Article 4 are a genuine and reasonable pre-estimate of the losses which will be incurred by the Owner, and are in proportion with the legitimate interests of the Owner having regard to the nature of the obligations that are to be performed by the Contractor, and are not a penalty. Subject to and without prejudice to the Owner’s rights (i) relating to Non-Conformities; (ii) relating to Warranty Defects; and (iii) arising under or in connection with Article 22 (Suspension, Default and Termination), the liquidated damages provided in this Article 4 constitute the Owner’s sole remedies for delay in the achievement of Ready for Sailaway by the Contractual Ready for Sailaway Date, and for deficiencies in the performance of the Vessel after Contractor Final Acceptance. 4.19 The liquidated damages under Article 4.1 shall be a debt due and payable by the Contractor to the Owner when they accrue. Without prejudice to the Owner’s right to demand payment of liquidated damages from the Contractor when due and payable, the Owner may set off the due and payable liquidated damages against any sums due from the Owner to the Contractor (including sums due upon achievement of Ready for Sailaway, termination and/or in respect of any Instalment). 4.20 The liquidated damages for delay under Article 4.3 accrue for each Day of delay but shall not be a debt due and payable until the earlier of the Commercial Operations Date or the COD Longstop Date (as the case may be) at which time the accrued liquidated damages shall be payable for each Day of delay that the Owner is liable for delay to any counterpart under a Lease and Operate Agreement, in full and on-demand. To the extent the Owner is liable to its counterpart under a Lease and Operate Agreement, for delay liquidated damages for a total number of Days of delay which is less than the number of Days of delay for which the Contractor has a liability for liquidated damages pursuant to Article 4.3, the period of delay for which the Contractor is required to pay delay liquidated damages under this Agreement shall be reduced such that the number of Days for which the Contractor is liable for delay liquidated damages under Article 4.3 of this Agreement is commensurate with such shorter period of delay for which the Owner is liable to pay delay liquidated damages under any Lease and Operate Agreement and the Contractor shall be liable to pay a blended Daily rate of liquidated damages in respect of such shortened period calculated at the rate of the mean of the rates of delay liquidated damages for each Day which the Contractor would have been liable for delay pursuant to Article 4.3. Without prejudice to the Owner’s right to demand payment of liquidated damages from the Contractor when due and payable, the

55 ©Copyright Golar LNG. All rights reserved. Owner may set off the due and payable liquidated damages against any sums due from the Owner to the Contractor (including sums due upon achievement of Ready for Sailaway, termination and/or in respect of any Instalment). For the avoidance of doubt, the provisions of this Article 4.20 shall not affect the provisions of Article 4.22. 4.21 The liquidated damages under Articles 4.3, 4.5, 4.7, 4.9 and 4.11 shall be a debt due and payable by the Contractor to the Owner and are payable at the end of the cure period under Article 18.16 or 18.20 18.19 (as applicable) whereupon they shall be paid within fourteen (14) Days. Without prejudice to the Owner’s right to demand payment of liquidated damages from the Contractor when due and payable, the Owner may set off the due and payable liquidated damages against any sums due from the Owner to the Contractor (including sums due upon achievement of Ready for Sailaway, termination and/or in respect of any Instalment). 4.22 If this Agreement provides for the payment of liquidated damages but the obligation to pay liquidated damages is held to be unenforceable (as determined by a tribunal, arbitrator, court of competent jurisdiction or other judicial authority), the Contractor shall nevertheless be liable to pay unliquidated damages in respect thereof provided that such damages shall not exceed the maximum amount of liquidated damages which would have been recoverable under this Article if the liquidated damages had been enforceable.

56 ©Copyright Golar LNG. All rights reserved. ARTICLE 5 OBLIGATIONS OF THE CONTRACTOR General 5.1 The Contractor shall carry out the Works with due expedition and without delay so that the necessary Works are completed in order for each Milestone to be met and so that the Vessel achieves: 5.1.1 Ready for Sailaway by the Contractual Ready for Sailaway Date; 5.1.2 Guaranteed Minimum Performance by the Guaranteed Minimum Performance Date; and 5.1.3 Contractor Final Acceptance by the Guaranteed Performance Date in accordance with, and subject to, the requirements of this Agreement. 5.2 Before the Actual Ready for Sailaway Date, the Works shall only be carried out at the Conversion Yard or the Subcontractor Sites. 5.3 Without limiting any specific obligations or requirements in this Agreement, the Contractor shall execute the Works and perform its obligations and activities under this Agreement in accordance with: 5.3.1 Reasonable and Prudent Practice; 5.3.2 the Scope of Works and the Basis of Design; 5.3.3 Applicable Laws and the requirements of the Classification Society; and 5.3.4 all necessary practices and procedures to achieve and comply with the Performance Standards (including by repairing or reconstructing the Work in order to achieve the Performance Standards), (this Article 5.3 being the “Required Standard”). Design Responsibility 5.4 Prior to accepting the responsibility of Exhibit P (Pre-EPC Works Orders from B&V and BE), the Contractor shall perform the verification of the technical accuracy and consistency of Exhibit P (Pre-EPC Works Orders from B&V and BE) provided by the Owner and issue technical query form no later than [*****] and a final report showing all inconsistencies identified in the documentation provided by the Owner no later than (one hundred) 100 Days, both counted from the NTP Date. Subject to and without prejudice to Article 2.12, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance

57 ©Copyright Golar LNG. All rights reserved. with and subject to the terms of Article 10 in respect of any variation of the Contract Price, Schedule of Key Contract Dates, the Project Schedule or any other term of this Agreement arising from actual inconsistencies in Exhibit P. After which, Contractor warrants that such design and technical requirements as per Exhibit P will enable it to perform the Works and deliver the Vessel in accordance with this Agreement, and the Applicable Codes and Standards. Other than in relation to Exhibit O (Rely Upon Information), the Owner has no liability whatsoever, including in the event of negligence, for any design, engineering, analysis or calculations provided by or on behalf of the Owner to the Contractor, whether before or after the Effective Date. Any input on the Contactors’ design and engineering provided by or on behalf of the Owner by way of comments or otherwise shall under no circumstances result in the Owner assuming any design responsibility or liability whatsoever. 5.5 No requirement, request, approval, comment or expression of opinion by the Owner or by any Regulatory Authority (or by any of their respective representatives) of or in respect of any design, engineering, material, workmanship or any plan, drawing or other document shall diminish, impair or affect the obligations of the Contractor under this Agreement. Technical Assistance and Support 5.6 The Contractor shall provide (or as appropriate procure) technical assistance, training at Conversion Yard in Yantai of the Owner’s operational personnel, vendors’ technical assistance and all other items or tasks that are set forth in Exhibit Q-44 and Exhibit Q-46 and in accordance with the requirements of this Agreement. 5.7 The Contractor shall support the Owner’s operational personnel in the Owner’s commissioning, testing and start-up activities at the Project Site, provided that it does not interfere with completion of the Project Site Works, until Contractor Final Acceptance in accordance with Articles 16-19. Classification Society 5.8 In addition to the requirements set out elsewhere in this Agreement, the Contractor shall perform the Works in accordance with the rules and under special survey of the Classification Society (or “CLASS”) and the Vessel shall be constructed to achieve at Ready for Sailaway the notation “✠OI Ship-Shaped LNG Production and Storage Vessel, POSMOOR BIS HELDK ASP” with the B&V Equipment and B&V Topsides Works assessed and stated (by way of a written statement to the Owner from the Classification Society) by the Classification Society as complying with the requirements of design, fabrication and survey for the PROD(LNG) notation.

58 ©Copyright Golar LNG. All rights reserved. 5.9 The Contractor shall engage the Classification Society and be responsible for ensuring that the Classification Society discharges its role in accordance with the terms and conditions of this Agreement. Without prejudice to the foregoing, as soon as practical after the Contractor has entered into the contract with the Classification Society for the project, the Parties shall confirm in writing with the Classification Society that all communications between the Classification Society and either Party shall be shared with both Parties so that both Parties have full visibility of all communications (including attendance at meetings) between the Parties and the Classification Society in relation to the Works (save for any communications between the Contractor and the Classification Society relating to commercial matters between them concerning the supervision agreement between the Contractor and the Classification Society for the Works). 5.10 Decisions of the Classification Society as to compliance or non-compliance of the Works with the rules of the Classification Society shall be final and binding upon both Parties. 5.11 The Owner shall be entitled to attend the technical parts of progress and status meetings with site representatives from the Classification Society upon reasonable notice to the Contractor. 5.12 Save for the period prior to the NTP Date and during offshore works at the Project Site, all fees and charges incidental to the Classification Society and with respect to compliance with the Applicable Laws, rules, regulations and requirements in respect of the Works shall be for the account of the Contractor except where specified otherwise in this Agreement. 5.13 NOT USED. 5.14 The Contractor unconditionally acknowledges, represents and agrees that: 5.14.1 if the Contractor learns of any conflict, inconsistency or discrepancy between this Agreement, instructions, relevant governmental or industry codes or standards (on the one hand), and the requirements of DNV-OS-E201 or the Flag State (on the other hand), the Contractor shall notify the Owner at once and, unless instructed in writing by Owner otherwise, comply in a manner so as to satisfy the most stringent requirements as determined by the Contractor; 5.14.2 if there is any error or omission in the Rely Upon Information, or there is any material amendment to the Rely Upon Information introduced by the Owner and either Party notifies the other in writing of any change to the Scope of the Works reasonably required as a result of such amendment, the Owner shall issue instructions to the Contractor regarding the same and the Contractor shall forthwith comply with

59 ©Copyright Golar LNG. All rights reserved. any written instructions subject to and in accordance with the Contractor’s rights under Article 10 (Variation Orders). Localisation Plan 5.15 Not used. Performance of the Works 5.16 Without limiting the requirements of any other provision of this Agreement, the Contractor shall: 5.16.1 perform or procure that its Subcontractors shall promptly perform the Works subject to and in accordance with the terms and conditions of this Agreement and in accordance with Applicable Laws. Except as otherwise expressly provided in this Agreement or agreed between the Parties in writing, the Contractor shall provide all manpower, materials, consumables, equipment and other matters and things as are necessary to carry out the Works in the manner and to the standard required under this Agreement; 5.16.2 procure and provide, and shall ensure that its Subcontractors shall provide, sufficient suitably qualified and competent Personnel for the proper and timely performance of the Works. 5.16.3 perform (and procure that its Subcontractors shall perform) the Contractor’s obligations under this Agreement and carry out the Works with due skill, care, foresight and diligence in a good and workmanlike and safe manner and in accordance with the Applicable Codes and Standards and the Required Standard, without delays, and in conformity in all respects with the terms and conditions of this Agreement; 5.16.4 ensure that the Contractor and the Subcontractors shall have and utilise the skills, expertise, organisation, Personnel, equipment and all other necessary attributes to carry out the Works; 5.16.5 undertake that other projects of the Contractor will not be given a higher priority than the Works in respect of the allocation of resources; 5.16.6 not take on too much work for other clients such that the Contractor has insufficient resources to perform the Works in accordance with this Agreement; 5.16.7 perform and procure that its Subcontractors shall perform the Works in a manner that ensures the Vessel will meet the Design Life specified in the Basis of Design;

60 ©Copyright Golar LNG. All rights reserved. 5.16.8 implement and maintain during the term of this Agreement, a Contractor Project Execution Plan which documents and demonstrates how the Contractor will systemically execute the Works and includes, as a minimum, the following elements (all of which shall be in accordance with the requirements of this Agreement): 5.16.8.1 a description of the Contractor’s standard procedures, processes and systems used during the Works; 5.16.8.2 a description of the Contractor’s plans for its project organisation, administration and communications, management of data, technical interfaces, schedule, change and risk and opportunities, operations, information management, quality, HSE, engineering, procurement and material management, construction management and execution, and commissioning execution; and 5.16.8.3 a description of the Contractor’s plan to manage digital security during the Works. 5.16.9 carry out all Tests required to ensure compliance with the quality levels required for the fulfilment of this Agreement including the Project Quality Plan; 5.16.10 arrange for the inspections and Tests referred to in the Project Quality Plan to be carried out; 5.16.11 provide to the Owner, for the Owner’s approval: (A) the Project Quality Plan in accordance with Article 5.28; (B) the FAT Plan by six (6) months after the NTP Date; and (C) the Inspection and Test Plan (ITP) by three (3) months after the NTP Date. All of the above plans shall be in accordance with the principles set out in Exhibit E and the Applicable Codes and Standards. If there is unreasonable delay in the Owner approving the above plans, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 5.16.12 procure and maintain the insurances set forth in Article 26, and bear all expenses related to insurances contracted in accordance with Article 26; 5.16.13 (save for the Owner provided Donor Vessel) ensure that all Materials and Equipment supplied in the performance of its obligations under this Agreement shall be new and unused, originally manufactured with certificates of quality and as required by the Classification Society;

61 ©Copyright Golar LNG. All rights reserved. 5.16.14 handle all customs issues in China, including customs clearances and declarations, and be responsible for all duties in relation to the import of Equipment and Materials and if the Owner requests, assist the Owner with importing OFE and Donor Vessel into China (at the Owner’s cost); 5.16.15 promptly obtain and maintain all Contractor Permits required in connection with the Works; 5.16.16 to the extent reasonably practicable applying Reasonable and Prudent Practice, cooperate with any of the Owner’s other contractors and suppliers which are performing works or services in connection with the Vessel and avoid causing any unnecessary disruption to those other contractors or suppliers; 5.16.17 provide, at its own cost, all utilities necessary for the performance of its obligations under this Agreement except for the utilities to be provided by the Owner pursuant to Article 16.15.5. 5.16.18 Perform the Project Site Works. 5.16.19 supply to the Owner all documents and information necessary for the inspection of the Vessel (including the exercise by the Owner and the Inspection Parties of their inspection rights as set out in Article 7), grant full and unrestricted access to all the places where any portion of the Works are being executed, and promptly comply with the Owner’s requests and contractual requirements regarding the Works. For the avoidance of doubt, a Supplier Competitor shall be permitted to inspect Equipment manufactured and/or supplied by that Supplier Competitor but may not (without prior consent of the Contractor, which consent is not to be unreasonably withheld) inspect any Equipment manufactured and/or supplied by any other Supplier Competitor. 5.16.20 Upon written notice from the Owner, correct any errors, discrepancies or omissions in any documents prepared by the Contractor or Subcontractors in accordance with this Agreement. Standard of Work 5.17 The Contractor shall perform the Works and shall procure that the Subcontractors shall perform the Works, in accordance with the provisions of this Agreement, Applicable Law, Applicable Codes and Standards and the Required Standard. For the Work performed by the Contractor, current standards are specified in Exhibit F-3. Contractor will submit the project specific Quality Standards for review and approval within 60 days or such other mutually agreed period after the NTP Date.

62 ©Copyright Golar LNG. All rights reserved. The Contractor Equipment 5.18 The Contractor shall furnish all tools, machinery, structures, scaffolding, cranes, and other equipment necessary and appropriate for the timely and safe execution of the Works at the Worksite in compliance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Contractor shall be responsible for damage to or destruction or loss of, from any cause whatsoever, all such tools, machinery, structures, scaffolding, cranes and equipment owned, rented or leased by the Contractor or its Subcontractors for use in the Works. The Contractor shall not sell, rent out or remove infrastructure or major equipment required for performing the Works in accordance with the Contractor Project Execution Plan, including but not limited to shipyard cranes, before or during the Works. 5.19 The Contractor shall ensure that all machinery and Equipment for the Vessel is stored, protected and preserved in accordance with the manufacturer’s written procedures and so as to maintain intact all warranties related thereto. 5.20 Equipment to be supplied by the Contractor as part of the Works shall be provided with the relevant maintenance/operation manuals (in English, electronic format), drawings, standard maker’s tools and spare parts, and maker’s certificate of origin. 5.21 The Contractor shall use best endeavours to obtain from the respective manufacturers of the Equipment warranties for such Equipment which must remain valid until the end of the Guarantee Period or for the length of any warranties commercially available from the manufacturers as at the NTP Date, whichever is longer. However, the provision of any warranties by a manufacturer in accordance with this Article shall not limit or otherwise affect the warranties given by the Contractor under this Agreement. 5.22 Not Used Key Personnel 5.23 The Contractor’s organisational chart and the list of key Personnel (“Key Personnel” and each a “Key Person”) from the Contractor’s organisation who will be assigned key roles in the fulfilment of this Agreement shall be included in the Contractor Project Execution Plan. 5.24 Key Personnel shall be closely involved in the day-to-day performance of the Works and shall read, write and speak English fluently. The Contractor shall not appoint, withdraw or replace any Key Personnel without the Owner’s prior approval, which shall not be unreasonably withheld. 5.25 The Contractor shall at its own cost replace any Personnel (including Subcontractors’ Personnel) who in the Owner’s opinion conduct themselves in an improper manner or do not comply with safety or other regulations at the

63 ©Copyright Golar LNG. All rights reserved. Worksite or are unsuitable to perform their tasks. At the request of the Contractor, the Owner shall provide its reasons for requesting any such replacement of Personnel. 5.26 The Contractor shall ensure that all of its Personnel (including Subcontractors’ Personnel) are healthy, fit, competent, properly qualified and experienced and suitable in every respect to perform the Works. The Contractor shall ensure that all employees and Personnel of the Contractor and any Subcontractors engaged in the performance of the Works comply with Applicable Laws, including immigration laws, and where required are in possession of a valid work permit for the duration of this Agreement. When requested, details of such work permits shall be submitted to the Owner prior to the employee being engaged in the Works. Upon request, the Owner shall provide reasonable assistance to the Contractor to enable it to procure work visas and permits for Contractor’s Personnel (including Subcontractors’ Personnel) at the Project Site and, if the Owner fails to do so, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 5.27 The Contractor shall ensure that all its Personnel (including Subcontractors’ Personnel) understand safety related notices, verbal instructions, and public announcements. The Contractor shall also ensure that its and its Subcontractors’ supervisory Personnel have a good working knowledge of the English language. Project Quality Plan 5.28 The Contractor shall, within ninety (90) Days after the NTP Date, prepare and submit to the Owner for approval a detailed quality plan covering all aspects of quality in the execution of the Works and which complies with the Owner’s quality system requirements as specified in Exhibit E, the Basis of Design, Reasonable and Prudent Practice, International Standards such as ISO 10005:2018 Quality Management – Guideline for quality plans and Applicable Laws (“Project Quality Plan”). If there is unreasonable delay in the Owner approving the Project Quality Plan, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 5.29 The Project Quality Plan shall be revised from time to time in accordance with any comments from the Owner (to the extent such comments are consistent with Reasonable and Prudent Practice). 5.30 The Contractor shall, in the execution of the Works, and without prejudice to its other obligations under this Agreement, comply with the Project Quality Plan. 5.31 The Contractor shall provide, for the Conversion Yard, Subcontractors and vendors selected from the Approved Vendor List, a project quality manager to supervise the implementation of the Project Quality Plan, the Inspection and

64 ©Copyright Golar LNG. All rights reserved. Test Plan, and the inspection procedures at the Conversion Yard, Subcontractors’ and such vendors’ premises. 5.32 the Contractor shall submit to the Owner within the time prescribed for the same in Article 5.16.11 for its approval an Inspection and Test Plan according to Quality System Requirements as specified in Exhibit E. Reporting 5.33 The Contractor shall provide to the Owner all Plans and documents specified in Exhibit C, Exhibit D and Exhibit E on the dates therein indicated, together with progress reports and such other information as may be reasonably requested by the Owner, including the following: 5.33.1 Monthly HSE reports, which must cover at least the following matters; 5.33.1.1 the effectiveness of the HSE Plan; 5.33.1.2 an overview of all accidents and near-miss events as described in Exhibit E document PN028-GOL-000-Q-SA- 0002 HSE Requirements, Attachment 1 – Monthly HSE Report, and HSE root cause analysis for critical events, corrective actions taken, and any actions taken to prevent re-occurrence of this or similar events; 5.33.2 HSE targets and performance against HSE targets; 5.33.3 Safety incident reports according to Exhibit E. Without limitation to the requirements of the “HSE Requirements” in Exhibit E, the Contractor shall report any incidents involving Personnel injury, material release, fire or significant near misses to the Contractor within twelve (12) hours or as soon as practical and reasonable given the nature and impact of the incident. The Contractor shall lead all incident investigations but shall consult with the Owner to determine if the Owner would wish to participate in any such investigation. 5.33.4 Reports on damage if any portion of the Vessel or Equipment is materially damaged or is destroyed, as soon as reasonably practicable after the occurrence of such damage or destruction, detailing such occurrence, any required repairs or replacement and the estimated duration of such repairs or replacement, including any estimated impact on the Project Schedule. Without limiting the foregoing, such damage report shall be in a form acceptable to any insurance company against which a claim is made for coverage of such damage. 5.33.5 Reports outlining compliance by the Contractor and its Subcontractors and their Personnel with health, safety and

65 ©Copyright Golar LNG. All rights reserved. environmental standards and procedures (including the “HSE Requirements” in Exhibit E) required pursuant to this Agreement, in accordance with the contract specific HSE Plan and by Applicable Law, including any instances of non-compliance. 5.33.6 The Contractor shall immediately notify the Owner of any fatality or significant incident in the Conversion Yard whether or not it is related to the Vessel or this Agreement. Monthly Progress Reports 5.34 Without limitation to Article 5.33, the Contractor shall provide to the Owner monthly progress reports, in a form and substance acceptable to the Owner, in accordance with Exhibit D and which shall include monthly progress reports from key Subcontractors (“Monthly Progress Reports”). 5.35 The Contractor shall provide each Monthly Progress Report on or before the fifth (5th) Business Day of the ending of the relevant month from the NTP Date to the issuance of the Ready for Sailaway Certificate. Each Monthly Progress Report shall cover activities up to the end of the relevant month and contain information and details required for such Monthly Progress Report in accordance with Exhibit D. Training Programs 5.36 The Contractor shall provide and/or procure that B&V provides the Owner with training concerning the operation of the entire LNG-production facility from inlet gas to production of LNG. The training shall be in English and shall be in accordance with a training programme submitted to the Owner for approval no later than nine (9) months after the NTP Date, such approval not to be unreasonably withheld, in accordance Exhibit Q-46, such training provided shall be for up to [*****] people. The Contractor shall as a minimum establish the basic knowledge and skills to be possessed by an operator prior to attendance at such training, however such training shall not include the use of DCS/ICSS training simulators. The training provided by the Contractor shall be suitable for individuals who possess sufficient technical aptitude, knowledge and skills. For training programme that shall be provided by B&V, as procured by the Contractor, the following shall apply: i. following receipt of B&V's proposed training programme the Owner shall, as soon as reasonably practicable and in any event within one (1) month after receipt of such proposed training programme, review the training programme and, if it complies with the Owner's requirements, approve the proposed training programme. It is understood that B&V will discuss the proposed training program with the Owner;

66 ©Copyright Golar LNG. All rights reserved. ii. If the Owner, acting reasonably, rejects any part of B&V's proposed training programme, Contractor shall procure that B&V shall promptly make such amendments so that the training programme complies with the Owner's requirements; iii not later than six (6) months prior to the then-anticipated Ready for Sailaway Date, the Contractor shall procure that B&V shall commence training of the personnel referred to in Article 5.36in accordance with the programme approved by the Owner; and iv. In addition to the training specified in this Article5.36, the Contractor shall procure that B&V provides further on-the-job training during Startup by B&V Project Site Personnel. Such training shall be (a) provided in English; (b) designed to offer basic instruction and training to suitably-qualified personnel of the Owner who are fluent in spoken English and fully literate in written English; and (c) designed to provide such Owner personnel with a comprehensive understanding of operational aspects of the entire LNG-production facility from inlet gas to production of LNG and shall include instructions related to the major components of the Equipment. 5.37 The Contractor shall assist the Owner in obtaining the standard training offerings from the Subcontractors supplying Equipment, to include maintenance aspects, which shall be passed onto the Owner in order that this training can be procured by the Owner. 5.38 The Contractor shall provide to the Owner electronic copies in native format, in English, of appropriate manuals and other written materials as part of the training program. 5.39 All costs and expenses associated with the Contractor and/or as the case may be B&V documentation, preparation, management and revision of the Contractor training program, and on-the-job training at the Project Site by the Contractor Project Site Personnel shall be borne by the Contractor. The Contractor shall have no liability for the costs and expenses of the Owner in providing personnel for training, including wages, benefits, insurance, accommodation, living expenses, transportation to the city where training subject to the training program is to be held or, as the case may be, to the Vessel and other costs not specifically assumed by the Contractor. Site Security and Safety 5.40 Both Parties recognise and agree that safety is of paramount importance in this Agreement and that the Contractor is responsible for executing the Works in a safe manner and for providing a safe working environment for all Persons at the Conversion Yard. The Contractor agrees to implement the HSE Plan during the performance of the Works. The Contractor shall execute the Works in such a manner as to minimise adverse impacts upon human health and safety. 5.41 In carrying out the foregoing, the Contractor shall comply with the Required Standard, the HSE Plan and the “HSE Requirements” specified in Exhibit E.

67 ©Copyright Golar LNG. All rights reserved. 5.42 The Contractor shall, within ninety (90) Days after the NTP Date, submit to the Owner the Contractor’s proposed health, safety, security and environment plan (HSE plan) and procedures to be implemented during the conduct of the Works which shall outline the measures to be taken by the Contractor in order to comply with the HSE requirements of this Agreement and which shall address the requirements set out in Exhibit E. The Contractor shall address and implement any comments provided by the Owner in relation to the draft HSE plan. Once finalized, such plan shall be referred to as the “HSE Plan”. 5.43 The Contractor’s submission of the draft HSE Plan shall not be construed as imposing upon the Owner any responsibility to review the draft HSE Plan. Any review conducted or comments provided by the Owner in relation to the draft HSE Plan shall not represent or imply any acknowledgement by the Owner as to whether the Contractor is or would be in compliance with the requirements of this Agreement, and shall not alter, affect or limit in any manner the Contractor’s obligation to comply with the HSE requirements of this Agreement or to undertake all reasonable actions toward maintaining safe working conditions at the Conversion Yard and on the Vessel, nor for the adequacy of the health, safety and environment program at the Conversion Yard and in the Vessel. The Contractor shall assume all costs associated with compliance therewith. 5.44 The Contractor further agrees to provide necessary training to its employees, Subcontractors and Personnel to ensure their compliance with the HSE Plan and with all safety and health rules and standards and the HSE requirements of this Agreement. Should the Owner at any time observe the Contractor, or any of its Subcontractors or Personnel, executing the Works in an unsafe manner, or in a manner that may, if continued, become unsafe, then the Owner shall be entitled to notify the Contractor of the unsafe or potentially unsafe condition. The Owner’s notification shall establish a deadline for the Contractor to remedy or rectify such condition with which the Contractor shall comply. If the Owner reasonably requests, the Contractor shall halt work to remedy or rectify such condition and any delay arising from any halt requested by the Owner pursuant to this Article 5.44 shall be a Non-Permissible Delay. 5.45 The Contractor shall comply with the following obligations: 5.45.1 The Contractor shall be responsible for all security matters at the Conversion Yard at all times, and shall implement measures reasonably designed to prevent vandalism, sabotage, loss, theft, espionage, and danger to the Conversion Yard, any Equipment, the Vessel and any Personnel. 5.45.2 The Contractor shall coordinate entrance and exit from the Conversion Yard.

68 ©Copyright Golar LNG. All rights reserved. 5.45.3 The Contractor shall ensure the use of a documented process to plan work, execute work safely and capture learnings, including management of SIMOPS between different work parties. 5.45.4 The Contractor shall have a process for identifying and assessing risks, identifying control measures, verifying robustness of barriers and communicating risks to the workforce. The Contractor shall maintain a risk register which shall be reviewed with the Owner on a frequency to be agreed by the Parties. The Contractor shall include in its verification plan HSE checks on conformance with procedures and risk barriers, and any identified gaps from verification activities must be closed in a timely manner. The Owner may decide to participate in any of the identified and planned verifications. 5.45.5 The Contractor shall inspect all injuries to persons and damage to property arising during the execution of the Works to determine whether any unsafe conditions that exist at the Conversion Yard contributed to such injuries or damage and shall be responsible for the correction of such conditions. The Contractor shall immediately report any such injuries or damage to the Owner. 5.45.6 The Contractor shall not be entitled to any extension of time or compensation on account of the Contractor’s failure to exercise reasonable care to protect its or its Subcontractor’s Personnel, the Conversion Yard, the Vessel and all Equipment as described herein. 5.45.7 In the event of any non-compliance by the Contractor or any member of the Contractor Group with any Environmental Law, or the occurrence of any environmental condition (including any Pollution Event) at the Conversion Yard caused by any member of the Contractor Group, the Contractor shall notify the Owner thereof as soon as reasonably possible after having knowledge thereof, and in no event later than five (5) Business Days after such occurrence. The Contractor shall, at its sole cost and expense, be responsible for all fines and penalties associated with such non-compliance, and shall remediate the Pollution Event or other event in violation of this Article 5.45.7 as soon as reasonably practicable but in no event later than the time periods specified by the applicable Environmental Law and shall repair any damage caused thereby. Security and Safety at the Project Site 5.46 Whilst at the Project Site and when carrying out any Works at the Project Site, the Contractor shall, and shall procure that its Subcontractors and Personnel shall comply with Owner’s Project Site HSE requirements.

69 ©Copyright Golar LNG. All rights reserved. Rely Upon Information 5.47 Other than the Rely Upon Information, the Contractor shall not rely on (and shall not be entitled to rely on) any document prepared by or on behalf of the Owner regarding the design, engineering, procurement, construction, integration, commissioning or testing of the Vessel, or the condition or characteristics of the Donor Vessel and the Owner makes no representation or warranty as to the accuracy or completeness of any such document or for any representation or statement contained therein, whether made negligently or otherwise. Changes Arising from HAZOP Exercise 5.48 The Contractor shall be entitled to a Variation Order in accordance with and subject to the terms of Article 10 for all changes to the Works arising from a Hazard & Operability Analysis study (“HAZOP”) (except where such changes are due to Contractor faults) and where such changes are required to satisfy a Regulatory Authority. Such Variation Order shall take into account the impact of the changes on the Contract Price and Project Schedule.

70 ©Copyright Golar LNG. All rights reserved. ARTICLE 6 SUBCONTRACTING 6.1 Prior to the Effective Date, the Owner and its Affiliates entered into the Novated Subcontracts with the relevant Subcontractors. The Owner, Contractor and the relevant Subcontractors executed novation agreements under which the respective Novated Subcontracts are novated from the Owner or its Affiliates to Contractor, such novation to be effective upon the NTP Date. Notwithstanding any other provision of this Agreement, the Novated Subcontracts or the novation agreements, Article 6.5 shall apply in full to the Novated Subcontracts as if Contractor or B&V was the original party to the respective Novated Subcontracts, and irrespective of whether the relevant act or default of the Subcontractor or the relevant event or circumstance occurred before the novation of the respective Novated Subcontract. 6.2 References to Novated Subcontracts are to such subcontracts as they were at the date of novation and as further amended solely for the purposes of aligning the Novated Subcontracts with amendments to this Agreement. 6.3 Except as provided in this Article 6, the Contractor may not subcontract all or any part of the Works to any Third Party without the prior written consent of the Owner. 6.4 Subject to this Article 6, the Contractor shall nominate any Subcontractor from the Exhibit H-1 (Approved Vendor List Golar MK II) it intends to procure or for performing part of the Works. The Owner may within seven (7) Days after being notified by the Contractor in writing of such nomination require the Contractor to select a different Subcontractor from the list, in which case the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 in respect of any cost difference or delay to any of the Key Contract Dates resulting from such change in Subcontractor. If the Contractor wishes to procure any Materials and Equipment that are not listed as a numbered item in the Approved Vendor List, the Contractor shall have its own discretion to procure such items from a vendor of Contractor’s own choice without obtaining prior written approval from the Owner, if such Materials and Equipment are in compliance with the terms of this Agreement, including Exhibit A and Exhibit E. 6.5 Subcontracting any part of its obligations under this Agreement (including by way of any Novated Subcontract) shall not relieve the Contractor from any of its obligations under this Agreement and the Contractor shall be responsible for the acts or defaults of any of its Subcontractors, their agents, Personnel or employees, as if they were the acts or defaults of the Contractor itself. 6.6 The Contractor shall procure that all Subcontractors shall be bound by and shall observe the requirements of this Agreement insofar as it relates to the scope of the Subcontract including, without limitation, provisions concerning performance

71 ©Copyright Golar LNG. All rights reserved. of the work. The Contractor shall further ensure that all Subcontracts contain provisions that are substantially similar to this Agreement so as to enable the Contractor to fulfil its obligations in accordance with this Agreement. Such provisions shall include but not be limited to: 6.6.1 provisions ensuring that the Subcontractor complies with Applicable Law; 6.6.2 provisions permitting the Inspection Parties to attend tests and to monitor the performance of the Works in accordance with Article 7.9 (subject to restrictions in respect of a Supplier Competitor); 6.6.3 provisions entitling the Owner to require the Subcontract and any security provided by or on behalf of the Subcontractor in respect of its obligations under the Subcontract to be novated to the Owner if this Agreement is terminated for any reason whatsoever or as set out in the Step-in Agreement if applicable and without requiring the prior consent of the Subcontractor or the provider of any security for the obligations of the Subcontractor; 6.6.4 provisions permitting the Subcontract and any security provided by or on behalf of the Subcontractor in respect of its obligations under the Subcontract to be freely assigned or novated by the Contractor to the Owner without the prior consent of the Subcontractor or the provider of any security for the obligations of the Subcontractor; 6.6.5 guarantees, warranties, delivery schedules, insurance requirements, IP rights and performance requirements on such terms that the Subcontract is consistent with this Agreement; 6.6.6 provisions mirroring the provisions of this Agreement relating to force majeure (including termination rights for excessive force majeure); 6.6.7 provisions requiring the Subcontractor to deliver up the work, materials, equipment of other services to be performed or supplied under the Subcontract or in the event of a dispute provided that the client under the Subcontract pays all undisputed amounts due to the Subcontractor and provides security for any disputed amounts claimed by the Subcontractor; 6.6.8 terms consistent with Article 11 and which shall in particular exclude any right of the Subcontractor to retain title to, or any proprietary interest in, or impose or assert any Liens on, any Materials and Equipment supplied to the Contractor following the appropriation of such Materials and Equipment for such purpose under the relevant Subcontract;

72 ©Copyright Golar LNG. All rights reserved. 6.6.9 a provision requiring the Subcontractor to keep and store all Materials and Equipment separately from all its other works at its premises and to clearly label all such Materials and Equipment as belonging to the Vessel; 6.6.10 anti-bribery and corruption and human rights obligations equivalent to those set out in Article 31 and Article 32; 6.6.11 rights for the Inspection Parties to audit the Subcontractor’s records to the same extent as the Owner is entitled to in accordance with Article 33; 6.6.12 obligations of confidentiality equivalent to those set out in Article 35, and the Contractor shall ensure that the provisions set out above in this Article are enforceable in accordance with their respective terms. 6.7 The Contractor shall, with respect to its employees, Personnel and Subcontractors: 6.7.1 ensure that any part of the Works subcontracted to Subcontractors shall meet all of the requirements of this Agreement; 6.7.2 be solely responsible for the supervision, technical and administrative guidance and labour required for the execution of the Works; 6.7.3 refrain from using, in all activities related to the performance of this Agreement, forced labour or work of minors and cause the above- mentioned requirement to be included in each Subcontract; 6.7.4 whenever required by the Owner issue a written statement representing that it has complied or is complying with the requirement contained in Article 6.7.3. 6.8 The Contractor shall provide regular updates and keep the Owner informed in relation to Equipment Subcontracts (including in relation to any disputes under or in connection with the same as well as any delays, cancellations, recissions and/or repudiations arising under or in connection with the same). 6.9 The Contractor shall provide to the Owner a copy of any Subcontract (with pricing information redacted) with a contract value in excess of [*****], such Subcontract to be provided no more than thirty (30) Business Days after entering into such Subcontract. The Contractor shall provide the Owner with a copy of any other signed Subcontract (with pricing redacted) if the Owner requests this. 6.10 The Contractor shall not terminate any Subcontract with a contract value in excess of [*****], without firstly notifying, and receiving consent from, the Owner in writing at least fourteen (14) Business Days prior to such termination. If there

73 ©Copyright Golar LNG. All rights reserved. is unreasonable delay in the Owner approving the consent required under this sub-Article 6.10, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 6.11 Where the Contractor has failed to pay any amounts due and payable to BVCOR, BVI or CCEDC within fifteen (15) Days of its due date, and irrespective of whether there is any dispute between the Contractor and BVCOR, BVI or CCEDC as to whether a default has occurred is ongoing between the parties under a Subcontract, in respect of the payment of such amounts, the Owner shall be entitled to pay any amounts to such subcontractor and shall be entitled to be promptly reimbursed by Contractor within ten Business Days of demand in respect of any amount so paid, and any other expenditure, cost or expenses, charges or fees incurred in the exercise of its rights. 6.12 The Owner has by separate agreement(s) with the Sub-Contactor(s) undertaken to upon specific terms and conditions to make certain payments to or for the benefit of the Sub-Contractor and in security of such payments to maintain an irrevocable on-demand standby letter of credit in accordance with specific terms of such agreements. In the event that the Owner fails to maintain an on-demand standby letter of credit in full force and effect or to reinstate the agreed total amount of the letter of credit in accordance with the terms of these separate agreement(s), and the Owner has not rectified such failure within 20 Business Days, the Owner has agreed that the Sub-Contractor shall be entitled to suspend all or any its obligations of the B&V Topsides Work. Accordingly, where Owner has agreed to allow the Sub-Contractor to suspend its obligations of the B&V Topsides Works in terms of these separate agreement(s), then the Contractor following a notice to the Owner, shall be allowed to suspend the delivery of any B&V Topsides Work under this Agreement until such time as the Sub-Contractor is no longer entitled to maintain such suspension of such obligations in terms of those agreements. For the avoidance of doubt, the Contractor shall be obliged to continue all of its obligations under this Agreement, except for the B&V Topsides Work. 6.13 Where performance by CCEDC of its obligations under the Chinese Supply and Services Agreement is suspended in accordance with article 48.14 of the Chinese Supply and Services Agreement, then the Contractor shall not be obliged to perform the relevant obligations of the B&V Topsides Work under this Agreement which arises from the Chinese Supply and Services Agreement. The Contractor shall be obliged to initiate its performance of the full B&V Topsides Work under this Agreement when and to the extent the Chinese Supply and Services Agreement can no longer be suspended in accordance with article 48.14 of the Chinese Supply and Services Agreement.

74 ©Copyright Golar LNG. All rights reserved. ARTICLE 7 SUPERVISION AND PLAN APPROVAL Supervision 7.1 The Owner may send to and maintain at the Conversion Yard, at the Owner’s cost and expense, any number of representatives (the “Owner’s Representatives”) who shall act on behalf of the Owner. The Owner shall notify the Contractor in writing from time to time of the names of each of the Owner’s Representatives, together with the scope of their authority. The Owner’s Representatives shall be authorised to attend and approve tests and trials on behalf of the Owner, unless otherwise advised by the Owner in writing. The rights of the Owner’s Representatives and the interface between the Owner’s Representatives and the Contractor shall be further set out in the Contractor Project Execution Plan, the Project Quality Plan and the HSE Plan. The Owner shall not engage or permit any Supplier Competitor to be the Owner’s Representatives or an Inspection Party for the purposes of Article 7.9.1 on B&V Topsides Works. 7.2 The Owner shall appoint from amongst the Owner’s Representatives a project manager (the “Owner’s Project Manager”) who shall have full authority to act for and on behalf of the Owner in all matters connected with this Agreement, including in relation to Variation Orders. 7.3 The Owner’s Representatives shall have full and free access at all reasonable times to inspect, check, request copies of calculations and samples of materials and attend tests of the Works as they are performed. For all such purposes, the Owner’s Representatives (and any other Person at the request of the Owner, Owner’s personnel, its subcontractors, any Lessee, any Lender, and any of their agents or representatives) shall be given full and free access to the Conversion Yard and any Subcontractor Site (subject to compliance with safety rules and other work regulations applicable to such places) and the Contractor shall ensure that such Subcontractors are informed of such rights of access to their premises. Non-Conformities 7.4 If the Owners’ Representatives discover any Non-Conformity: 7.4.1 The Owners’ Representatives may issue a Non-Conformity Notice within a reasonable time of the Owner’s Representatives becoming aware of such Non-Conformity. Upon receipt of any such notice, the Contractor shall correct such Non-Conformity and carry out all appropriate further tests and inspections at its own cost. 7.4.2 If the Contractor disagrees that there is a Non-Conformity or that any corrective work is required, the Contractor shall promptly advise the

75 ©Copyright Golar LNG. All rights reserved. Owner in writing, specifying in detail its reasons for disagreeing with the Owner’s Representatives. 7.5 The Owner’s Representatives, at their discretion, may refuse to inspect or attend tests where adequate safety measures have not been implemented in accordance with safety plans approved by the Owner, such tests or inspections shall be deemed not to have been completed in accordance with this Agreement and any delay arising therefrom shall be a Non-Permissible Delay. 7.6 The Contractor shall, promptly following the NTP Date, appoint (by written notice to the Owner) and maintain at the Conversion Yard at its own cost and expense at all times a properly qualified, competent and experienced representative, duly certified and in good standing at the relevant professional organisation (the “Contractor Project Director”) to whom all enquiries of the Owner’s Project Manager shall be directed. The Contractor Project Director shall have full authority to act for and on behalf of the Contractor in all matters connected with this Agreement, including in relation to Variation Orders. The Contractor Project Director shall be a Key Person and shall remain in this capacity and, so long as (s)he remains in the Contractor’s employ, shall not be relieved until completion of the Works except upon prior written consent of the Owner, which shall not be unreasonably withheld or delayed. 7.7 The Contractor Project Director shall meet at reasonable intervals with the Owner’s Project Manager to discuss the Works. Additionally, periodic progress meetings shall be held at a location and time mutually agreeable to the Parties. The frequency, composition, objectives and details of such meetings shall be in accordance with Exhibit D. All matters bearing on the progress and execution of the Works and the Project Schedule since the preceding progress meeting shall be discussed and resolved, including any previously unresolved matters, Non- Conformities or the methods being employed, and any problems, difficulties, or delays which may be encountered. The Contractor shall provide the Owner with minutes of all progress meetings. All decisions taken at such progress meetings shall be recorded in the minutes. The Owner shall initial and sign the minutes, noting any disagreements. 7.8 The Contractor shall, in relation to the Works which take place solely in the Conversion Yard, give the Owner’s Project Manager at least five (5) Business Day’s prior written notice of each inspection or test to be conducted at the Conversion Yard, and seven (7) Business Days’ prior written notice for any inspection or test which will take place at a Subcontractor Site. Provided such notice is given, the Contractor may proceed with any inspection or test which the Owner’s Representatives fail to attend. The Owner shall be bound in such circumstances to accept the result of any such inspection or test provided the same has been carried out in accordance with the requirements of this Agreement and is witnessed and approved by the Classification Society. 7.9 The Contractor shall:

76 ©Copyright Golar LNG. All rights reserved. 7.9.1 permit such representatives of the potential clients or co-venturers of the Owner or potential charterers of the Vessel, or any government representatives of a location where the Vessel may operate (the “Inspection Parties”), as may be notified by the Owner to the Contractor from time to time to inspect the Works and to attend and observe any tests and inspections conducted by the Contractor or its Subcontractors; and 7.9.2 provide access to the Conversion Yard and any Subcontractor Sites or premises for inspection or attendance at tests for the Inspection Parties upon reasonable advance notice from the Owner, provided that the representatives of the Inspection Parties have undertaken such health, safety and security training as may be reasonably required by the Contractor in connection with such inspection or attendance. If the representatives of the Inspection Parties have completed substantially similar health, safety and security training to that reasonably required by the Contractor and provide evidence of the same, such representatives shall be deemed to have completed the required training. 7.10 The Contractor shall provide to the Owner’s Representatives, free of charge, suitably sized and furnished, heated and air-conditioned office accommodation comprising an adequate number of rooms at the Conversion Yard to accommodate [*****] personnel from the NTP Date to Ready for Sailaway. Such accommodation shall include fully equipped office space, including working desks, filing cabinets, parking spaces, and such other reasonable facilities, a dedicated broadband internet connection, and the use of changing rooms, lavatory facilities and hot and cold running water. The Owner shall, however, be responsible for the costs of all international telephone communications. 7.11 The facilities so made available to the Owner shall be increased to accommodate: (i) [*****] senior officers of the Vessel during the last nine (9) months prior to the Contractual Ready for Sailaway Date as determined by the Project Schedule. 7.12 The Contractor shall assist the Owner to the maximum extent possible in: (i) obtaining accommodation, which shall be of a suitable Western standard in the vicinity of the Conversion Yard, for each of the Owner’s Representatives; and (ii) recommending a third party to obtain all necessary residence and work permits and visas for each of the Owner’s Representatives as required throughout the performance of the Works. 7.13 The Contractor shall use reasonable endeavours to assist the Owner to evaluate (a) the progress of the Works against the Project Schedule and (b) to respond to queries from LNG buyers or potential LNG buyers and their representatives.

77 ©Copyright Golar LNG. All rights reserved. Plans, Engineering Documents and Drawings Approval 7.14 All Plans, including but not limited to engineering documents and drawings required for the Works, shall be submitted by the Contractor to the Owner in electronic copy. Without prejudice to the generality of the foregoing, all as-built drawings shall be submitted to the Owner in electronic copy in native format in accordance with the dates outlined in the Master Document List which shall be submitted by the Contractor within thirty (30) days after the NTP Date. For the avoidance of doubt, B&V’s as-built drawings, data and information may be submitted in this form separate from the as-built drawings prepared by Contractor. 7.15 The Owner shall within fourteen (14) Days, or as otherwise agreed in writing on a case-by-case basis if required by the Owner or the Contractor, after receipt thereof, return to the Contractor such Plans with the Owner’s approval or with the Owner’s comments, remarks and amendments (if any). If no Owner comments or amendments are received within such period, the Contractor may continue on the basis that the Owner is deemed approved with no comments on the relevant Plans which have been submitted. 7.16 If the Owner provides comments or amendments under this Article, the Contractor shall review and resubmit such Plans as appropriate for further review by Owner until such approval is obtained. The period for such subsequent review of the later Plans shall not exceed ten (10) Days (or such other mutually agreed period) after receipt of the resubmitted Plans. If no Owner comments or amendments are received within such period, the Plans shall be deemed to be approved by Owner. 7.17 If the Owner makes any remarks or amendments in relation to the Plans, the Contractor shall either (at its discretion): 7.17.1 review and revise such Plans and resubmit a revised Plan as appropriate in one (1) copy for further review by the Owner within ten (10) Days after receipt of the Owner’s remarks or amendments, or such other period as may be mutually agreed in writing between the Parties; or 7.17.2 confirm to the Owner that its remarks and amendments have been accepted and commence or continue the Works in accordance with the corrected or amended Plans (and provide a corrected or amended official Plan to the Owner). 7.18 If the Contractor reasonably considers that the Owner’s remarks or amendments are not clearly specified or detailed or are inconsistent with the terms of this Agreement, the Contractor may seek clarification of the same from the Owner.

78 ©Copyright Golar LNG. All rights reserved. 7.19 If the Owner makes any remarks or amendments to Plans submitted by the Contractor which the Contractor considers amount to a variation to the Works, the Contractor shall as soon as possible issue a Contractor VOR in accordance with and subject to the terms of Article 10. 7.20 Any approval of or comments on (or any failure to comment on or approve) any Plans by the Owner shall not relieve the Contractor of its responsibilities under this Agreement. 7.21 If the Owner (unreasonably) fails to comply with any of its obligations under this Article 7, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

79 ©Copyright Golar LNG. All rights reserved. ARTICLE 8 PERMITS FOR THE WORKS Permits for the Works 8.1 The Contractor shall be responsible for obtaining the Permits and Consents which are required for the Contractor performance of the Works. Each Party shall cooperate with the other Party and shall provide all necessary information and data as requested by the other Party with respect to obtaining such Permits and Consents. 8.2 The Contractor shall obtain and maintain (and give all notices and pay all costs, fees and duties in respect of) all Contractor Permits. 8.3 The Contractor shall be responsible for obtaining all Contractor Permits in sufficient time to enable the Contractor to comply with its obligations under this Agreement. 8.4 Where any Contractor Permits are required to be in the name of the Owner, the Contractor shall, with reasonable assistance from the Owner where necessary, be responsible for obtaining and maintaining such Contractor Permits on the Owner’s behalf and shall pay all costs, fees and duties in respect of those Contractor Permits. 8.5 Without limiting the generality of Article 8.2, the Contractor shall, within thirty (30) Business Days after the NTP Date, prepare a list setting out the Contractor Permits, which the Contractor shall update at least on a monthly basis and shall provide such updated lists in its Monthly Progress Reports. 8.6 The Contractor shall provide to the Owner a copy of all: 8.6.1 applications for Contractor Permits, and any modifications, amendments or supplements thereto, at least fifteen (15) Business Days prior to making such applications (other than where such modifications, amendments or supplements are required urgently); and 8.6.2 Contractor Permits, and any approved modifications, amendments or supplements thereto, forthwith upon receipt by the Contractor (or any party acting on the Contractor behalf) from any Governmental Authority or other relevant authority. 8.7 If the Contractor’s performance of the Works is delayed as a result of any delay in obtaining the Permits and Consents, then: 8.7.1 If and to the extent that the relevant delay in obtaining the Permits and Consents was the fault of the Owner, the Contractor shall be

80 ©Copyright Golar LNG. All rights reserved. entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10; 8.7.2 If and to the extent that the relevant delay in obtaining the Permits and Consents was the fault of the Contractor, the Contractor shall be liable for all additional costs and shall not be entitled to a Variation, and any delay shall be Non-Permissible Delay. 8.8 If the relevant delay in obtaining the Permits and Consents was partly the fault of the Owner and partly the fault of the Contractor, then Articles 8.7.1 and 8.7.2 shall apply to the extent of the delay caused by the relevant Party. If the relevant delay in obtaining the Permits and Consents was concurrently caused by the Owner and the Contractor, then the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 in respect of any delay to the Key Contract Dates (or any of them), but shall not be entitled to any adjustment to the Contract Price or any other terms of this Agreement.

81 ©Copyright Golar LNG. All rights reserved. ARTICLE 9 PROJECT SCHEDULE Project Schedule 9.1 The agreed Level 2 schedule for the design and engineering, procurement, construction, commissioning, testing, Ready for Sailaway of the Vessel by the Contractor (the “Project Schedule”) is set out in Exhibit C. 9.2 Within forty-five (45) Days after the NTP Date, the Contractor shall, without altering any of the Key Contract Dates or the start, finish or other activity dates set out in the Level 2 Project Schedule in Exhibit C, further develop the Project Schedule up to Ready for Sailaway to a Level 3 schedule and provide the same to the Owner for review and approval. Such schedule shall, after review and approval by the Owner, thereafter be deemed the Project Schedule. 9.3 Before the date falling one (1) year before the Contractual Ready for Sailaway Date, the Owner shall, without altering any of the Key Contract Dates or the start, finish or other activity dates set out in Exhibit C, further develop that part of the Project Schedule between Ready for Sailaway and Contractor Final Acceptance to a Level 3 schedule and provide the same to the Contractor. 9.4 The Project Schedule shall be the basis for determining the actual construction progress of the Vessel. The Contractor shall ensure that the Project Schedule shall: 9.4.1 be prepared in a programming software (for example, Primavera, MS Project or the software or program or methodology which the Contractor regularly utilises) and shows the whole of the design, procurement and construction work for the Vessel broken down into a sufficient level of detail; 9.4.2 contain logic linked activities and show the critical path for the Works; 9.4.3 show a realistic assessment of the time required to undertake and complete the Works, with an explanation as to how that assessment has been made by reference to quantitative data; 9.4.4 outline the activities in the Project Schedule in correlation with the quantitative progress data to be kept by the Contractor; and 9.4.5 be capable of being updated regularly by the Contractor, if required, for the Owner’s review and approval. Any proposed updates to the Project Schedule shall outline the proposed re-scheduling of the Works to show slippage or improvement to the expected completion of the Works on the basis of the progress reported against the activities shown in the Project Schedule. If requested by the Owner, the Contractor shall provide updates to the Project Schedule along

82 ©Copyright Golar LNG. All rights reserved. with summaries of the Project Schedule showing a narrative highlighting any areas of concern or changes to the logic in the Project Schedule and any other information reasonably requested by the Owner. For the avoidance of doubt, nothing in this Article entitles the Contractor to amend any of the Key Contract Dates. 9.5 The Contractor shall use best endeavours to execute the Works in accordance with the Project Schedule. If the Contractor is at any time unable to comply with the Project Schedule in any material respect, Article 9.7 shall apply. Resources 9.6 Before the NTP Date, the Contractor shall submit to the Owner a plan (the “Resources Plan”) showing how the Contractor intends to resource the Works to meet the Project Schedule, for the Owner’s review. The Resources Plan shall show the allocation of resources which will be allocated to each of the activities in the Project Schedule and the production rates utilised by the Contractor to determine the timeframe for the completion of the Works. The Contractor shall submit to the Owner regular updates to the Resources Plan showing the actual level of resources, which shall include daily records of, for each operative, the hours worked (split by day/night shift), the area and system worked, and the activities carried out, which shall be capable of being correlated against the Project Schedule and the Monthly Progress Reports. The Contractor shall also provide monthly Full Time Equivalent (FTE) reporting in respect of the Works. 9.7 Without prejudice to the Contractor’s other rights and obligations under this Agreement, if the Works are delayed due to the Contractor such that the Contractor will not be able to achieve any of the Key Contract Dates, the Contractor shall immediately notify the Owner and shall, within fourteen (14) Days thereof, provide to the Owner a schedule indicating the steps that the Contractor will take to recover the time so lost and the Contractor shall take all necessary and available steps to expedite the rate of progress of the Works, including but not limited to re-scheduling activities, adding additional shifts, overtime working and supplying additional manpower, tools, equipment, resources and facilities and amending the Resources Plan as may be required to achieve the relevant Key Contract Date(s) at no cost to the Owner. 9.8 If there is unreasonable delay by the Owner in fulfilling any of its obligations under this Article 9, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

83 ©Copyright Golar LNG. All rights reserved. ARTICLE 10 VARIATION ORDERS General Provisions 10.1 A Variation Order shall only be valid and binding when signed by the Owner’s Project Manager and the Contractor Project Director or deemed issued pursuant to Article 10.17. A Variation Order will not affect the rights or obligations of the Parties except as expressly provided therein. 10.2 A Variation can only be effected by a Variation Instrument. A Key Contract Date can only be amended by a Variation Instrument or Permissible Delay. Notwithstanding any other provision of this Agreement, it is expressly agreed and understood that the so-called “prevention principle” shall not apply to this Agreement and that the Contractor’s rights to seek any extension of time whatsoever or howsoever arising for the performance of its obligations hereunder shall be limited to such rights as are expressly provided in this Agreement (for the avoidance of doubt, this does not limit the Contractor’s rights under this Agreement to Permissible Delay). 10.3 If the Owner expressly requests engineering services from the Contractor in the preparation of a Variation and the Owner elects not to issue a Variation Order, then, subject to the Contractor’s compliance with Article10.8A, the Owner shall compensate Contractor for its documented and reasonable costs in the preparation and submittal of information and documents in response to Owner’s request at the rates set out in Exhibit B. 10.4 Any upwards or downwards adjustment to the Contract Price shall be calculated in accordance with Exhibit B. 10.5 If the Contract Price is adjusted upwards pursuant to this Article 10 to take into account an increase in the price of the B&V Topsides Works, the B&V Topsides Price (as defined in this Agreement) shall also be adjusted upwards by an amount in US Dollars equal to such upwards adjustment of the Contract Price (if the upwards adjustment in the Contract Price is in a currency or currencies other than US Dollars, the amount by which the B&V Topsides Price is increased in US Dollars shall be calculated using the conversion rates in Exhibit B). Owner Variation Order Request (“Owner VOR”) 10.6 The Owner may at any time issue an Owner VOR in the form set out in Exhibit L in respect of the Works or any part thereof (including a reduction in the scope of such Works or any part thereof where needed to satisfy project requirements relating to an update in the Basis of Design, requirements of the Lessee, requirements of Applicable Laws and matters such as local content requirements) and, shall do so if it wishes to instruct a Variation. The Owner shall not reduce the Contractor’s Scope of Work through an Owner VOR and then subsequently award that scope to a third party in order solely to achieve a

84 ©Copyright Golar LNG. All rights reserved. cost saving to the Owner while this Agreement is effective, unless mutually agreed between the Owner and the Contractor. 10.7 The Contractor shall no later than twenty-one (21) Days after receipt of the Owner VOR (or such other period as the Parties may agree acting reasonably) submit to the Owner a “Variation Order Proposal” setting out any proposed adjustments to the Works, the Contract Price, any Key Contract Dates, the Project Schedule, the Guaranteed Performance or any other term of this Agreement. The Variation Order Proposal shall in all circumstances be reasonable and shall be fully in accordance with the methodology, requirements and limitations set out in Article 10.18.1 - 10.18.4. Any proposed adjustment of the Project Schedule shall be supported by a revised draft Project Schedule. 10.8 Within [*****] (or such other period as the Parties may agree acting reasonably) after receipt of the Variation Order Proposal, the Owner shall elect to: 10.8.1 agree to the adjustments set out in the Variation Order Proposal by issuing a Variation Order incorporating the proposed adjustments set out in the Variation Order Proposal, after which the Contractor shall carry out the Works in accordance with the Variation Order; 10.8.2 issue a Disputed Variation Order; or 10.8.3 withdraw the Owner VOR so that there will be no Variation. 10.8A If the Contractor receives an Owner VOR and the Contractor determines, acting reasonably, that preparing a Variation Order Proposal will require the Contractor to incur costs of more than [*****], then: (i) the Contractor shall so notify the Owner before commencing work on preparing a Variation Order Proposal (and in any event within [*****] of receiving the Owner VOR); (ii) within [*****] of the notice under Article 10.8A(i) the Owner shall notify the Contractor to confirm whether the Owner requires the Contractor to prepare the Variation Order Proposal and whether the Owner will reimburse the Contractor for its documented and reasonable costs in doing so; and subject to the confirmation being provided under Article10.8A(ii), the Contractor shall commence work to prepare the Variation Order Proposal.

85 ©Copyright Golar LNG. All rights reserved. Contractor Variation Order Request (“Contractor VOR”) 10.9 Within ten (10) Days (or such other period as the Parties may agree acting reasonably) after: 10.9.1 receipt of a comment or other communication from the Owner, or the occurrence of any event or circumstance, which the Contractor believes entitles it to claim a Variation; or 10.9.2 the occurrence of an event or circumstance for which one of the provisions of this Agreement expressly provides that the Contractor is entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10, the Contractor may submit a “Contractor VOR” to the Owner in the form set out in Exhibit L. 10.10 The Contractor VOR shall identify the comment, communication or other event which the Contractor believes entitles it to a Variation and shall set out any proposed adjustments to the Contract Price, any Key Contract Dates, the Project Schedule, the Guaranteed Performance or any other term of this Agreement. The Contractor VOR shall in all circumstances be reasonable and shall be fully in accordance with the methodology, requirements and limitations set out in Articles 10.18.1 to 10.18.4. Any proposed adjustment of the Project Schedule shall be supported by a revised draft Project Schedule. 10.11 Upon receipt of a Contractor VOR, the Owner shall within [*****] (or such other period as the Parties may agree acting reasonably): 10.11.1 If the Owner accepts the Contractor VOR, the Owner shall issue a Variation Order incorporating the proposed adjustments set out in the Contractor VOR, in which case this Agreement shall be deemed varied as set out in the Variation Order; 10.11.2 issue a Disputed Variation Order; or 10.11.3 withdraw the Owner’s comment or other communication which gave rise to the Contractor VOR, whereupon the Contractor shall proceed with the Works without taking account of such comment or other communication. Time-bar 10.12 If:

86 ©Copyright Golar LNG. All rights reserved. 10.12.1 the Contractor does not issue a Contractor VOR within a reasonable time after the Contractor becoming aware, or within a reasonable time after the Contractor ought reasonably to have become aware, of the matters giving rise to the alleged Contractor VOR; or 10.12.2 the Contractor carries out any work or services without a Variation Instrument or a Contractor VOR having first been issued, Contractor shall not be entitled to a Variation, and Contractor shall have waived any claim for a Variation in respect of such work, services, facts or matters and any such claim shall be time-barred. Disputed Variation Orders 10.13 If there is a disagreement between the Parties as to: 10.13.1 whether the matters referred to in a Contractor VOR amount to a Variation; or 10.13.2 any appropriate adjustment to the Contract Price, any Key Contract Date, the Project Schedule, the Guaranteed Performance or any other term of this Agreement resulting from an Owner VOR or a Contractor VOR; the Owner shall be entitled to issue a “Disputed Variation Order” in the form set out in Exhibit L without prejudice to the Parties’ positions in respect of the disputed elements of the Disputed Variation Order and the Contractor shall thereupon proceed with the work detailed in the Disputed Variation Order save that, the Contractor shall not be required to proceed with work detailed in the Disputed Variation Order to the extent that the Contractor proceeding with such work would: - be illegal under the Applicable Laws in effect from time to time; - result in the Vessel ceasing to comply with the requirements of the Classification Society in effect from time to time; - jeopardise the technical, structural or operational integrity of the Vessel; - increase the Works beyond the intent of the original scope; and/or require the Contractor to establish a legal presence or obtain additional applicable Permits and Consents to perform the Project Site Works other than what is reasonably required to perform the Project Site Works; 10.13.3 the reasonably disputed element of the relevant Disputed Variation Order has a cumulated value in respect of any increase in the Contract Price as determined by reference to the relevant Variation Order Proposal, Owner VOR or Contractor VOR (as applicable) less than:

87 ©Copyright Golar LNG. All rights reserved. 10.13.3.1 [*****] in respect of Disputed Variation Order scope that is B&V Topsides Works; or 10.13.3.2 [*****] in respect of Disputed Variation Order scope that is not B&V Topsides Works. the Owner shall be entitled to issue a “Disputed Variation Order” as set out at Article 10.13. 10.14 If the Disputed Variation Order scope is B&V Topsides Works and the disputed element of the relevant Disputed Variation Orders has an accumulated value in respect of any increase in the Contract Price under Article 10.13.3.1 of: 10.14.1 less than [*****], the Contractor shall proceed with the work detailed in the Disputed Variation Order pending resolution of the disputed element of the Disputed Variation Orders through negotiation or determination in accordance with Article 10.17; 10.14.2 equal to or greater than [*****] but less than [*****], the Contractor shall proceed with the work detailed in the Disputed Variation Order and the Owner shall reimburse the Contractor on a time and material basis, payable monthly by the Owner on a without prejudice and interim basis (within 45 Days of invoice), at the rates set out in Exhibit B, pending resolution of the disputed element of the Disputed Variation Orders through negotiation or determination in accordance with Article 10.17. 10.15 If the requirements of Article 10.13.3, 10.15A and 16.1 are not satisfied: 10.15.1 if the Disputed Variation Order scope is B&V Topsides Works and the disputed element of the relevant B&V Topsides Works Disputed Variation Orders has an accumulated value in respect of any increase in the Contract Price equal to or greater than [*****], the Parties shall discuss (acting reasonably) whether to proceed with any Disputed Variation Order; 10.15.2 if the Disputed Variation Order scope is not B&V Topsides Works and the disputed element of the relevant non-B&V Topsides Works Disputed Variation Orders has an accumulated value in respect of any increase in the Contract Price equal to or greater than [*****], the Parties shall discuss (acting reasonably) whether to proceed with any such Disputed Variation Order. If they agree to do so, the Owner shall be entitled to issue a Disputed Variation Order in the form set out in Exhibit L and without prejudice

88 ©Copyright Golar LNG. All rights reserved. to the Parties’ positions in respect of the disputed elements of the Disputed Variation Order and the Owner shall on a without prejudice and interim basis reimburse the Contractor on a time and material basis, payable monthly (within 45 Days of invoice), at the rates set out in Exhibit B, pending the resolution of the disputed elements of the Disputed Variation Order through negotiation or determination in accordance with Article 10.17. 10.15A.1 Notwithstanding anything in this Agreement to the contrary, when there is a Owner Mandatory Variation Order, the Owner shall confirm the Owner VOR is a Owner Mandatory Variation Order, and the Contractor shall carry out such Owner Mandatory Variation Order and shall ensure that such Variation Order also comply with all applicable requirements of this Contract. 10.15A.2 Where there is no agreement to the cost of the Owner Mandatory Variation Order, the Owner shall pay to the Contractor [*****] of the proposed cost set out in the Variation Order Proposal prepared by the Contractor in accordance this Article 10. 10.15A.3 The Contractor shall account for its costs on a time-and-material basis, reported monthly, until the value accounted achieves the value paid under Article 10.15A.2, and thereafter the Contractor shall be entitled to invoice payment for the work and services provided under the Owner Mandatory Variation Order on a time-and-material basis monthly, at the rates set out in Exhibit B pending the resolution of any claim for extra costs through negotiation or determination in accordance with Article 10 or Article 29. 10.15A.4 In the event (a) that the value accounted for on a time-and-material basis under Article 10.15A.3 for undertaking the Contractor Mandatory Variation Order, or (b) the value agreed or determined in accordance with Article 10 or Article 29, in each case, is less than the payment made by the Owner under Article 10.15A.2, then the Contractor shall repay to the Owner such excess amount within thirty (30) Days of such amount being accounted for, agreed or determined, as the case may be. 10.15A.5 Contractor shall be entitled to an adjustment to the Project Schedule in respect of the Contractor Mandatory Variation in accordance with Article 10 or Article 29. 10.16 In the case of urgency, or if the Contractor refuses to comply with a comment or communication from the Owner Representatives in relation to the Works which the Owner believes is not a Variation, the Owner may issue a Disputed Variation Order without first issuing an Owner VOR. 10.17 Following the issue of a Disputed Variation Order, the Parties shall meet regularly during the following twenty one (21) Days to try to reach agreement in

89 ©Copyright Golar LNG. All rights reserved. respect of the disputed elements of the Disputed Variation Order. If the Parties cannot resolve the same by negotiation, the matter shall be resolved as follows: 10.17.1 If : (i) the value (as determined by reference to the relevant Variation Order Proposal, Owner VOR or Contractor VOR (as applicable) of the disputed element of the relevant Disputed Variation Order does not exceed [*****]; and/or (ii) the disputed period of adjustment of any Key Contract Date does not exceed sixty (60) days, then the dispute shall be resolved by the Expert Determination in accordance with the provisions of Article 29, and the Independent Expert shall have the power to determine the appropriate terms of the Variation Order in accordance with the methodology, requirements and limitations set out in Article 10.18, whereupon a valid and binding Variation Order will be deemed issued in those terms; 10.17.2 All other Disputed Variation Orders shall be determined by reference to arbitration in accordance with the provisions of Article 29 and the tribunal shall have the power to determine the appropriate terms of the Variation Order in accordance with the methodology, requirements and limitations set out in Article 10.18, whereupon a valid and binding Variation Order will be deemed issued in those terms. 10.18 When a Disputed Variation Order has been referred to it pursuant to Article 10.17, the Expert Determination or the arbitration tribunal (as the case may be) shall determine any appropriate adjustments to the Contract Price, any Key Contract Date, the Project Schedule, the Guaranteed Performance or any other term of this Agreement in accordance with the following methodology, requirements and limitations: 10.18.1 Any adjustments to this Agreement shall be based on a reasonable prospective estimate as at the date of the Disputed Variation Order taking into account all the relevant factors that were known or ought to have been known by the Contractor at that time; 10.18.2 Any upwards or downwards adjustment to the Contract Price shall be based on a fair and reasonable lump sum price for the Variation valued at the date of the Disputed Variation Order, based on any applicable rates and prices set out in the Variation Price Schedule, and in the absence of applicable rates or prices, based on reasonably estimated costs plus a profit margin as per Exhibit B; 10.18.3 Any extension or advancement of any Key Contract Date or any other adjustments to the Project Schedule shall be based on a reasonable assessment as at the date of the Disputed Variation Order of the impact on the critical path for the Works always on the basis that the

90 ©Copyright Golar LNG. All rights reserved. Contractor takes all reasonable steps to mitigate any delays to the Key Contract Dates attributable to the Variation; and 10.18.4 Any other adjustments to the Guaranteed Performance or any other term of this Agreement shall be a fair and reasonable prospective adjustment as at the date of the Disputed Variation Order and on the basis that the Contractor takes all reasonable steps to minimise the extent of any such adjustments. Statutory Variations and Change in Laws 10.19 If, after the Effective Date, there is a change in: 10.19.1 Any of the Applicable Codes and Standards; 10.19.2 any Applicable Law, rules, regulations or requirements of the Classification Society or the Governmental Authorities; 10.19.3 any permit, permission, licence or approval obtained or to be obtained by the Owner for the purpose of the Works; which affects the Contractor’s performance of the Works, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. Either of the Parties, upon receipt of such information from the Classification Society or the relevant Governmental Authority, shall promptly transmit the same to the other in writing.

91 ©Copyright Golar LNG. All rights reserved. ARTICLE 11 TITLE TO THE DONOR VESSEL, THE WORKS AND INTELLECTUAL PROPERTY Title 11.1 Title to the Donor Vessel (including all hull, machinery, tanks and equipment of the Donor Vessel) and OFE shall at all times remain with the Owner. 11.2 Title to the Works shall continuously pass to the Owner upon the earlier of: 11.2.1 payment for the relevant Works by the Owner through payment of the associated Instalment; or 11.2.2 incorporation of the relevant Works, Materials and Equipment and/or material (including Commissioning Spares) onto the Vessel. 11.3 The Contractor warrants that title shall pass to the Owner free and clear of any Liens or Claims. 11.4 The Contractor shall mark all fully or partly fabricated Modules with the name of the Vessel and (as title to such fully or partly fabricated Modules transfers to the Owner in accordance with Article 11.2) evidence of the Owner’s title. 11.5 The Contractor shall do and execute all acts, matters, things and documents necessary or reasonably required by the Owner to perfect the Owner’s title to the Works pursuant to Article 11.1, and to protect the same against any claim by another Person (including creditors of the Contractor and Persons representing such creditors). 11.6 As further provided in Article 6, the Contractor shall contract with Subcontractors on terms giving full effect to the provisions of this Article 11. Liens 11.7 The Contractor warrants and covenants that the Owner’s legal title to, and ownership of, the Vessel and the Works shall at all times be free and clear of any and all Liens. 11.8 The Contractor shall not at any time impose or assert any Liens, or permit any Liens to be imposed by any Person (including any member of the Contractor’s Group), firm or Governmental Authority, upon the Vessel, the Equipment or any of the Owner’s property by reason of any Claim by or against the Contractor or any Subcontractor of any tier, and the Contractor shall defend, indemnify and hold harmless the Owner Group from and against the same.

92 ©Copyright Golar LNG. All rights reserved. 11.9 Without prejudice to the foregoing provisions of this Article 11, the Contractor shall notify the Owner immediately upon becoming aware of the filing of any Liens upon the Vessel, the Works, any Equipment (other than Equipment owned or leased by or procured for the Contractor and used in the execution of the Works) or any Owner’s property, and shall immediately secure the release or discharge of such Lien at its own expense, and shall promptly upon demand reimburse the Owner Group for all reasonable and properly incurred costs and expenses as a result of the imposition of the same. If the Contractor fails or refuses to remove or to secure the release or discharge of any such Lien within thirty (30) Days after the filing of such Lien, the Owner shall have the right (but not the obligation) to pay any sums necessary to obtain prompt release or discharge of such Lien. In such event, the Contractor shall reimburse the Owner for any sums so paid together with costs and expenses reasonably incurred by the Owner within forty-five (45) Days after the Owner’s demand. In addition, notwithstanding any other provision in this Agreement to the contrary, the Owner shall have the right to set off any amounts paid by the Owner to release or discharge a Lien in accordance with this Article against any payments due to from the Owner to the Contractor under or relating to this Agreement. 11.10 The Contractor undertakes not to take any steps to arrest the Vessel (whether by way of a provisional arrest or post-judgment arrest) or take any other steps or assert any rights or Claims in any jurisdiction against the Vessel or any part of the Works in respect of any Claim arising out of or relating to this Agreement. 11.11 The Contractor shall defend, indemnify and hold harmless the Owner and each member of the Owner Group for all direct losses, expenses and damages and Claims incurred by the Owner or any member of the Owner Group as a result of any breach by the Contractor of this Article 11. Marking Materials and Equipment 11.12 All items of Materials and Equipment received by the Contractor and allocated to the Vessel shall, until fitted or installed onto or within the Vessel, be marked with the Vessel identification. Risk of Loss 11.13 Notwithstanding Article 11.1, the Contractor shall bear full responsibility for, and shall have care, custody, control, and risk of physical loss and physical damage with respect to the Vessel, the OFE (once delivered in accordance with Article 15.6), the Works, the Materials and Equipment, spare parts (including Commissioning Spares and, if delivered to the Conversion Yard in accordance with Article 15.3, Owner’s Spares) and other physical property to be used for the Works or incorporated into the Vessel from the NTP Date until Actual Ready for Sailaway, and shall make good forthwith at its own cost any loss or damage that may occur to the Vessel, OFE (once delivered in accordance with Article 15.6), the Works, the Materials and Equipment, spare parts (including

93 ©Copyright Golar LNG. All rights reserved. Commissioning Spares and, if delivered to the Conversion Yard in accordance with Article 15.3, Owner’s Spares) or other physical property to be used for the Works or incorporated into the Vessel (or any part thereof) from any cause whatsoever during such period. 11.14 Where a Party has the care and custody of any Materials and Equipment, spare parts (including Owner’s Spare Parts and Commissioning Spares) and other physical property used in the performance of the Works during the period of the Project Site Works, that Party shall have responsibility for risk of loss or damage to those Materials and Equipment, spares or other physical property and that Party shall make good forthwith, at its own cost, any loss or damage that may occur from any cause whatsoever during such period, other than as a result of the Wilful Misconduct of: 11.14.1 in relation to the Owner: the Owner, its employees, the Owner’s Project Manager or the Owner’s other contractors or suppliers and their employees (other than any Owner employees seconded to the Contractor who is engaged in the performance of the Contractor’s obligations under this Agreement); 11.14.2 in relation to the Contractor: the Contractor, its employees (including any of the Owner’s employees who have been seconded to the Contractor and are engaged in the performance of the Contractor’s obligations under this Agreement), the Contractor Project Director, or any Subcontractor and its employees. Intellectual Property 11.15 This Agreement does not affect the ownership of any Intellectual Property Rights which are owned or controlled by the Owner Group or the Contractor Group prior to the Effective Date (“Background Intellectual Property Rights”) and the members of the Owner Group or the Contractor Group (as the case may be) shall retain all rights and title to their own Intellectual Property Rights existing prior to the Effective Date. No licence to use any Intellectual Property Rights, whether Background Intellectual Property Rights or not, owned or controlled by any member of the Owner Group or the Contractor Group is granted or implied by this Agreement except as expressly stated. 11.16 The Owner grants to the Contractor Group a non-transferrable fully paid up, non-exclusive, worldwide, royalty-free licence in any Intellectual Property Rights owned or controlled by any member of the Owner Group to use the Rely Upon Information and the engineering output from the B&V Work Orders and the BE Work Orders solely to the extent reasonably necessary for performing the Works and otherwise complying with the Contractor’s obligations under this Agreement. Such licence shall automatically expire on the Contractor Final Acceptance or termination of this Agreement (whichever is earlier).

94 ©Copyright Golar LNG. All rights reserved. 11.17 The Contractor grants to the Owner Group, and shall procure the direct grant to the Owner Group from all Subcontractors, a fully paid-up, non-exclusive, irrevocable, worldwide, royalty-free licence under any applicable Intellectual Property Rights, whether owned or controlled by the Contractor or any Subcontractor (including any Background Intellectual Property Rights owned or controlled by any member of the Contractor Group), for the purposes of the Works and the commissioning, operation, maintenance, modification, upgrade, decommissioning and demolition of the Vessel together with the right to export, sell and use the Vessel in any country. Such licence shall be fully assignable and transferable to any Person who acquires any interest in the Vessel, or who becomes the owner, the operator or the charterer of the Vessel. This Article 11.17 shall survive termination of this Agreement for any reason whatsoever, whether under the terms of this Agreement, at common law, or otherwise. 11.18 The Owner shall own all Intellectual Property Rights created on or after the Effective Date in relation to the Works and the Vessel. 11.19 Each Party may at any time provide the other Party with certain Project Information. The providing Party shall retain the Intellectual Property Rights in the Project Information it provides. Each Party shall upon written request return all the Project Information to the Party it received such Project Information from upon the earlier of (i) the completion of the Works; and (ii) termination of this Agreement; provided, however, that each Party may in any event retain for its own use only one record copy of such Project Information for the purpose of this Agreement and to enable the Vessel to be operated and repaired and modified subsequently to this Agreement (or completed in the event of termination of this Agreement), provided that such receiving Party of Project Information shall not use the Project Information for any other purpose. Subject to the Contractor complying fully with Article 11.17, if the receiving Party is the Owner, the Owner shall save, indemnify, defend and hold harmless the Contractor from all direct claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature for, or arising out of, any infringement by the Owner of any valid and enforceable Intellectual Property Rights of the Contractor in the Project Information provided to the Owner by the Contractor. Subject to the Owner complying fully with Article 11.16, if the receiving Party is the Contractor, the Contractor shall save, indemnify, defend and hold harmless the Owner from all direct claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature for, or arising out of, any alleged infringement or infringement by the Contractor of any valid and enforceable Intellectual Property Rights of the Owner in the Project Information provided to the Contractor by the Owner. 11.20 All Derivative Works developed or created by the Contractor or any member of the Contractor Group for the Project shall be owned by the Owner except where the ownership of such Derivative Works is otherwise expressly addressed in the PRICO Licence, in which case the Parties expressly agree that ownership of such Derivative Works shall be governed as expressly provided for in the PRICO

95 ©Copyright Golar LNG. All rights reserved. Licence. The Parties agree and acknowledge that as between the Contractor and the Owner, the Owner is the commissioning party of all Derivative Works and all Intellectual Property Rights in the Derivative Works will solely vest ab initio in the Owner, provided that if for any reason, whether by the operation of law or otherwise, the Contractor or any member of the Contractor Group still retains any rights, title, interests or benefits in the Derivative Works, the Contractor hereby agrees to assign (or, as the case may be, procure the assignment of), and hereby does assign, (including by way of present assignment of future rights) to the Owner all rights that the Contractor or any member of the Contractor Group may have in the Derivative Works. If, for whatever reason, any Derivative Works do not vest in the Owner by virtue of this Article, then the Contractor shall hold, or shall procure that the relevant member of the Contractor’s Group shall hold, such Derivative Works on trust for the Owner’s sole use and benefit and shall promptly assign (or shall procure that the relevant members of the Contractor’s Group shall promptly assign) such Derivative Works to the Owner upon the Owner’s request. If the Derivative Works cannot be assigned to the Owner by operation of Applicable Laws or otherwise of by the terms of this Agreement, the Contractor shall and hereby does grant to the Owner a world-wide, paid-up, royalty-free and irrevocable sole license to use, exploit, distribute, promote, sub-license to third parties, and to create further derivative works of all Derivative Works. 11.21 The Contractor may use the Derivative Works as may be necessary for the purposes of this Agreement only. The Contractor shall not use, disclose to or procure a Third Party to use or disclose any of the Derivative Works for any other purpose. Indemnity 11.22 The Owner and the Contractor warrant that they shall not breach any Intellectual Property Rights of any other Person in their performance of their obligations under this Agreement or otherwise in connection with this Agreement. 11.23 The Contractor shall defend, indemnify and hold harmless the Owner Group from and against any Claims arising out of or in connection with any infringement or alleged infringement of any Intellectual Property Rights of any other Person arising from or in connection with the performance of the Works or use of the Vessel. 11.24 The Owner shall defend, indemnify and hold harmless the Contractor Group from and against any Claims arising out of or in connection with any infringement or alleged infringement of any Intellectual Property Rights of any other Person arising from or in connection with the Owner’s and/or the Contractor’s use or possession, consistent with the intended purpose, of the Rely Upon Information.

96 ©Copyright Golar LNG. All rights reserved. ARTICLE 12 MECHANICAL COMPLETION AND PRE-SAILAWAY TESTING AND COMMISSIONING Pre-Sailaway Tests 12.1 The Contractor shall arrange and perform all Tests as set out in Exhibits A-7 and Q-58, including the Tests required to be carried out before Ready for Sailaway at the Conversion Yard or at anchorage in the vicinity of the Conversion Yard. 12.2 The Owner, the Owner’s Representatives and any entity designated by the Owner (including a reasonable number of the Owner’s invitees) shall be permitted to have their own personnel or representatives present to observe the performance of all Tests. 12.3 The Contractor shall provide the Owner notice of any Test as set out in Article 7.8. 12.4 The Contractor shall secure access both at places under its control (including the Conversion Yard) and at places under the control of Subcontractors (including the Subcontractor Sites) for the Owner, the Owner’s Representatives, the Flag State, the Classification Society and any other reasonable number of persons nominated in writing by the Owner at all reasonable times to have access to any place where the Works are being performed or will be performed, including workshops or places where Materials and Equipment are being manufactured or prepared, for the purpose of progress monitoring, investigating, inspecting and observing the execution of the Works, including the conduct of Tests. 12.5 The Contractor shall, at the request of the Owner, provide all reasonable assistance (including information with respect to transport and accommodation) required by the Owner, and the Owner’s nominees in connection with any inspection or examination under Article 7, and shall, following a written request by the Owner, provide the Owner or the Owner’s nominees with access to copies of any reasonably requested designs or Plans which the Owner or any of the Owner’s nominees may reasonably require in connection therewith. No such inspection or examination shall relieve the Contractor of its obligations under this Agreement or otherwise. 12.6 The Contractor shall conduct all Tests at the time and place so notified in accordance with Article 12.3 and shall promptly provide the Owner with one copy of the Test results in electronic form. 12.7 Unless otherwise specified in this Agreement, the Contractor shall provide all labour, Materials and Equipment and consumables necessary for the proper conduct of all Tests for which it is responsible under this Agreement.

97 ©Copyright Golar LNG. All rights reserved. 12.8 If any Materials and Equipment fail to pass any Test pursuant to this Article 12, the Contractor shall rectify or replace the same and, unless the Owner agrees in writing to dispense with repetition of the Test, shall repeat the Test. The cost and expense of any such re-test to ensure that the relevant part which failed has been remedied shall be borne by the Contractor. 12.9 The Contractor shall collect, prepare and supply at its sole cost and expense all samples of Materials and Equipment and other things as and when required to be provided by the Contractor in accordance with this Agreement. 12.10 Not used. 12.11 Within five (5) Business Days after the Works having, in the Contractor’s opinion, passed any Test, the Contractor shall provide the Owner with a report of such Test. Mechanical Completion 12.12 The Contractor shall be responsible for achieving Mechanical Completion and shall comply with all requirements for Mechanical Completion specified herein. Mechanical Completion of each Module and System shall be achieved when the applicable requirements for Mechanical Completion under this Agreement, including those set forth in the definition of Mechanical Completion, have been satisfied. It shall be a requirement of each Mechanical Completion that the applicable Module or System shall be ready for Pre-Sailaway Commissioning, in each case as specifically described in Exhibits A-7 and Q-58. 12.13 As soon as practicable after the Contractor considers that a Module or System has achieved Mechanical Completion, the Contractor shall notify the Owner in writing (such notification to be accompanied by supporting documentation confirming that the relevant Module or System has achieved all requirements for Mechanical Completion of that Module or System) and to include a statement to the Owner that all requirements for Mechanical Completion of the relevant Module or System, as the context indicates, have occurred, in compliance with all conditions defined in Exhibits A-7 and Q-58. 12.14 Within five (5) Days following the Owner’s receipt of the Contractor’s notice in accordance with Article 18.12.3, the Owner shall: 12.14.1 if the relevant Module or System has satisfied all requirements for the Mechanical Completion of that Module or System, issue a certificate to the Contractor confirming that the requirements for the Mechanical Completion of that Module or System have been achieved (“Element Completion Certificate”); or 12.14.2 if the relevant Module or System has not satisfied all requirements for the Mechanical Completion of that Module or System, notify the Contractor including with such notification the details in which the

98 ©Copyright Golar LNG. All rights reserved. relevant Module or System has not satisfied all requirements for its Mechanical Completion. 12.15 If the Owner gives the Contractor a notice pursuant to Article 12.14.2 the Contractor shall continue the Works so that the relevant Module or System satisfies all requirements for the Mechanical Completion of that Module or System at its own cost. 12.16 If the Owner fails to respond within the period specified in Article 12.14, the requirements for Mechanical Completion with respect to the relevant Module or System shall be deemed to have been achieved and the Element Completion Certificate for that Module or System shall be deemed issued. 12.17 Once an Element Completion Certificate has been issued or is deemed to have been issued for all Modules and Systems, the Owner shall issue to the Contractor a certificate confirming that the Vessel has achieved Mechanical Completion on the date stated by the Contractor to be the date that the last Module or System achieves Mechanical Completion (the “Mechanical Completion Certificate”). If the Owner fails to issue a Mechanical Completion Certificate within five (5) Business Days after the last Element Completion Certificate having been issued, this last Element Completion Certificate shall be deemed to be the Mechanical Completion Certificate. Pre-Sailaway Commissioning 12.18 The Contractor shall develop the detailed procedures and requirements for Pre- Sailaway Commissioning on the basis of Exhibit A and shall provide these to the Owner for approval no later than eighteen (18) months after the NTP Date. The Contractor shall amend such procedures and requirements to incorporate any comments and remarks received from the Owner. 12.19 The Contractor shall commence and carry out and be responsible for carrying out the Pre-Sailaway Commissioning in accordance with the Pre-Sailaway Commissioning Procedures. 12.20 It is a condition precedent to the commencement of the Pre-Sailaway Commissioning in respect of any Module or System, that the Element Completion Certificate for that Module or System has been issued or has been deemed to have been issued. 12.21 After the Contractor considers that each and every Module and System of the entire Vessel has satisfied the Pre-Sailaway Commissioning, the Contractor shall present a written report produced by the Contractor confirming this and the Owner shall, within five (5) Business Days after receipt of such report: 12.21.1 Give the Contractor a notice that it considers the report to be deficient in any way and that it directs the Contractor to correct and resubmit

99 ©Copyright Golar LNG. All rights reserved. the report and the Contractor shall, at the Contractor’s cost, resubmit the report; 12.21.2 give the Contractor a notice that it considers that the Contractor has failed to satisfy the relevant Pre-Sailaway Commissioning requirements, such notice setting out the reasons for such failure; or 12.21.3 if the relevant Pre-Sailaway Commissioning requirements have been satisfied, issue a certificate confirming that the Vessel has satisfied the Pre-Sailaway Commissioning Requirements (“Pre-Sailaway Commissioning Certificate”). 12.22 If the Owner fails to respond within the period specified in Article 12.21, the Pre- Sailaway Commissioning requirements shall be deemed to have been satisfied and the Owner shall be deemed to have issued the Pre-Sailaway Commissioning Certificate. 12.23 In the event that the Pre-Sailaway Commissioning Procedures do not permit the performance of Pre-Sailaway Commissioning activities as set out in this Article, then the Contractor shall make such necessary adjustments to the Pre-Sailaway Commissioning Procedures in accordance with the Required Standard at its own cost to rectify this.

100 ©Copyright Golar LNG. All rights reserved. ARTICLE 13 READY FOR SAILAWAY Contractual Ready for Sailaway Date 13.1 The Contractor shall achieve Ready for Sailaway in accordance with this Agreement by the Contractual Ready for Sailaway Date as may be amended by Variation Orders or Permissible Delay safely moored at a quay at the Conversion Yard in a seaworthy and clean condition, ready in all respects to depart the Conversion Yard and commence to transit to the Project Site. Pre-Conditions for Ready for Sailaway 13.2 Without limiting the requirements for the achievement of Mechanical Completion and Pre-Sailaway Commissioning in Article 12.2, all of the following shall be completed by the Contractor before, and are conditions precedent to, the Contractor being entitled to issue a Ready for Sailaway Certificate: 13.2.1 all Works to be carried out by the Contractor before Ready for Sailaway have been completed fully in accordance with this Agreement except for Punch List Items; 13.2.2 all Pre-Sailaway Tests and Pre-Sailaway Commissioning have been completed and the results of all such Pre-Sailaway Tests and Pre- Sailaway Commissioning demonstrate the Vessel and the Equipment to be fully in accordance with this Agreement except for Punch List Items; 13.2.3 the results of all Pre-Sailaway Tests and Pre-Sailaway Commissioning have been provided to the Owner by the Contractor; 13.2.4 the Contractor has provided to the Owner all the documents referred to in Article 13.8 below; 13.2.5 all Flag State requirements in respect of the Works to be finished at the Conversion Yard before Ready for Sailaway so as to enable the Vessel to leave the Conversion Yard and be towed under a manned tow to the Project Site have been completed, and a certificate has been issued by the Flag State certifying that such requirements have been satisfied; 13.2.6 all Classification Society requirements to enable the Vessel to leave the Conversion Yard and be towed under a manned tow to the Project Site have been completed and an interim certificate has been issued by the Classification Society certifying that such requirements have been satisfied, including verification from the Classification Society that the minimum safety requirements have been achieved;

101 ©Copyright Golar LNG. All rights reserved. 13.2.7 the Contractor has provided all assistance reasonably requested by the Owner to ensure that a marine warranty survey of the Vessel has been completed and a marine warranty certificate issued (the Owner to contract with and pay the fees of the marine warranty surveyor for all relevant operations); 13.2.8 a black start test has been performed whereby all relevant Systems on the Vessel are to be restarted after having been shut down; 13.2.9 the Contractor has provided all assistance necessary to ensure that all personnel have been trained according to the relevant marine operation requirement and that manning levels have been certified according to the minimum manning certificate; 13.2.10 the Contractor has provided any assistance reasonably requested by the Owner to enable valid insurance certificates to be put in place prior to the Vessel’s voyage to the Project Site (such insurance to be procured by the Owner); and 13.2.11 the Contractor has provided any assistance and documentation reasonably requested by the Owner to enable the Owner to develop the following procedures and plans: 13.2.11.1 marine procedures for the voyage of the Vessel to the Project Site and procedures for the Vessel’s operation to be implemented on board; 13.2.11.2 emergency response plans for the voyage of the Vessel to the Project Site, including the conducting of emergency response exercises; and 13.2.11.3 security plan for the voyage of the Vessel to the Project Site; . Ready for Sailaway Certificate 13.3 Upon achievement in full of all the items listed in Article 13.2 above, the Contractor shall issue a Ready for Sailaway Certificate for approval to the Owner in the form included in Exhibit L (Contract Forms). 13.4 If the Owner agrees that all the items listed in Article 13.2 above have been achieved in full, the Owner shall sign the Ready for Sailaway Certificate within two (2) Business Days after the same being issued to the Owner, and upon such signature by the Owner the Vessel will be deemed to be ready for sailaway (“Ready for Sailaway”).

102 ©Copyright Golar LNG. All rights reserved. 13.5 If the Owner disputes that all the items listed in Article 13.2 above have been achieved in full, the Owner may reject the Ready for Sailaway Certificate within two (2) Business Days after the same being issued to the Owner specifying the grounds for the Owner’s rejection. If the Contractor agrees with the Owner’s grounds for rejection, the Contractor shall implement the Owner’s comments and then issue a further Ready for Sailaway Certificate, and the provisions of Articles 13.3 to 13.5 shall apply to such further Ready for Sailaway Certificate. 13.6 Any dispute as to whether the items in Article 13.2 have been achieved, and therefore whether the Contractor has issued a valid Ready for Sailaway Certificate, shall be determined by reference to arbitration in accordance with the provisions of Article 29.13. 13.7 If the Owner rejects the Contractor Ready for Sailaway Certificate without justification or fails to respond and if and to the extent that such failure to respond causes critical delay to the completion of the Works, the Contractor shall be entitled to issue a Contractor VOR and to claim a Variation in accordance with and subject to the terms of Article 10. Documents to be delivered to the Owner 13.8 Concurrently with, and as a condition precedent of, the Contractor being entitled to issue a Ready for Sailaway Certificate, the Contractor shall deliver to the Owner originals of the following documents: 13.8.1 Protocol of Mechanical Completion as specified in Exhibit L; 13.8.2 Protocol of Inventory of the Equipment of the Vessel, including spare parts and the like, as specified in Exhibit L; 13.8.3 Protocol of bunkers, lubricating oils, greases and stores of consumable nature on board the Vessel at the time of issue of the Ready for Sailaway Certificate for the Vessel (including the original purchase price thereof); 13.8.4 All certificates to be furnished upon the Actual Ready for Sailaway Date pursuant to this Agreement, including but not limited to: 13.8.4.1 Flag State certificate in accordance with Article 13.2.5 (the Owner shall obtain the Flag State certificate, with the Contractor to provide any information or documentation reasonably requested by the Owner to do so, and in circumstances where the Owner fails to do so the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10) ; and

103 ©Copyright Golar LNG. All rights reserved. 13.8.4.2 Classification Certificate in accordance with Article 13.2.6, and all such certificates to be clean and free of all conditions, qualifications, reservations and recommendations whatsoever (unless the Owner has expressly agreed in writing to waive such requirement). It is, however, agreed that if, through no fault on the part of the Contractor, the final Classification Certificate is not available at the time of Ready for Sailaway, an interim Classification Certificate may be accepted by the Owner. The Owner shall then procure the final Classification Certificate. 13.8.5 Declaration of Warranty of the Contractor that the Vessel is free and clear of any and all Liens whatsoever upon the Owner’s title thereto, and in particular but without limitation, that the Vessel is absolutely free of all burdens in the nature of imposts, Taxes or charges imposed by the Governmental Authorities of China (local or central), as well as of all liabilities of the Contractor to its Subcontractors, employees, crew, Personnel and any other Person, and of all liabilities arising from the construction of and operation of the Vessel in trial runs, Pre- Sailaway Tests or otherwise. 13.8.6 Plans and operating manuals pertaining to the Vessel pursuant to this Agreement (in English, in electronic format), including but not limited to: complete “as-built” drawings, all instructions and operations manuals required under this Agreement, with all necessary data including sea preparation and any other data required by the Owner’s insurers, complete maintenance guide, test and commissioning reports, inclining reports, lightship weight, variable deck load and centre of gravity lightship weight calculations, major/minor equipment certifications, spare parts list and the Contractor’s vendor’s documentation, unless otherwise agreed in writing by the Parties. 13.8.7 Commercial Invoice. 13.8.8 Builder’s Certificate notarised and legalised as the Owner may notify the Contractor it requires, in favour of the Owner, or other relevant document that certifies that title to the Works has passed to the Owner and all other documentation required by the Owner in order to enable it to effect registration of the Vessel under the Flag State, in accordance with the requirements of the Flag State. 13.8.9 Not used. 13.8.10 Not used. 13.8.11 Copies of all purchase documents, vendor operating and maintenance information manuals, material and fabrication

104 ©Copyright Golar LNG. All rights reserved. certifications, as applicable, installation instructions, and specific guarantee and warranty information prior to Ready for Sailaway. 13.8.12 Not used. 13.8.13 All other information and documentation as may be reasonably requested by the Owner to the extent within the Contractor’s capacity to provide. Delivery of Record As-Built Drawings 13.9 The Contractor shall deliver to the Owner the as-built drawings required for the Works pursuant to this Agreement, promptly after Ready for Sailaway. Punch List Items 13.10 Any Punch List Items not rectified before Ready for Sailaway shall be rectified by the Contractor at the Contractor’s sole cost and expense (including in respect of all costs and expenses of transporting Personnel, equipment or materials to the Vessel) as soon as possible after Ready for Sailaway. Removal of the Vessel 13.11 Subject to Article 13.12 below, the Owner shall take possession of the Vessel immediately upon signature by the Owner of the Ready for Sailaway Certificate and shall remove the Vessel from the Conversion Yard within seven (7) days after the Actual Ready for Sailaway Date. 13.12 The Owner shall be entitled to moor the Vessel at the Conversion Yard after expiry of the 7 days period referred to Article 13.11 above and the Contractor shall provide all access, power and other utilities to the Vessel as requested by the Owner. However, the total mooring period shall not exceed forty-five (45) Days from the date of signature by the Owner of the Ready for Sailaway Certificate. The Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 if the Owner exercises its rights under this Article 13.12. 13.13 The Owner shall be responsible for performing customs clearance and making customs declarations as required to export the Vessel from China. The Contractor shall provide all necessary assistance with the foregoing and otherwise assist on export matters.

105 ©Copyright Golar LNG. All rights reserved. ARTICLE 14 DEVELOPMENT OF PERFORMANCE TEST PROTOCOL AND PROJECT SITE COMMISSIONING PROTOCOL Nomination of the Project Site 14.1 Before the date falling six (6) months before the Contractual Ready for Sailaway Date, the Owner shall inform the Contractor of the location of the Project Site. The location shall be specified as a specific project development area. Performance Test Protocol 14.2 The Contractor shall cooperate to provide such assistance as may be reasonably requested by the Owner in connection with the preparation of the Performance Test Protocol. 14.3 The Owner shall provide a draft of the Performance Test Protocol to the Contractor no later than the date falling twelve (12) months prior to the Contractual Ready for Sailaway Date. The draft Performance Test Protocol shall be consistent with the Performance Test Procedures. 14.4 The Contractor shall, within forty five (45) Days after receipt of the draft Performance Test Protocol: 14.4.1 if the Contractor considers the draft Performance Test Protocol is consistent with the Performance Test Procedures, confirm in writing to the Owner that the draft Performance Test Protocol is accepted; or 14.4.2 if the Contractor considers the draft Performance Test Protocol is not consistent with the Performance Test Procedures, give written notice to the Owner that the draft Performance Test Protocol is not consistent with the Performance Test Procedures and set out in detail all inconsistencies. If the Contractor so notifies the Owner, and if the Owner agrees, the Owner shall amend the draft Performance Test Protocol within thirty (30) Days after receiving the Contractor notice. Following receipt of any amended Performance Test Protocol the Contractor shall, within fifteen (15) Days after receipt of such amended draft, either confirm in writing to the Owner that the amended draft Performance Test Protocol is accepted or notify the Owner in writing that it still does not consider the draft Performance Test Protocol to be consistent with the Performance Test Procedures, whereupon the Parties shall within ten (10) Days: (i) meet without undue delay and in good faith to discuss all outstanding issues concerning the draft Performance Test Protocol and (ii) seek to agree all outstanding issues concerning the draft Performance Test Protocol.

106 ©Copyright Golar LNG. All rights reserved. 14.4.3 If (i) the Owner does not agree with the Contractor notice given under Article 14.4.2 or (ii) the Parties fail to meet and/or to agree all issues concerning the draft Performance Protocol within ten (10) Days in accordance with Article 14.4.2, the dispute shall be determined by reference to Expert Determination in accordance with the provisions of Article 29.5 to 29.12. On a determination by an Independent Expert pursuant to this Article 14.4, an Independent Expert (and an arbitral tribunal if later relevant) may determine the terms of a reasonable and appropriate Performance Test Protocol which is consistent with the Performance Test Procedures. 14.5 If the Contractor fails to respond to the Owner within forty five (45) Days after receiving the draft Performance Test Protocol, the draft Performance Test Protocol shall be deemed to be the Performance Test Protocol for the purposes of this Agreement. Project Site Commissioning Protocol 14.6 The Contractor shall cooperate to provide such assistance as may be reasonably requested by the Owner in connection with the preparation of the Project Site Commissioning Protocol. 14.7 The Owner shall provide a draft of the Project Site Commissioning Protocol to the Contractor no later than the date falling twelve (12) months prior to the Contractual Ready for Sailaway Date. The draft Project Site Commissioning Protocol shall be consistent with the Project Schedule and Exhibits Q-29 and Q- 30. 14.8 The Contractor shall within forty five (45) Days after the date of receipt of the draft Project Site Commissioning Protocol: 14.8.1 if the Contractor considers the draft Project Site Commissioning Protocol is consistent with the Project Schedule and Exhibits Q-29 and Q-30, confirm in writing to the Owner that the draft Project Site Commissioning Protocol is accepted; or 14.8.2 if the Contractor considers the draft Project Site Commissioning Protocol is not consistent with the Project Schedule and Exhibits Q- 29 and Q-30, give written notice to the Owner that the draft Project Site Commissioning Protocol is not consistent with the Project Schedule and Exhibits Q-29 and Q-30 and set out in detail all inconsistencies and if the Contractor so notifies the Owner and if the Owner agrees, the Owner shall amend the draft Project Site Commissioning Protocol within thirty (30) Days after receiving the Contractor notice. Following receipt of any amended draft Project Site Commissioning Protocol the Contractor shall, within fifteen (15) Days after receipt of such amended draft, either confirm in writing to the

107 ©Copyright Golar LNG. All rights reserved. Owner that the amended draft Project Site Commissioning Protocol is accepted or notify the Owner in writing that it still does not consider the draft Project Site Commissioning Protocol to be consistent with the Project Schedule and Exhibits Q-29 and Q-30, whereupon the Parties shall within ten (10) Days: (i) meet without undue delay and in good faith to discuss all outstanding issues concerning the draft Project Site Commissioning Protocol and (ii) seek to agree all outstanding issues concerning the draft Project Site Commissioning Protocol. 14.8.3 If (i) the Owner does not agree with the Contractor notice given under Article 14.8.2 or (ii) the Parties fail to meet and/or to agree all issues concerning the draft Project Site Commissioning Protocol within ten (10) Days in accordance with Article 14.8.2, the dispute shall be determined by reference to Expert Determination in accordance with the provisions of Article29.5 to 29.13. On a determination by an Independent Expert pursuant to this Article 14.8, an Independent Expert (and an arbitral tribunal if later relevant) may determine the terms of a reasonable and appropriate Project Site Commissioning Protocol in accordance with the Project Schedule and Exhibits Q-29 and Q-30. 14.9 Any comments or amendments to the draft Project Site Commissioning Protocol proposed by the Contractor shall be incorporated by the Owner into the final Project Site Commissioning Protocol only to the extent that such comments or amendments: 14.9.1 are reasonably required to enable to the Vessel to achieve the Guaranteed Performance by the Guaranteed Performance Date; 14.9.2 do not conflict with the Required Standard or with the operations and maintenance manuals for the Equipment; and 14.9.3 are required to ensure the draft Project Site Commissioning Protocol is consistent with the Project Site Commissioning Schedule. 14.10 If the Contractor fails to respond to the Owner within forty five (45) Days after receiving the draft Project Site Commissioning Protocol, the draft Project Site Commissioning Protocol shall be deemed the Project Site Commissioning Protocol for the purposes of this Agreement. 14.11 In the event that the Owner fails to comply with its obligations under this Article 14, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

108 ©Copyright Golar LNG. All rights reserved. ARTICLE 15 COMMISSIONING SPARES AND OWNER’S SPARES 15.1 The Contractor shall be responsible for the provision at its own cost of the Commissioning Spares. 15.2 The Contractor shall deliver Commissioning Spares in appropriate packing before the commencement of Pre-Sailaway Commissioning. 15.3 The Contractor shall, as soon as practicable and in any event no later than twelve (12) months before the Contractual Ready for Sailaway Date, provide a list of “Owner’s Spares” along with, to the extent obtainable, itemised prices which shall be valid until the Actual Ready for Sailaway Date. The Owner shall be responsible for the provision of any Owner’s Spares. If the Owner desires Owner’s Spares to be provided by the Contractor, those spares shall be provided on a cost-reimbursable basis plus mark-up based on Exhibit B in accordance with the Agreement and loaded on the Vessel before Ready for Sailaway. If the Owner procures Owner’s Spares itself which are delivered to the Conversion Yard, the Contractor shall assist the Owner to load such Owner’s Spares on the Vessel before Ready for Sailaway. Once delivered in accordance with this Article, such Owner’s Spares will be at the Contractor’s risk, including the risk of transportation within the Conversion Yard and the risk of offloading, uncrating and storage of the Owner’s Spares. 15.4 Any Owner’s Spares on the Vessel may be utilised by the Contractor during Startup, Project Site Commissioning, Post-Commissioning Performance Tests and in support of warranty work at the sole risk of the Contractor and the Owner does not give any warranty in respect of the Owner’s Spares. 15.5 If the Owner’s Spares are used by the Contractor pursuant to this Agreement prior to the achievement of Contractor Final Acceptance, then the Contractor shall take immediate steps to replace, at its sole cost, the Owner’s Spares used except where such use by the Contractor arises out of or results from (i) any misuse, improper operation or maintenance by the Owner or (ii) normal wear and tear. In any event Contractor should take immediate steps to replace the Owner’s Spares but may file a written request to the Owner to reimburse the spares based on a root cause analysis explaining why the Contractor claims (i) misuse, improper operation or maintenance issues caused by the Owner or (ii) normal wear and tear. 15.6 The Owner shall at its own risk, cost and expense, supply and deliver to the Contractor all of the items to be furnished by the Owner as specified in Exhibit G (the “OFE” (Owner Furnished Equipment)) at the Conversion Yard, or such other place(s) as may be agreed between the Parties, (such place of delivery, the “OFE Delivery Location”) in the proper condition ready for installation in or on the Vessel, in accordance with the Project Schedule or such other time schedule as may be mutually agreed between the Parties.

109 ©Copyright Golar LNG. All rights reserved. 15.7 Once delivered in accordance with Article 15.6, OFE will be at the Contractor’s risk, including the risk of transportation from the OFE Delivery Location to and within the Conversion Yard and the risk of offloading, uncrating and storage of OFE upon arrival at the OFE Delivery Location and thereafter will be with the Contractor. 15.8 In order to facilitate installation by the Contractor of OFE in or on the Vessel, the Owner shall furnish the Contractor with customary specifications, plans, drawings, instruction books, manuals, test reports and certificates. The Owner, if so requested by the Contractor, shall without any charge to the Contractor, cause the representatives of the manufacturers of OFE to assist the Contractor in the installation in or on the Vessel. In the event that the Owner fails to comply with its obligations under this sub-Article 15.8, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 15.9 For the avoidance of doubt, the cost of and risk of installation, securing, integration and commissioning of OFE shall be for the account of the Contractor. 15.10 Should the Owner fail to deliver any OFE within the date scheduled for delivery of the relevant OFE in accordance with Article 15.6, and the Contractor notifies the Owner that such OFE is, in the Contractor’s view (acting reasonably), necessary for the normal continuation of the Works, the Owner will, at its option, be entitled to either instruct the Contractor to wait for the relevant OFE and the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10, or instruct the Contractor to proceed with construction of the Vessel without installation of the relevant OFE in or on the Vessel (in the case of such latter instruction, the Owner shall be obliged to accept and take delivery of the Vessel as so constructed (including all consequential impact on delivery condition, certification or performance characteristics of the Vessel, if any) unless the Parties agree otherwise), the Owner’s instruction to be given within five (5) days after the Owner’s receipt of such notification from the Contractor, failing which the Contractor shall proceed with construction without the relevant installation. If a Regulatory Authority requires additional works to be completed as a result of the Contractor continuing or completing the Works without the relevant installation, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 15.11 The Contractor shall store, unpack, handle and transport on-board the Vessel OFE. Without prejudice to the generality of the foregoing, all items of OFE shall, until fitted or installed onto or within the Vessel, be marked with the name of the Vessel and kept in a suitable storage place and conditions, which is proofed against the weather and with adequate physical security, and as otherwise approved by the Owner. Such storage shall meet any relevant requirements of the appropriate customs authorities.

110 ©Copyright Golar LNG. All rights reserved. 15.12 Without prejudice to the Contractor’s obligations under Article 28, the Contractor shall not be responsible for the quality, efficiency and/or performance of any of OFE, save in relation to their installation, securing, commissioning (if applicable) and integrating in accordance with this Agreement. Inspection of OFE 15.13 Upon arrival of each item of OFE at the OFE Delivery Location, OFE and status documents shall be jointly inspected visually by the Owner and the Contractor, and, thereafter, the Contractor shall be responsible for the safe custody and installation of that OFE on or in the Vessel. The Contractor (acting reasonably) is entitled to reject any OFE that is found at such visual inspection to be defective or unsuitable or not in a proper condition for its intended installation. In such case the Contractor shall notify the Owner promptly of such reason for rejection and, if the Owner agrees with the Contractor and requires the Contractor to take any consequential actions in respect of such OFE, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10, provided always that if the Owner considers that the Contractor has acted unreasonably in seeking to reject any OFE or the Owner does not consider the same to be defective, unsuitable or not in a proper condition, as aforesaid, the Owner may instruct the Contractor to install such Contractor rejected OFE by issuing a Disputed Variation Order. Extension of time and costs for delays associated with supply and delivery of OFE 15.14 If the Contractor suffers delay or incurs cost as a result of a delay in delivery of OFE or any defects in OFE existing at delivery to the OFE Delivery Location, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

111 ©Copyright Golar LNG. All rights reserved. ARTICLE 16 PROJECT SITE WORKS Arrival of the Vessel at the Project Site 16.1 The Contractor shall undertake the Project Site Works if the Owner has identified the Project Site and a Variation in this regard has been agreed and/or the Owner has issued a Disputed Variation Order in accordance with and subject to the terms of Article 10, The Contractor shall be entitled to object to the Variation Order if: 16.1.1 the Project Site is situated in a country subject to, or controlled by a person or entity subject to, Sanctions; and/or 16.1.2 The Owner is unable to satisfy the Contractor (acting reasonably) as to the arrangement for the safety and security of its staff, agents, and those of its vendors and/or Subcontractors at the Project Site; 16.2 The Contractor acknowledges that the Vessel will not be able to enter the Project Site until the Owner has confirmed it is able to do so. In the event that a Pre-Entry Review is required before the Vessel is able to enter the Project Site, the Contractor shall provide such support and cooperation as the Owner may reasonably require in connection with such Pre-Entry Review and shall cooperate with the Owner so that the Pre-Entry Review can be conducted efficiently and effectively in order to meet the Pre-Entry Review requirements. 16.3 The Owner shall be responsible at its own cost, expense and risk for mobilising the Vessel to the Project Site, hook up and all other activities required for the preparation for and carrying out of the Project Site Works, except for the correction of Non-Conformities which shall remain the responsibility of the Contractor. The Owner shall ensure that the Project Site is safe, accessible and compliant with Applicable Laws in order that the Contractor can perform the Project Site Works. 16.4 The Contractor shall perform the Project Site Works in accordance with the requirements of this Agreement and consistent with the Project Site Commissioning Protocol Exhibit A-7 (Golar FLNG Commissioning Requirement Matrix) and Exhibit Q-58 (Appendix Z – Mechanical Completion and Startup Responsibilities). The Owner shall provide such Owner’s Project Site Personnel as reasonably necessary to assist the Contractor to perform the Project Site Works. 16.5 The Contractor shall be provided with written notices at 90, 45, 21 and 3 Days prior to the date or dates when, and the location where, the Project Site Works are to commence. The 3 Days’ notice shall be accompanied by a written confirmation from the Owner that the pre-conditions set out in Article 16.8 have been fulfilled. (“Owner’s Project Site Works Readiness Notice”).

112 ©Copyright Golar LNG. All rights reserved. 16.6 The Contractor shall ensure that the necessary Contractor’s Project Site Personnel for the Project Site Works are present and ready for the Project Site Works to be carried out on the required date or dates in accordance with this Agreement. Ready for First Gas Certificate 16.7 Project Site Commissioning will commence when the Owner has issued the Ready for First Gas Certificate. 16.8 The Ready for First Gas Certificate shall be issued by the Owner to the Contractor when all of the following have occurred: 16.8.1 Feed Gas may be safely introduced into the liquefaction system in accordance with Exhibit Q-29; 16.8.2 the Project Site Commissioning Protocol has been agreed or deemed agreed pursuant to Articles 14.6-14.10; 16.8.3 the hook up of the gas transmission line has been accomplished; 16.8.4 all Permits and Consents necessary for Project Site Commissioning to commence have been obtained; 16.8.5 the Vessel is free from any damage to equipment or systems that may have occurred in transit to the Project Site, and which would affect the operation of the Vessel; 16.8.6 all Non-Conformities affecting Project Site Commissioning or the safe operation of the Vessel have been rectified by the Contractor; 16.8.7 the Upstream Facilities required to introduce gas onto the Vessel are operational as required under the Project Site Commissioning Protocol; 16.8.8 all “dried” systems have maintained dryness during transit or have been dried at the Project Site; 16.8.9 all infrastructure required to support Project Site Commissioning, the warranty work and rectification efforts (e.g. crew vessels, craft labour, spare parts, etc.) are ready and available; 16.8.10 any Pre-Start Up Review required by the Owner has been completed by or on behalf of the Owner with the participation of the Contractor in accordance with Article 16.9;

113 ©Copyright Golar LNG. All rights reserved. 16.8.11 operator training has been completed and a sufficient number of trained operation and maintenance personnel are on board to support Startup and Project Site Commissioning; 16.8.12 all safety management and issuance of any subsequent work permits or hot work permits which may be required to support the commissioning schedule have been obtained and copies delivered to the Contractor; 16.8.13 the Contractor has been provided with the Project Site Commissioning Protocol in accordance with Article 14.6-14.9; 16.8.14 all Owner’s Spares are present at the Project Site; and 16.8.15 any other items identified for the Owner to satisfy with respect to issuance of the Ready for First Gas Certificate as set out in Exhibit Q-29 have been satisfied. 16.9 With respect to the Pre-Start Up Review requirement at Article 16.8.10 above, the Contractor shall provide such support and cooperation as the Owner may reasonably require in connection with such Pre-Start Up Review and shall cooperate with the Owner so that the Pre-Start Up Review can be conducted efficiently and effectively in order to meet the Pre-Start Up Review requirements. 16.10 If the requirements of Article 16.8 have been met in full but the Owner has not issued the Ready for First Gas Certificate other than due to any period of delay caused by an FM Event affecting the Owners, the Contractor may issue a notice requesting the Owner to issue the Ready for First Gas Certificate and the Owner shall issue the Ready for First Gas Certificate within 14 Days thereafter. If the Owner does not issue the Ready for First Gas Certificate within such period without justification, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation for its reasonable increased costs arising from such delay in accordance with and subject to the terms of Article 10. 16.11 Not used 16.12 If any of the requirements listed in Article 16.8 are not fulfilled, causing the Ready for First Gas Certificate not to be issued (and Project Site Commissioning not to commence) (or any repetition thereof in the event of prior failure), the Owner shall, at its own cost (or to the extent a requirement listed in Article 16.8 is not fulfilled due to the fault of the Contractor, at the Contractor’s own cost, utilising the Owner’s rate sheet containing labour rates on a non-profit basis), make all appropriate adjustments and modifications with all reasonable speed. If the Ready for First Gas Certificate has not been issued to the Contractor within 28 Days from the receipt by the Contractor of the Owner’s Project Site Works Readiness Notice referred to in Article 16.5 for reasons which are not the Contractor’s responsibility, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation for its reasonable and documented increased costs

114 ©Copyright Golar LNG. All rights reserved. arising from such delay in accordance with and subject to the terms of Article 10 to the extent the Contractor is not at fault. Personnel for the Project Site Works 16.13 For the purposes of the Project Site Works, the Contractor shall ensure that the necessary Contractor Project Site Personnel for the Project Site Works (including any required Subcontractor Personnel) are present and ready for the Project Site Works to be carried out on the date or dates as notified by the Owner. The Contractor shall be entitled to issue a Contractor VOR and claim a Variation in respect of such services and assistance in accordance with and subject to the terms of Article 10 except for the costs of travel and related expenses of the Contractor Project Site Personnel for which the Contractor shall be entitled to issue a separate Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 16.14 The Owner shall ensure that the necessary Owner’s Project Site Personnel are present and ready for the Project Site Works to be carried out on the date or dates as notified by the Owner. 16.15 For the purposes of the Project Site Works, the Contractor (including any required Subcontractor Personnel) shall be provided by the Owner with the following prior to commencement of the Project Site Works: 16.15.1 access to the Vessel and the Project Site from the date of commencement of the Project Site Works until Contractor Final Acceptance, insofar as is necessary to enable the Contractor to perform the Project Site Works; 16.15.2 transport for the Contractor’s Project Site Personnel (including any required Subcontractor Personnel) and materials between the nearest commercial international airport within the country in which the Project Site is located and the Project Site; 16.15.3 suitable accommodation and catering for the Contractor’s Project Site Personnel while they are required to be on the Vessel or on or near to the Project Site; subject to the Contractor acceptance (acting reasonably) of the health, safety and security arrangements for the accommodation and catering; 16.15.4 adequate Project Site office space necessary for the Project Site Works; 16.15.5 subject to Article 18.4 below, sufficient feed stock and utilities (including fuel, air, power, water) and consumables (including reagents, chemicals, grease and lubricants complete with SDS data) for the Project Site Works. The Contractor shall, six months prior to

115 ©Copyright Golar LNG. All rights reserved. the Contractual Ready for Sailaway Date, provide the Owner with a list identifying the foregoing items and quantities thereof; 16.15.6 first fills including but not limited to lubricants, refrigerants, catalyst, perlite insulation and chemicals following delivery of the Vessel to the Project Site at the times and to the specification reasonably requested by the Contractor in order to complete Project Site Works. The Contractor shall, six (6) months prior to the Contractual Ready for Sailaway Date, provide the Owner with a list identifying the foregoing items and quantities thereof. First fills at the Conversion Yard shall not form part of this Agreement and the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in respect of first fills at the Conversion Yard in accordance with and subject to the terms of Article 10. First fills at the Project Site to be procured and performed by the Owner; 16.15.7 an adequate number of qualified and properly trained operators and maintenance personnel in a timely manner to support the Project Site Works; 16.15.8 reasonable assistance for the Contractor to obtain Permits and Consents as required by Applicable Laws at the Project Site for the Contractor to perform the Project Site Works; 16.15.9 sufficient storage for LNG product produced by the Vessel during the Project Site Works to support continuous, steady state operation necessary to achieve Contractor Final Acceptance in accordance with the Project Schedule; 16.15.10 evidence that the Owner has obtained all necessary insurances for which the Owner is responsible for effecting and maintaining coverage of for the Project Site Works performed at the Project Site. 16.15.11 the safe, secure and stable mooring of the Vessel at the Project Site. 16.15.12 the applicable health, safety and security arrangements at the Project Site, such arrangements to be acceptable to the Contractor (acting reasonably); and 16.15.13 the adequate infrastructure support and Project Site Personnel for the Contractor's use at the Project Site for the purposes of the Project Site Work, adequate construction craft labour as may be required to support the activities of the Contractor at the Project Site including all supervision, labour and skilled mechanics with necessary small tools and consumables and all other material in preparation for the project for Project Site Work until Contractor Final Acceptance, all to be provided in accordance with the Owner's rate sheet containing labour rates on a non-profit basis, that shall be provided to the Contractor

116 ©Copyright Golar LNG. All rights reserved. no later than thirty (30) Days prior to the scheduled Contractual Ready for Sailaway Date. 16.16 Each Party shall obtain the necessary Permits and Consents for the Project Site Works prior to commencement of the Project Site Works. 16.17 If and to the extent that the Contractor suffers delay or incurs cost as a result of a failure by the Owner to comply with its obligations in this Article, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

117 ©Copyright Golar LNG. All rights reserved. ARTICLE 17 PROJECT SITE COMMISSIONING 17.1 Promptly upon the issue of the Ready for First Gas Certificate, the Owner shall perform the Project Site Commissioning in accordance with the Project Site Commissioning Protocol. The Owner shall have the right to delay the start of the Project Site Commissioning by any period of delay caused by an FM Event (including an FM Event affecting the Owner or Lessee’s ability to pre- commission or commission the Upstream Facilities under the Lease and Operate Agreement). 17.2 During the Project Site Commissioning, the Contractor (and, where applicable, its Subcontractors) shall provide the services and comply with its obligations as set out in the Performance Test Procedures, the Performance Test Protocol and the Project Site Commissioning Protocol. 17.3 If a Party considers that damage to the Vessel or other property or personal injury is likely to result from any aspect of the Project Site Commissioning, it shall advise the other Party as soon as practicable and the Parties shall discuss whether to suspend the Project Site Commissioning while they consider how to resolve the situation in accordance with Reasonable and Prudent Practice. In any case, Owner, or Contractor (on B&V advice), shall be entitled to order the cessation/suspension of any aspect of Project Site Commissioning if damage to the Vessel or other property or personal injury is likely to result from continuation. 17.4 If and to the extent that the Contractor suffers delay or incurs cost as a result of a failure by the Owner to comply with its obligations in this Article, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 17.5 Within five (5) Days of the completion of each component of Project Site Commissioning the Owner shall provide a written report to the Contractor in respect of those Project Site Commissioning activities. The form and content of the report(s) will be agreed between Owner and the Contractor prior to Actual Ready for Sailaway Date but shall be consistent with the Project Site Commissioning Protocol. 17.6 The Contractor may, acting reasonably, within five (5) Days of receipt of a report produced in accordance with Article 17.5, give the Owner a notice that it considers: 17.6.1 the report to be deficient in some respect (providing the Owner with detail of why it considers such report to be deficient) and that it requests the report to be corrected and resubmitted at no cost to the Contractor;

118 ©Copyright Golar LNG. All rights reserved. 17.6.2 the part of Project Site Commissioning that is the subject of the report has not been achieved, such notice setting out the reasons why the Contractor considers this to be the case; or 17.6.3 that aspect of Project Site Commissioning has been successfully performed. 17.7 If any part of the Project Site Commissioning fails (or any repetition thereof in the event of prior failure) or if Project Site Commissioning (or any part thereof) is stopped before completion, the Owner must make all appropriate adjustments and modifications with all reasonable speed and at its own expense and Project Site Commissioning (or the relevant part thereof) must be repeated or re-started (as applicable) as soon as practicable thereafter, and the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 17.8 Where Project Site Commissioning has been completed such that the Contractor has issued a notice pursuant to Article 17.6.3 that the last aspect of Project Site Commissioning has been successfully performed, and all other Project Site Commissioning requirements have been satisfied, the Owner shall proceed to Startup.

119 ©Copyright Golar LNG. All rights reserved. ARTICLE 18 START UP AND PERFORMANCE TESTS 18.1 The Owner shall perform Startup and the Performance Tests, subject to the performance by the Contractor (and, where applicable, its Subcontractors) of its obligations under this Article 18, in accordance with the Performance Test Procedures. 18.2 The Contractor shall provide technical services in accordance with this Agreement concerning Startup and the carrying out of the Performance Tests in accordance with the procedures and requirements for the Performance Tests set out in this Article 18. 18.3 Minimum performance (“Minimum Performance”) shall be achieved when the B&V Equipment onboard the Vessel has achieved, in the aggregate (and, for the avoidance of doubt, not on an individual train basis), an average LNG output (as measured by the procedure described in Exhibit Q-36) of at least [*****] of the Guaranteed LNG Output over a period of [*****] consecutive hours at the Project Site. 18.4 Notwithstanding anything in Article 18.3 to the contrary, the Parties recognise that there may be circumstances during Project Site Commissioning, Startup and Performance Tests where there is enough Feed Gas to only operate one or more, but less than all, of the trains. If there is insufficient Feed Gas to operate all trains simultaneously during Commissioning, Startup and Performance Tests, then during such periods of insufficient Feed Gas the manner in which Minimum Performance and Guaranteed Performance will be determined shall be in accordance with Exhibit Q-35 and Q-36. 18.5 The Owner, or the Contractor (on B&V advice), shall be entitled to order the cessation of any Performance Tests if damage to the Works or other property or personal injury is likely to result from continuation. 18.6 The results of the Performance Tests shall be collected and presented in accordance with Exhibit Q-36. 18.7 If the Owner believes in good faith that the Works have not passed the Performance Tests despite being notified to the contrary by the Contractor (on B&V advice), then, without prejudice to the other provisions of this Article 18: 18.7.1 the Owner shall provide notice in writing to the Contractor promptly (and in any event within five (5) Business Days of the completion of the Performance Tests, or such other period as may be agreed by the Parties acting reasonably) as to the reasons why it has formed the good faith belief that the Works have not passed the Performance Tests; and

120 ©Copyright Golar LNG. All rights reserved. 18.7.2 duly authorised representatives of the Contractor, the Owner and B&V (the Contractor shall be responsible for procuring the attendance of B&V representatives) shall meet promptly (and in any event within a further five (5) Business Days, or such other period as may be agreed by the Parties acting reasonably, of such notice being received by the Contractor under Article 18.7.1) to discuss. 18.8 Where all the requirements for Minimum Performance have been satisfied in the opinion of the Contractor, the Contractor shall issue a written notice (in the form set out in Exhibit L) to the Owner that Minimum Performance has been achieved. Upon the Owner’s verification and signing-off, such notice shall become the Minimum Performance Certificate, effective as of the date of notice by the Contractor (“Minimum Performance Certificate”). In the event that the Owner objects to the foregoing Contractor’s notice under this Article 18.8, the Owner must provide written notice to the Contractor of the reasons for such objection. In the event that the Owner fails to sign off on or object to the Contractor’s notice within five (5) Days, Minimum Performance shall be deemed to have been achieved on the date of the Contractor’s notice. 18.9 Where all the requirements for Guaranteed Performance have been satisfied in the opinion of the Contractor, the Contractor shall issue a notice (in the form set out in Exhibit L) to the Owner that Guaranteed Performance has been achieved. Upon the Owner’s verification and signing off, such notice shall become the Guaranteed Performance Certificate, effective as of the date of notice by the Contractor (“Guaranteed Performance Certificate”). 18.10 In the event that the Owner objects to the Contractor’s notice under Article 18.9, the Owner must provide written notice to the Contractor of the reasons for such objection. In the event that the Owner fails to sign off on or object to the Contractor’s notice within seven (7) Days, Guaranteed Performance shall be deemed to have been achieved on the date of the Contractor’s notice. 18.11 If: (i) the Contractor fails to achieve Minimum Performance on or before the Guaranteed Minimum Performance Date (as amended by Variation Orders or Permissible Delay); and (ii) the total amount of liquidated damages accrued under Article 4.3(or which would have accrued but for the operation of any liability cap) is equal to or greater than the Minimum Performance LD Cap under Article 4.3, the maximum amount of liquidated damages due and payable by the Contractor to the Owner under Articles 4.5-4.13 (subject always to Article 4.15) shall be deemed to have accrued in full and shall be due and payable on demand by the Contractor to the Owner. 18.12 If 18.12.1 the Owner objects to the Contractor’s notice to the Owner pursuant to Article 18.8 that Minimum Performance has (in the opinion of the Contractor) been achieved following a Performance Test (or any

121 ©Copyright Golar LNG. All rights reserved. repetition thereof in the event of prior failure), the Contractor (and, where applicable, its Subcontractors) shall: 18.12.1.1 proceed with rectification efforts as soon as is practicable and thereafter continue to expeditiously (subject to having unimpeded access to the Works) make all appropriate adjustments and modifications with all reasonable speed. The Owner shall provide, on a timely basis in support of the Contractor’s plan for rectification, all labour, tools, spare parts and all other resources for making such adjustments and modifications as required and notified in reasonable time by the Contractor at the Contractor’s expense all in accordance with the Owner’s rate sheet containing labour rates on a non-profit basis, that shall be provided by the Owner to the Contractor no later than thirty (30) Days prior to the Contractual Ready for Sailaway Date. The Contractor shall give the Owner one Day’s prior notice that the B&V Topsides Works is ready for the re-performance of the Performance Tests (or the relevant part thereof). 18.12.2 If by the Minimum Performance Longstop Date, the Contractor has failed to achieve Minimum Performance, the Owner may: 18.12.2.1 instruct the Contractor to perform such remedial or rectification works or services as may be necessary for the Contractor to achieve Minimum Performance. In such circumstances, any remedial or rectification works or services shall be performed by the Contractor at its own cost and, without prejudice to the Owner’s right to claim liquidated damages pursuant to Articles 4.3 and/or any of 4.5-4.13 that may be payable by the Contractor subject to the overall limitation of liability, the Contractor’s overall limitation of liability set out under Article 25.5 shall be reduced by such amount of costs incurred in the performance of any such remedial or rectification works or services (on a documented cost-only basis without any profit element or mark-up); or 18.12.2.2 give the Contractor a written notice stating that it is of the view that no further commercially reasonable efforts will improve the performance of the Works. On receipt of such Owner’s written notice, the Contractor shall be deemed to be in default of its obligations under this Agreement and such default shall be deemed a Contractor Default and the Owner shall be entitled to terminate this Agreement pursuant to Article 22.8, and upon such termination may

122 ©Copyright Golar LNG. All rights reserved. carry out any remedial or rectification works or services itself or by others (the costs and expenses of which shall be used to calculate the ‘Owner Termination Costs’ for the purposes of Article 22.10.1 in such event) in order to achieve Minimum Performance. In such circumstances the cost and expense of any remedial or rectification works or services shall be borne by the Contractor and Article 22.8 - 22.11 shall apply, save that any provisions addressing the costs of removal of the Vessel from the Conversion Yard shall be disregarded in the event that Vessel has left the Conversion Yard. In the event of a termination pursuant to this Article 18.12.2.2, the Owner shall also be entitled to recover liquidated damages from the Contractor pursuant to Articles 4.3 and 4.5-4.13 subject to the caps on the Contractor’s liability under Article 25.5.The actual documented cost and expense as aforesaid properly incurred by the Owner in achieving Minimum Performance and Guaranteed Performance, as applicable, shall be paid by the Contractor forthwith following receipt by the Contractor of a written demand (accompanied by relevant supporting documentation) from Owner or, at the Owner`s election, may be deducted from any amounts due to the Contractor from the Owner (after providing the relevant supporting documentation), subject to the caps on Contractor’s liability under Article 25.5. 18.12.3 If a notice is given by Owner stating the Works have achieved Minimum Performance but failed to achieve Guaranteed Performance following a Performance Test (or any repetition thereof in the event of prior failure), the Contractor shall, within five (5) Days after the date of issue of the notice under Article18.10, provide the Owner with a schedule detailing the work to be performed to effect rectification as soon as practicable. Within three (3) Days of receipt of such schedule, the Owner, acting reasonably, shall approve the schedule or advise the Contractor of any reasonable amendments required (giving reasons for such amendments). The Contractor shall continue to resubmit amendments to the schedule until approved by Owner. If Owner fails to advise under this sub-article 18.12.3 within three (3) Days then the schedule provided shall be deemed to be approved with no amendments. The Contractor shall (subject to having unimpeded access to the Works) make all appropriate adjustments and modifications in accordance with the schedule approved by the Owner. The Owner shall provide, on a timely basis in support of the Contractor's plan for rectification, all labour, tools, spare parts and all other resources for making such adjustments and modifications as required and notified in reasonable time by the

123 ©Copyright Golar LNG. All rights reserved. Contractor at Contractor's expense all in accordance with the Owner's rate sheet provided under Article 18. The Contractor shall give Owner one Day's prior notice that the Works are ready for the re-performance of the Performance Tests or the relevant part thereof. 18.12.4 If by the Guaranteed Performance Date, the Contractor has failed to achieve Guaranteed Performance, the Owner may: 18.12.4.1 instruct the Contractor to perform such remedial or rectification works or services as may be necessary for the Contractor to achieve Guaranteed Performance. In such circumstances, any remedial or rectification works or services shall be performed by the Contractor at its own cost and, without prejudice to the Owner’s right to claim liquidated damages pursuant to Articles 4.3 and/or any of 4.5-4.13 that may be payable by the Contractor subject to the overall limitation of liability, the Contractor’s overall limitation of liability set out under Article 25.5 shall be reduced by such amount of costs incurred in the performance of any such remedial or rectification works or services (on a documented cost-only basis without any profit element or mark-up); or 18.12.4.2 give the Contractor a written notice stating that it is of the view that no further commercially reasonable efforts will improve the performance of the Works. On receipt of such Owner’s written notice, the Contractor shall be deemed to be in default of its obligations under this Agreement and such default shall be deemed a Contractor Default and the Owner shall be entitled to terminate this Agreement pursuant to Article 22.8, and upon such termination may carry out any remedial or rectification works or services itself or by others (the costs and expenses of which shall be used to calculate the ‘Owner Termination Costs’ for the purposes of Article 22.10.1 in such event),, in order to achieve Guaranteed Performance. In such circumstances the cost and expense of any remedial or rectification works or services shall be borne by the Contractor and the provisions of Articles 22.8 – 22.11 shall apply, save that any provisions addressing the costs of removal of the Vessel from the Conversion Yard, shall be disregarded in the event that the Vessel has left the Conversion Yard. In the event of a termination pursuant to this Article 18.12.4.2 the Owner shall also be entitled to recover liquidated damages from the Contractor pursuant to Articles 4.3 and 4.5-4.13 subject to the caps on the Contractor's liability under Article 25.5. The actual

124 ©Copyright Golar LNG. All rights reserved. documented cost and expense as aforesaid properly incurred by the Owner in achieving Guaranteed Performance, shall be paid by the Contractor forthwith following receipt by the Contractor of a written demand (accompanied by relevant supporting documentation) from Owner or, at the Owner`s election, may be deducted from any amounts due to the Contractor from the Owner (after providing the relevant supporting documentation), subject to the caps on Contractor’s liability under Article 25.5. 18.13 Not used 18.14 If after the Actual Ready for Sailaway Date, the Contractor becomes aware of a delay to the project which impacts the achievement of Minimum Performance by the Guaranteed Minimum Performance Date and/or the Minimum Performance Longstop date not solely attributable to the Contractor, the Contractor shall provide written notice to the Owner of the same and shall update the Owner on such delay on a daily basis. To the extent that the achievement of Minimum Performance by the Guaranteed Minimum Performance Date and/or the Minimum Performance Longstop Date is delayed for reasons other than those solely attributable to the Contractor (for the avoidance of doubt, delays by Subcontractors shall be delays attributable to the Contractor), the Contractor shall be entitled to issue a Contractor VOR for the documented impacts arising from such delay and claim a Variation in accordance with and subject to the terms of Article 10. 18.15 For the purposes of the Contractor carrying out the Project Site Works, and any work to be done by the Contractor in order to achieve Minimum Performance, Guaranteed Performance and/or Contractor Final Acceptance (including during the Post-Commissioning Performance Test Period), the Owner shall arrange for the Owner’s Spares to be readily available. Any Owner’s Spares used by the Contractor shall promptly (by a reasonable standard) and at the Contractor’s own cost and expense be replaced by it and delivered to such location as the Owner may direct in writing. To the extent the Owner’s Spares are not available for any of the activities listed in the first sentence of this Article 18.15, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 to the extent its costs or Project Schedule are adversely impacted. 18.16 If Minimum Performance is achieved but Guaranteed Performance has not been achieved and the Owner has not confirmed that the Commercial Operations Date has occurred in accordance with Article 18.19 and the Contractor is not given access to the Work pursuant to Article Error! Reference source not found..3 for at least six periods each of access sufficient for the performance of rectification activities by the Contractor within a period of one hundred and eighty (180) Days from the date when Minimum Performance is achieved as

125 ©Copyright Golar LNG. All rights reserved. provided for in the plan and schedule referred to in Article 18.12.3 above, then, the Contractor shall be deemed to have achieved Guaranteed Performance on the date which is one hundred and eighty (180) Days from the date when Minimum Performance is achieved. 18.17 To the extent the completion of the Performance Tests is delayed for reasons not attributable to the Contractor, (for the avoidance of doubt, delays by Subcontractors shall be delays attributable to the Contractor) the Contractor shall be entitled to relief from its obligation to achieve the Performance Standards to the extent that such failure to achieve the Performance Standards was caused by a defect in the Works in respect of which the Guarantee Period has expired because of delay for which the Contractor is not responsible, and also provided that the Owner did not serve a timely warranty notice pursuant to Article 21.7. 18.18 In the event that the FLNG cargo tanks are not cooled down using LNG from an LNG carrier, the Owner shall ensure (with the assistance of the Contractor) the cooling down of the LNG cargo tanks by use of LNG produced from the liquefaction trains within ten (10) Days. Such cool down period shall commence at the point when LNG is introduced through the LNG spray valves of the first cargo tank and shall be deemed complete when the cargo tank temperatures are such that the cargo tanks are ready to load LNG. In the event that the LNG cargo tanks are not cooled down within such ten (10) day period, then the Contractor shall be entitled to an adjustment to the Project Schedule on a day to day basis from the expiry of the ten (10) day period until such date as the cooldown of cargo tanks is complete. 18.19 If Minimum Performance has been achieved, and the Owner has confirmed that Commercial Operations Date has occurred, then the provisions of this Article 18.19 and Article 18.20 shall apply to the exclusion of Article 18.16. In such circumstances, the Post-Commissioning Performance Tests shall be performed during the Post-Commissioning Performance Test Period. The Owner shall perform each of the Post-Commissioning Performance Tests: 18.19.1 up to three times (or more if the Owner and the Contractor agree acting reasonably) during the Post-Commissioning Performance Test Period to the extent the Contractor requires; 18.19.2 at such times and during such windows as the Owner decides (acting reasonably) balancing the competing requirements of minimising any disruption to the operations on the Vessel (each Party recognising that commercial operations will need to continue during the Post- Commissioning Performance Test Period) and the Contractor’s legitimate interest in having a reasonable period to have the Post- Commissioning Performance Tests undertaken in accordance with Article 18.19 and any recommendations to optimise the performance of the Equipment performed within Post-Commissioning

126 ©Copyright Golar LNG. All rights reserved. Performance Test Period provided that the Owner shall provide no less than five (5) Days’ notice to the Contractor prior to performance of any Post-Commissioning Performance Tests; 18.19.3 subject to Article 18.19.2, in accordance with the Performance Tests Procedures, the Performance Test Protocol and any reasonable instructions and recommendations provided in a timely manner by the Contractor; 18.19.4 subject always to providing to the Contractor free and unrestricted access to performance data and maintenance activity logs of the B&V Equipment through remote access or as otherwise agreed by the Contractor and the Owner (both acting reasonably); and 18.19.5 making reasonable adjustment to the Post-Commissioning Performance Tests for any part of the Equipment that the Owner has not installed or utilised in the carrying out of the Post-Commissioning Performance Tests. 18.20 Owner shall pay to the Contractor on a cost reimbursable basis the reasonable and documented costs incurred for the Contractor’s staff attending the Post- Commissioning Performance Test Period where the Contractor has requested remedial or rectification works in accordance with Article 18.12.3 and/or a repeated Post-Commissioning Performance Test (but subject to Article 18.19.2) and such rectification works are not allowed to be performed and/or Post- Commissioning Performance Test are not carried out within five (5) Days of such request, save where not conducted due to a failure by the Contractor (for the avoidance of doubt, failure by Subcontractors (including B&V) shall be ‘failure by the Contractor). 18.21 On any failure of any Post-Commissioning Performance Test then, to the extent allowed by the Owner, the provisions of Article 18.12.3 shall apply. On expiry of the Post-Commissioning Performance Test Period, if: 18.21.1 the Owner does not allow at least three Post-Commissioning Performance Tests to have taken place in accordance with Article 18.19; 18.21.2 the Owner has not followed the reasonable instructions and/or recommendations of the Contractor; 18.21.3 the Owner has not allowed the Contractor to undertake reasonable remedial or rectification works in accordance any schedule agreed pursuant to Article 18.12.3; then the Post-Commissioning Performance Test shall be passed on the basis that the Guaranteed Performance shall be deemed to have been achieved unless in relation to Articles 18.21.2 and 18.21.3 such instructions,

127 ©Copyright Golar LNG. All rights reserved. recommendations, remedial and/or rectification works would have achieved a lower performance level than Guaranteed Performance, and in such circumstances, the lower performance levels shall be deemed to have been achieved – and any liquidated damages payable shall be assessed on the basis of the lower performance level. 18.22 If the Contractor is, at any time following commencement of the Post- Commissioning Performance Tests, of the view that no further commercially reasonable efforts will improve the performance of the Works (including during the Post-Commissioning Performance Test Period), the Contractor shall give the Owner notice of such held view (provided always that such notice shall not constitute an abandonment of this Agreement by the Contractor). Notwithstanding anything in this Agreement to the contrary, the actual costs of the Contractor’s rectification efforts to achieve Guaranteed Performance shall count towards the Contractor’s overall limit of liability herein.

128 ©Copyright Golar LNG. All rights reserved. ARTICLE 19 CONTRACTOR FINAL ACCEPTANCE 19.1 The Contractor shall achieve Contractor Final Acceptance on or before the Guaranteed Performance Date. 19.2 “Contractor Final Acceptance” will be achieved upon: 19.2.1 completion in full of the Works by the Contractor to the Owner’s satisfaction (‘Works’ for the purposes of this Article 19.2.1 shall not include Contractor Works related to rectifying Warranty Defects); 19.2.2 completion of Performance Tests, or such tests being deemed completed in accordance with Article 18, and issuance (or deemed issuance in accordance with Article 18) of the Minimum Performance Certificate and the Guaranteed Performance Certificate save that, at any time after the date falling one hundred and eighty (180) Days after achieving Minimum Performance the Contractor shall have the right to pay Performance Liquidated Damages based on the results of the last Performance Test, and as at the date of the Owner’s receipt of such payment, the Performance Tests will thereby be deemed complete for the purposes of this Article. Where the Performance Liquidated Damages based on the results of the last Performance Test having achieved Minimum Performance but result in no payment of Performance Liquidated Damages, the Contractor shall be deemed to have achieved Guaranteed Performance; 19.2.3 the Owner’s receipt of the Warranty Bond (which shall be issued by a first-class international bank), duly executed by the Warranty Guarantor; and 19.2.4 completion of any Punch List items. 19.3 Once the Contractor considers that the matters set out in Article 19.2 have been satisfied, the Contractor shall provide a notice to the Owner in the form set out in Exhibit L confirming that the Contractor considers Contractor Final Acceptance to have been achieved. The Owner shall, within seven (7) Days after receipt of such notice, either sign the Contractor Final Acceptance Certificate in the form set out in Exhibit L, or otherwise provide the Contractor with a notice that specifies those items that the Owner considers to be outstanding. Such notice shall be cross-referenced to relevant requirements under or pursuant to this Agreement that the Owner considers have not been satisfied. Duly authorised representatives of the Owner and the Contractor (if required by the Owner) shall meet promptly (and in any event within five (5) Days after the date of the Owner’s notice, or such longer period as may be agreed by the Parties acting reasonably) to discuss the outstanding items.

129 ©Copyright Golar LNG. All rights reserved. 19.4 The Contractor shall remedy all outstanding items notified by the Owner to the Contractor and shall perform (or re-perform) any appropriate tests to demonstrate that Contractor Final Acceptance has been achieved. The Contractor shall give the Owner notice in writing when it considers that Contractor Final Acceptance has been achieved, whereupon the Parties shall again follow the procedure in Article 19.3, and, if necessary, shall repeat the process until all the requirements for Contractor Final Acceptance have been achieved, when the Owner shall notify its agreement by signing the Contractor Final Acceptance form as set out in Exhibit L. 19.5 The date of Contractor Final Acceptance shall occur on the date when the Owner signs the Contractor Final Acceptance Certificate. If the Owner fails without justification to sign the Contractor Final Acceptance Certificate in accordance with this Article, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. 19.6 In the event that First Gas has not been achieved by the Owner within [*****] of Ready for Sailaway other than due to the sole fault of the Contractor and/or any FM Event or series of FM Events, then Contractor Final Acceptance shall be deemed to be achieved, and the Contractor shall submit to the Owner the Contractor Final Acceptance Certificate, and within ten (10) Days of receipt, the Owner shall sign and return to the Contractor the Contractor Final Acceptance Certificate confirming the deemed achievement of Contractor Final Acceptance.

130 ©Copyright Golar LNG. All rights reserved. ARTICLE 20 FORCE MAJEURE FM Events 20.1 A “FM Event” means: 20.1.1 act of God, flood, earthquake, lightning or other natural physical disaster, hurricanes or cyclones which is at the relevant time Category 1 on the Saffir-Simpson scale, fire, explosion or navigational or maritime perils; 20.1.2 act of war (declared or not declared), invasion, armed conflict, act of foreign enemies, hostilities, civil war, insurrection of military or usurped power (whether war be declared or not), confiscation or expropriation on orders of any Governmental Authority; 20.1.3 embargo, revolution, riot, insurrection, civil commotion, sabotage, act of terrorism, rebellion or civil unrest (but not including any strike or slow down or obstructive or disruptive conduct or other labour disturbances restricted to any entity or entities within that Party’s Group); 20.1.4 ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; 20.1.5 any lapse of authorisation issued by Governmental Authority; 20.1.6 a change of Applicable Law of any of the Countries that is enacted after the Effective Date, other than any change of Applicable Law that should have been in the reasonable contemplation of the Parties at the time of entering into this Agreement; 20.1.7 epidemic, pandemic, plague, biological contamination or other unknown pathogen, but excluding in each case Coronavirus save to the extent that Coronavirus directly causes and unpreventable delay, disruption or suspension of the performance of the Works as a result of compulsory governmental quarantines, work at home orders or closures; 20.1.8 any other circumstances beyond the control of the Party claiming that there has been an FM Event, which prevent or hinder performance of that Party’s obligations under this Agreement; 20.1.9 under exclusion of Sanctions, sanctions or suspension (imposed by Governmental Authorities) of activities, and changes in Applicable

131 ©Copyright Golar LNG. All rights reserved. Laws that prevent or impede the performance of certain subcontracted obligations by BVI, BVCOR or CCEDC under the relevant subcontract, and where a BVI, BVCOR or CCEDC subcontractor under its applicable purchase order has the right to claim an FM Event under the abovementioned circumstances. For the avoidance of doubt, Contractor shall not have the right to claim an FM Event solely based on this Article 20.1.9 unless the BVI, BVCOR or CCEDC subcontractor has claimed and been granted such right under the relevant purchase order; 20.1.10 war between any NATO member state, Russia and China after the Effective Date (whether or not foreseeable) and such FM Event start date shall be the first (1st) Day of such event or circumstance (the “FM Event Start Date”), but only if and to the extent that each such circumstance, despite the exercise of due diligence and the adoption of precautions in accordance with Reasonable and Prudent Practice (for the avoidance of doubt, in respect of any precaution to be adopted by the affected Party hereunder, this shall not in any way include the Owner assuming any obligation of the Contractor under this Agreement), cannot be prevented or overcome by the affected Party. 20.2 Notwithstanding Article 20.1 above, an FM Event shall not include any of the following: 20.2.1 breakdown or other failure of a Party’s Group’s equipment or tools unless that failure was itself due to an FM Event; 20.2.2 breakdown or other failure of any transportation used by any entity or entities within a Party’s Group unless that failure was itself due to an FM Event; 20.2.3 other commitments of a Party limiting its ability to perform its obligations under this Agreement; 20.2.4 any failure by a subcontractor or supplier of any tier of a Party and, in the case of the Owner the Lessee under the Lease and Operate Agreement, to perform its obligations, unless that failure was itself due to an FM Event (and, for the avoidance of doubt a claim for force majeure under a Subcontract shall not be deemed to be an FM Event under this Agreement if it does not meet the criteria for an FM Event); 20.2.5 rough sea or adverse weather conditions that are normal occurrences in the region and could reasonably have been expected (and, in respect of an assertion of the existence of an FM Event by the Contractor, rough sea or adverse weather conditions that were specified in the Basis of Design);

132 ©Copyright Golar LNG. All rights reserved. 20.2.6 lack of finances, lack of funds or access to funds, or inability to borrow funds of a Party; 20.2.7 lack of valid certificates, visas, permits, licences or any other documents of a Party resulting from a failure by the affected Party to comply with the requirements of this Agreement; 20.2.8 shortage of labour or equipment, unless caused by events or circumstances that are themselves an FM Event; and 20.2.9 failure of the LNG facilities to deliver Feed Gas for any reason other than an FM Event; 20.2.10 any events or circumstances to the extent they were caused or contributed to by error, neglect, act or omission of the Party claiming the FM Event or its employees, suppliers, agents or subcontractors. 20.3 If the Contractor suffers delay to the performance of its obligations by reason of an FM Event, the Contractor shall be entitled to claim Permissible Delay for the actual delay caused to the critical path for the Contractual Ready for Sailaway Date and/or the Guaranteed Minimum Performance Date and/or the Guaranteed Performance Date as a result of the FM Event provided always that: 20.3.1 the delay in respect of which the Contractor is claiming relief was beyond its reasonable control or that of its employees or Subcontractors; and 20.3.2 the Contractor has taken all reasonable steps to mitigate the effect of the FM Event upon the Works. 20.4 If the Owner is unable to perform, or is delayed in performing, any of its obligations under this Agreement by reason of an FM Event: 20.4.1 the Owner shall be excused from its obligations under this Agreement to the extent that the FM Event affects the performance of such obligations and shall not be in breach of this Agreement in respect of such failure; and 20.4.2 the Contractor shall be entitled to claim Permissible Delay for the actual delay caused to the critical path for the Contractual Ready for Sailaway Date and/or the Guaranteed Minimum Performance Date and/or the Guaranteed Performance Date provided always that the Contractor has taken all reasonable steps to mitigate the effect of the FM Event upon the Works.

133 ©Copyright Golar LNG. All rights reserved. Notice of FM Event 20.5 As soon as reasonably practicable, and in any event within ten (10) Days after the reasonably becoming aware of, (i) any delay for which the Contractor claims Permissible Delay by reason of an FM Event, or (ii) any period during which the Owner claims to be excused from its obligations by reason of an FM Event, the affected Party claiming that there has been an FM Event shall notify the other Party in writing of the date such cause of delay occurred, an estimate of the expected duration of the FM Event, the obligations of the Party under this Agreement which are impacted by the FM Event, and specifying as far as possible the nature and cause of the event or circumstance, the effect on the item involved, the likely effect on the Project Schedule and the steps that the affected Party is taking or intends to take to prevent, mitigate, rectify or overcome the effects of the FM Event. 20.6 Within seven (7) Days after the end of the FM Event, the affected Party claiming that there has been an FM Event shall notify the other Party in writing of the date such event or circumstance ended. The Party claiming Force Majeure shall then notify the other Party of the adjustment required to the Project Schedule as soon as practicable. 20.7 If the affected Party does not provide notice under Article 20.5within such ten (10) day period under Article 20.5then it shall be entitled to the reliefs pursuant to this Article 20in respect of the FM Event from the time it actually gives such notice. 20.8 During the continuation of the FM Event, the affected Party shall provide regular written reports no less frequently than every ten (10) Days (except where otherwise agreed) updating the information required by Article 20.5 and providing any other information that the other Party may reasonably request. 20.9 Throughout the period during which a Party is prevented from performing its obligations under this Agreement: 20.9.1 the affected Party shall allow the other Party (at such other Party’s risk and cost) to have access to such information, facilities, sites and personnel in the possession, control or employment of the affected Party as the other Party may reasonably request in connection with such FM Event; 20.9.2 the Parties shall discuss any reasonable courses of action which may be taken to mitigate the economic effect of an FM Event on the Parties. Consequences of FM 20.10 If the Contractor is unable to undertake the B&V Topsides Works because of an FM Event then, subject to Article 20.13and 20.14below:

134 ©Copyright Golar LNG. All rights reserved. 20.10.1 The Contractor shall be entitled to invoice the Owner on a pass- through basis where it has received a valid claim for cost relief from B&V under the B&V EP Subcontract. Before the Contractor may invoice the Owner, the Contractor shall procure that B&V demonstrates that the aggregate direct costs incurred by B&V as a result of the FM Event (or all FM Events in aggregate) exceeds [*****]. 20.10.2 Where the Contractor receives valid and payable claims for cost relief under Article 20.10.1, then the Contractor shall be entitled to invoice monthly for such direct costs in excess of [*****] until the earliest of a) this Agreement is terminated by a Party under Article 20.11, b) the Party affected recommences performance in accordance with Article 20.14.2 below. Owner shall pay all undisputed amounts of such invoices within forty-five (45) Days of receipt. 20.10.3 For the avoidance of doubt, the Contractor shall not be entitled to terminate this Agreement at any time following an FM Event for the impacts of the FM Event provided that the Owner shall make payments required pursuant to Article 20.10.1 and 20.10.2 above. Termination for excessive Force Majeure 20.11 If an FM Event or a series of FM Events (whether connected or not) affecting the Owner and/or the Contractor: 20.11.1 result in Permissible Delay of [*****] or more and such Permissible Delay is continuous and without interruption; or 20.11.2 causes total Permissible Delay by reason of FM Events of [*****] or more, then the Owner may terminate this Agreement by providing not less than [*****] notice in writing to the Contractor and the provisions of Article 20.12shall apply. 20.12 Upon a termination of this Agreement by the Owner pursuant to Article 20.11: 20.12.1 the Owner shall pay the Contractor (i) an amount equal to the total costs set out in Articles 22.10.4.1- 22.10.4.4plus (ii) an amount equal to [*****] at the time of termination. plus.; 20.12.2 the provisions of Articles 22.8.1-22.8.10shall apply notwithstanding that termination pursuant to Article 20.11 is not for Contractor Default;

135 ©Copyright Golar LNG. All rights reserved. 20.12.3 the Contractor shall not be entitled to any further payment from the Owner, including without limitation in respect of further Instalments or in respect of any other costs and expenses of the Contractor arising out of or relating to this Agreement, the FM Event or Events or the termination of this Agreement by the Owner; and 20.12.4 the Parties shall have no further liability to each other, other than with respect to the Surviving Obligations and any rights and obligations that have accrued prior to termination (including in relation to Non- Conformities) Obligations following an FM Event 20.13 To the extent either Party is entitled to relief from its obligations under this Agreement as a result of an FM Event, the affected Party shall, as soon as reasonably practicable, implement measures in accordance with Reasonable and Prudent Practice (for the avoidance of doubt, in respect of any precaution to be adopted by the affected Party hereunder, this shall not in any way include the Owner assuming any obligation of the Contractor under this Agreement) to attempt to bring the FM Event to an end and to overcome or (if not possible) minimise the effects which prevent, impede or delay such affected Party’s ability to resume performance under this Agreement. An affected Party shall not be entitled to relief, and an FM Event shall cease to be treated as an FM Event, to the extent that the affected Party claiming the FM Event relief fails to comply with this Article 20.13, unless such failure is itself caused by the FM Event. 20.14 As soon as an affected Party ceases to be so affected by an FM Event and is no longer prevented from performing its obligations under this Agreement, such affected Party shall: 20.14.1 notify the other Party accordingly, in writing; and 20.14.2 recommence performance of such obligations as soon as reasonably practicable.

136 ©Copyright Golar LNG. All rights reserved. ARTICLE 21 WARRANTY OF QUALITY Guarantee 21.1 The “Guarantee Period” for the Vessel and the Works (excluding (i) B&V Novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts and (ii) all existing machinery, LNG cargo tanks and equipment of the Donor Vessel which are to be remained on the Vessel save for those parts which were being replaced or modified by the Contractor, for which the Contractor shall provide the reasonable warranty period from the respective vendor), shall commence on Contractor Final Acceptance and shall expire on the earlier of: 21.1.1 the date falling [*****] after the Actual Ready for Sailaway Date; and 21.1.2 the date falling [*****] after either (i) the original planned date of First Gas as set forth in Exhibit C; or (ii) from the date of First Gas, whichever of (i) or (ii) occurs later. The warranty period in respect of the B&V Novated Equipment Subcontract and Novated Subcontracts are in accordance with Article 21.4. 21.2 The Contractor guarantees that the Vessel and the Works will be free from all Warranty Defects until expiry of the Guarantee Period (in the case of B&V Novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts the Guarantee Period expiry shall be as per Article 21.4). Up until expiry of the relevant Guarantee Period, the Contractor undertakes to remedy, free of charge to the Owner, any Warranty Defect in the Vessel or the Works (or any element of part thereof). 21.3 The Contractor further guarantees any repairs or replacements to the Vessel or the Works (or any element or part thereof but not including B&V Novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts) made pursuant this Article 21 for a further period of [*****] from the date of completion of such repair or replacement, provided always that in no event shall such warranty period for warranty work re-performed exceed a total of [*****] after the Actual Ready for Sailaway Date. 21.4 The Contractor warrants that the B&V Novated Equipment and the Works undertaken under B&V Novated Equipment Subcontracts shall be free from any defects in design, material and/or workmanship for a period commencing from Contractor Final Acceptance and expiring as identified in respect of the relevant identified B&V Novated Equipment and Novated Subcontracts as set out in Exhibit M and Exhibit Q-8 (“the Novated Subcontract Warranty Period”). Provided always that the Novated Subcontract Warranty Period provided for in this Article 21.4 may be extended in accordance with Article 21.5.

137 ©Copyright Golar LNG. All rights reserved. 21.5 In the event that any repair or replacements or remedial work are provided by the Contractor during the Novated Subcontract Warranty Period in respect of such work, the warranty period shall extend until the date set out against such B&V Novated Equipment and Contractor’s Novated Subcontracts set out in Exhibit Q-8, Exhibit Q-11 and Exhibit M. Notification of Warranty Defects and Procedure for Remedy and Repair 21.6 With regard to this Article 21, the terms “defect” and “defective” and the like shall not include defects arising from (i) the Owner Group’s misuse or negligence, (ii) the Owner Group’s failure to properly operate and maintain the Works, (iii) the Owner’s Group unauthorised modification or repair of the Works, or (iv) normal wear and tear. 21.7 The Owner shall notify the Contractor of any Warranty Defect for which a claim is made under this Article 21 without undue delay after discovery by the Owner thereof. Such notice shall describe in reasonable detail the nature and extent of the Warranty Defect, the date of discovery and the place (which place may, at the Owner’s discretion, be the Project Site), at which the Vessel can be made available for earliest inspection for and on behalf of the Contractor. Subject to any provision to the contrary in this Article 21, the Contractor shall have no obligation for any Warranty Defect (or damage arising therefrom) unless the Warranty Defect is discovered prior to the expiry of the Guarantee Period or, in the case of B&V novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts, the Novated Subcontractor Warranty Period (as the case may be) and notified to the Contractor within ten (10) Business Days after the expiry of the Guarantee Period or, in the case of B&V novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts, the Novated Subcontractor Warranty Period (as the case may be). 21.8 The Contractor shall promptly undertake an inspection of the Vessel. The Contractor shall promptly remedy, at its expense, any Warranty Defects against which the Vessel and/or the Works is guaranteed under this Article (and repair any damage to the Vessel resulting therefrom) by making all necessary repairs and/or replacements on board the Vessel or, if that is not practicable, and subject to Article 21.9, at the Conversion Yard. For the purposes of this Article, the Contractor’s responsibility shall include all costs of labour, the cost of making any repairs or replacements as the case may be, dry docking (if applicable), the costs of all materials, equipment and supplies necessary, including the costs of shipping and transporting the same to the Vessel if applicable, and the costs of any necessary testing or re-testing. Facilities on the Vessel shall be made available to the Contractor free of cost with prior arrangement with the Owner. 21.9 If the repairs or replacements cannot be undertaken on board the Vessel and the Owner deems it impractical to return the Vessel to the Conversion Yard, the Owner may cause the necessary repairs or replacements to be made at any other shipyard or place than the Conversion Yard which the Owner deems

138 ©Copyright Golar LNG. All rights reserved. suitable for the purpose. In such event, the Owner shall first, but in all events as soon as possible, give the Contractor notice in writing of the time and place such repairs will be made. The Contractor shall in such circumstances reimburse to the Owner the cost of such Third Party repairs and/or replacements provided that the Contractor shall not pay such Third Party repair and/or replacement costs to the extent they exceed what the Conversion Yard (acting reasonably) would have charged a Third Party client to carry out the repairs or replacement at the Conversion Yard. 21.10 In any case, the Vessel shall be taken at the Owner risk, responsibility and cost to the place of repair or replacement, ready in all respects for such repairs and replacements. In the event however that the Vessel is dry-docked or otherwise taken out of service for the sole purpose of rectifying a Warranty Defect (or repairing damage arising therefrom) under this Article, the Contractor shall bear all costs of (i) the voyage to the dry-dock yard or other repair facilities, (ii) towage, dockage, wharfage, port charges, inspection and underwater survey costs, and (iii) dry-docking the Vessel. 21.11 With regard to B&V Topsides Works and B&V Equipment, the Contractor may request the Owner’s assistance to provide labour for performance of such making good at the Contractor’s cost. In the event the Contractor fails or is unable, except for reasons beyond its reasonable control, to rectify or remedy any Warranty Defect, damage, error, inadequacy, imperfection, omission, non- performance, deficiency or fault to the reasonable satisfaction of the Owner within thirty (30) Days of written notice thereof, provided that the Contractor has received the Owner’s timely support in the exercise of such warranty work, the Owner shall be entitled to rectify or engage a third party for the same. The costs and expenses incurred by the Owner for such repair, rectification, replacement and/or remedial work shall be for the account of the Contractor. 21.12 For the avoidance of doubt, the Contractor’s warranty shall not extend to any work done by others not engaged by Contractor. 21.13 Except as provided in this Article 21, and otherwise provided for in this Agreement, there are, from Contractor Final Acceptance, no warranties or guarantees, express or implied, relating to the Works, and Contractor disclaims any implied warranties or warranties imposed by law (including warranties of merchantability or fitness for a particular purpose and other than warranties of title). Assignment of Guarantees and Warranties 21.14 The Contractor agrees upon the expiry of the applicable Guarantee Period for any part of the Vessel, or in the case of B&V novated Equipment and Works undertaken under B&V Novated Equipment Subcontracts, the Novated Subcontractor Warranty Period, to assign (to the extent which it may validly do so) to the Owner, or as the Owner may direct, all the rights, titles and interests

139 ©Copyright Golar LNG. All rights reserved. of the Contractor in and to all guarantees and warranties given by any Subcontractor supplying any Materials and Equipment. 21.15 The Contractor shall use all reasonable endeavours to ensure all manufacturers’ or other warranties shall be capable of assignment to the Owner and shall be assigned to the Owner on the earlier of: 21.15.1 the termination of this Agreement; or 21.15.2 the expiry of the Guarantee Period. 21.16 The provision of any warranties by a manufacturer in accordance with this Article shall not limit or otherwise affect the warranties given by the Contractor under this Agreement. Exclusive Remedy 21.17 From Contractor Final Acceptance, the provisions of this Article 21 and the benefits provided to the Owner hereunder shall be the sole and exclusive remedy of the Owner Group for all Warranty Defects found on the Vessel after Contractor Final Acceptance. For the avoidance of doubt, nothing in this Article limits or in any way affects the Contractor’s liabilities and obligations in relation to Non-Conformities or the Performance Tests. 21.18 In furtherance of the foregoing and except as otherwise provided for in this Agreement or in the Owner Direct Agreement, after Final Acceptance each Party hereby waives, to the fullest extent permitted under Applicable Law, any and all rights, claims and causes of action (statutory, implied or otherwise) it may have against the Party with respect to Warranty Defects discovered after the expiry of the Guarantee Period and the Novated Subcontract Warranty Period.

140 ©Copyright Golar LNG. All rights reserved. ARTICLE 22 SUSPENSION, DEFAULT AND TERMINATION Suspension by the Owner 22.1 The Owner shall have the right to suspend the Works or any part thereof (the “Suspended Works”), for any safety reason or for its own convenience from the date, for the period and to the extent detailed in a written notice. 22.2 Upon receipt of any such notice, the Contractor shall, unless instructed in writing by the Owner otherwise: 22.2.1 discontinue the Suspended Works detailed in the notice, on the date, for the period and to the extent specified; 22.2.2 properly protect and secure the Vessel and the Works, including any action reasonably required by the Owner, and including taking necessary measures for the preservation of the Vessel and the Works already executed (if any); 22.2.3 take all reasonable measures to minimise the resulting costs, expenses and losses, including placing no further orders and making no further subcontracts with its suppliers with respect to the Suspended Works other than as specified in the Owner’s notice; 22.2.4 promptly take all reasonable measures to obtain suspension of all outstanding orders and subcontracts to the extent they relate to the execution of the portion of the Suspended Works; and 22.2.5 continue to perform all unsuspended parts of the Works. 22.3 The Owner may, by further notice, instruct the Contractor to resume the Suspended Works to the extent specified. The Contractor shall resume the Suspended Works as soon as practicable. 22.4 During any suspension of the Works or any part thereof, the Owner and the Contractor shall meet at not more than seven (7) Day intervals with a view to agreeing a mutually acceptable course of action during the suspension. 22.5 As a result of any such suspension, the Contract Price and Project Schedule shall be adjusted as relevant in accordance with and subject to the terms of Article 10, except where the suspension for safety reasons is solely caused by the Contractor and/or a member of the Contractor Group and, provided further, that the Contractor’s costs resulting directly from a suspension shall be paid monthly on a time and materials basis in accordance with Exhibit B. Where any period of suspension occurs for a continuous period of 30 Days or more, the Contractor shall be entitled to invoice for payment in accordance with this Agreement for the Works performed up to the date of the suspension,

141 ©Copyright Golar LNG. All rights reserved. notwithstanding that the relevant Milestone in the Milestone Payment Schedule in Exhibit B has not been achieved (less any amounts previously paid for or in relation to the Works). 22.6 If the period of any suspension pursuant to Article 22.1 (except where the suspension for safety reasons is solely caused by the Contractor and/or a member of the Contractor Group or occurs following the Actual Ready for Sailaway Date) exceeds 30 consecutive Days per occurrence or one hundred and twenty (120) Days in aggregate, the Contractor may serve a written notice on Owner requiring permission within twenty one (21) Days from the receipt by the Owner of such notice to proceed with the Works or that part thereof subject to suspension. If within such twenty-one (21) Day period Owner does not grant such permission the Contractor, by a further notice, may at its option treat the suspension as either: 22.6.1 where it affects part only of the Works, a deletion of such part under Article 10; or 22.6.2 where it affects the whole of the Works, termination in accordance with Article 22.12. Termination for Contractor Default 22.7 The Contractor shall be deemed to be in default of the performance of its obligations under this Agreement in the event of the following (each a “Contractor Default”): 22.7.1 if Ready for Sailaway is delayed to the extent that the delay liquidated damages under Article 4.1 have accrued to the maximum amount (or would have accrued but for the operation of any liability cap), unless, by mutual agreement in writing, the Parties have agreed to increase the cap on liquidated damages in Article 4.1; 22.7.2 if Minimum Performance is delayed to the extent that the delay liquidated damages under Article 4.3 have accrued to the maximum amount (or would have accrued but for the operation of any liability cap), unless, by mutual agreement in writing, the Parties have agreed to increase the cap on liquidated damages in Article 4.3; 22.7.3 if Minimum Performance is not achieved on or before the Guaranteed Minimum Performance Longstop Date pursuant to Article 18.12.2.2; 22.7.4 if Guaranteed Performance is not achieved on or before the Guaranteed Performance Date pursuant to Article 18.12.4.2, and the Owner is of the view that no further commercially reasonable efforts will improve the performance of the Works and the Contractor has received a written notice from the Owner stating the same;

142 ©Copyright Golar LNG. All rights reserved. 22.7.5 if the Contractor has substantially ceased to perform the Works without any contractual right to do so under the terms of this Agreement, or has abandoned or repudiated this Agreement and the Contractor has failed to remedy within fourteen (14) Days of notice from the Owner intimating such breach; 22.7.6 if the Contractor is in repudiatory or renunciatory breach of this Agreement at common law and the Contractor has failed to remedy within fourteen (14) Days of notice from the Owner intimating such breach; 22.7.7 Not Used 22.7.8 if an Insolvency Event occurs (or, is reasonably likely to occur) in respect of the Contractor or B&V or the Contractor Parent Company Guarantor; 22.7.9 if (i) the Contractor Parent Company Guarantee is or becomes invalid or unenforceable for any reason whatsoever, or (ii) the Contractor Parent Company Guarantee will expire within fourteen (14) Days and the Contractor has not provided the Owner with an equivalent guarantee in a form reasonably satisfactory to the Owner and from an entity reasonably satisfactory to the Owner; 22.7.10 Not Used 22.7.11 if: (i) the Warranty Bond is or becomes invalid or unenforceable for any reason whatsoever; (ii) the Warranty Bond will expire within fourteen (14) Days and the Contractor has not provided the Owner with an equivalent bond in a form reasonably satisfactory to the Owner from a financial institution of the same or better financial standing as the original bond provider, or (iii) the credit rating of the Warranty Guarantor falls below BBB- as evaluated by Standard & Poor’s, or equivalent and the Contractor fail to provide an replacement Warranty Bond from another Warranty Guarantor which meet the credit rating requirement within thirty (30) Days; 22.7.12 if a Change of Control occurs in respect of the Contractor without the prior written consent of the Owner (for the purposes of this Article 22.7.1222.7.12, the Owner shall be deemed to have consented to any change in the China government shareholding in the Contractor); 22.7.13 if the Contractor fails to effect or maintain any of the insurances required to be effected and maintained by the Contractor under Article 26 (for the avoidance of doubt, this shall include failure to comply with Article 26.11);

143 ©Copyright Golar LNG. All rights reserved. 22.7.14 if the Contractor breaches any of its representations, warranties or obligations under Articles 31 or 32, or 22.7.15 if the Contractor is in Material Breach of this Agreement, and the Contractor fails to remedy such breach within 30 Days of the date of a notice, or other period agreed in writing by both Parties, from the Owner to the Contractor notifying the Contractor of such default (save that no such 30 Day cure period (nor any cure period) shall apply in respect of Material Breach: (i) in circumstances where the Material Breach is not reasonably capable of being cured; or (ii) is any Material Breach that falls under any of sub-Articles 22.7.1-22.7.14, in which case only any cure period expressly provided for under the relevant sub-Article of this Article 22.7 shall apply). 22.8 Upon the occurrence of a Contractor Default, the Owner may at any time terminate this Agreement by giving seven (7) Days notice in writing, whereupon the following provisions shall apply: 22.8.1 The Owner shall be entitled (without prejudice to its right to call upon the Contractor Parent Company Guarantee before such termination) to call upon the Contractor Parent Company Guarantee. 22.8.2 The Contractor shall, if and to the extent requested by the Owner in writing, novate or assign its Subcontracts to the Owner. For such novated or assigned Subcontracts, the Contractor shall as soon as practicable pay the relevant Subcontractor for all work performed by, and all equipment and materials provided by, the Subcontractor up to the date of termination of this Agreement and the Contractor shall take all other necessary steps to ensure that the Subcontractor does not stop work or exercise or assert a Lien on the Vessel or any part of the Works as a result of any claims for non-payment for work performed by the Subcontractor before the date of termination of this Agreement. 22.8.3 In respect of Subcontracts that the Owner does not request to be assigned or novated to the Owner, the Contractor shall terminate the Subcontract and settle any claims of the Subcontractor and take all necessary steps to ensure that the Subcontractor does not exercise or assert a Lien on the Vessel or any part of the Works. 22.8.4 the Contractor undertakes not to take any steps to arrest the Vessel (whether by way of a provisional arrest or post-judgment arrest), or exercise or assert a Lien on the Vessel or any part of the Works, or in any way prevent the Vessel from departing the Conversion Yard or the territorial waters of China or take any other steps or assert any rights or Claims in any jurisdiction against the Vessel or any part of the Works in respect of any Claim arising out of or relating to this

144 ©Copyright Golar LNG. All rights reserved. Agreement. The Contractor shall defend, indemnify and hold harmless the Owner Group for any losses, expenses and damages whatsoever incurred by the Owner or any member of the Owner Group as a result of any breach by the Contractor of this Article 22.8.4. 22.8.5 The Contractor shall provide all reasonable assistance to the Owner to enable the Vessel safely to depart the Conversion Yard. This shall include carrying out any work required to make the Vessel safely afloat and seaworthy and to obtain the applicable Classification Certificate and other certificates for obtaining approval by the Chinese MSA (Maritime Safety Administration) for safe departure from the Conversion Yard and China, and authorisations required for the Vessel to leave the Conversion Yard and loading any part of the Works not installed on the Vessel and otherwise assisting the Owner to load any part of the Works onto transport to enable it to depart the Conversion Yard as soon as practicable. 22.8.6 The Contractor shall provide access to the Conversion Yard to all persons the Owner may reasonably require to facilitate the removal of the Vessel and the Works from the Conversion Yard as soon as practicable. 22.8.7 The Contractor shall fully co-operate with Owner in all other respects to enable the removal of the Vessel and the Works from the Conversion Yard as soon as practicable. 22.8.8 The above assistance shall include the Contractor operating the Contractor equipment, including cranes, to enable the Vessel and the Works to depart the Conversion Yard. 22.8.9 The Contractor shall provide all documentation relating to the Works carried out before termination required by the Owner, the Classification Society, or any other Regulatory Body. 22.8.10 If and to the extent requested by the Owner, the Contractor shall provide and execute all documentation, and take all other actions, necessary to document or perfect the licence granted by the Contractor to the Owner pursuant to Article 11.17. 22.8.11 If an Insolvency Event occurs (or, in the reasonable opinion of the Owner, is reasonably likely to occur) in respect of the Contractor, the Contractor shall, upon the Owner’s request, meet with the Owner to discuss in good faith the development of a remedial action plan in response to such Insolvency Event or likely Insolvency Event, and shall cooperate with the Owner, including by providing information

145 ©Copyright Golar LNG. All rights reserved. reasonably requested by the Owner, in relation to such remedial action plan. The Termination Account 22.9 Upon termination by the Owner pursuant to Article 22.7, the Owner shall not make further payments to the Contractor until completion of the Termination Account as defined in Article 22.10 below. 22.10 If following termination by the Owner for Contractor Default under Article 22.7, the Owner decides to complete the Works, the Owner shall obtain a quotation from another contractor acceptable to the Owner (without prejudice to Articles 18.12.2.2 and 18.12.4.2 where, in such scenario, any quotation obtained from another contractor shall be obtained from a contractor acceptable to the Contractor (the Contractor acting both reasonably and on reasonable B&V advice)) for this purpose (the “Replacement Contractor”) for the cost of completing the Works including rectifying all defects and Non-Conformities and making such modifications as are necessary so that the Vessel achieves the Guaranteed Performance, and purchasing warranty insurance to provide the same level of protection for Warranty Defects as set out in Article 21 and prepare a termination account in accordance with this Article 22.10 (the “Termination Account”) to determine and agree the final payment between the Owner and the Contractor, within two (2) months from the date of termination notice as follows: 22.10.1 The Owner shall calculate its total costs relating to the completion of the Works by others (the “Owner Termination Costs”), which shall include: 22.10.1.1 All costs and expenses incurred by or on behalf of the Owner arising out of or relating to the termination of this Agreement; preparing for removal, and removing, the Vessel and the Works from the Conversion Yard or other site(s) where the Works are located or from the Project Site; and preparing for transportation, and transporting, the Vessel and the Works to a replacement yard; 22.10.1.2 All costs and expenses pursuant to the quotation obtained by the Owner for completion of the Works from the Replacement Contractor. 22.10.2 The Owner shall calculate the amount of the unpaid balance of the Contract Price minus all liquidated damages that accrued under this Agreement prior to the date of termination (such calculated amount, the “Net Unpaid Balance of the Contract Price”).

146 ©Copyright Golar LNG. All rights reserved. 22.10.3 If the Owner Termination Costs exceed the Net Unpaid Balance of the Contract Price, the Contractor shall forthwith pay the amount of such excess to the Owner. 22.10.4 If the Owner Termination Costs are less than the Net Unpaid Balance of the Contract Price, the Owner shall pay to the Contractor for the following up to an amount equal to but not exceeding such shortfall: 22.10.4.1 any costs incurred by the Contractor terminating Subcontracts in accordance with Article 22.8.3, excluding any sums paid by the Contractor to Subcontractors for work performed by the Subcontractors prior to the date of termination; 22.10.4.2 any work or services performed by the Contractor after termination to enable the Vessel and the Works to depart the Conversion Yard on a reasonable cost reimbursable basis; 22.10.4.3 any Milestones achieved by the Contractor but not paid for prior to termination; 22.10.4.4 any work satisfactorily performed by the Contractor prior to termination towards the next Instalment in the Instalment Schedule to be achieved by the Contractor, calculated by assessing the cost to the Contractor of the work carried out by the Contractor at the date of termination of this Agreement as a percentage of the total cost to the Contractor of the work required to achieve the next Instalment, and applying that percentage to the amount of the next Instalment. The Contractor shall not be entitled to payment in respect of or towards any further Instalments. 22.11 If, after termination of this Agreement for Contractor Default, the Owner does not notify the Contractor within twenty (20) Days of such termination of its intention to complete the Works elsewhere pursuant to Article 22.10 above, the Contractor shall be liable to the Owner in damages for the Owner’s costs, losses, expenses and other damages arising out or relating to the Contractor’s breach or breaches of this Agreement and the termination of this Agreement. The Contractor shall be entitled to claim sums referred to in Articles 22.10.4 above, subject to the Owner’s right: 22.11.1 to set off its Claims for damages as set out in this Article against any such further payments to the Contractor (for the avoidance of doubt, to the extent that any such Owner’s Claim would be subject to an express cap on the liability of the Contractor under this Agreement in

147 ©Copyright Golar LNG. All rights reserved. relation to that Claim the Owner may not purport to set off pursuant to this Article an amount that would exceed such cap in respect of such claims); and/or 22.11.2 to run a defence of abatement in respect of any such sums claimed by the Contractor. Notwithstanding any other provision of this Agreement, in the event that this Agreement is terminated for Contractor Default, Contractor’s liability under Article 22.7 to 22.11 shall not in aggregate exceed (i) [*****] or (ii) [*****], whichever is lesser, calculated by aggregating the total costs of the Owner to rectify the default, except that this shall not apply in the event the Contractor Default is due to the Contractor`s wilful negligence. Termination for the Owner Default 22.12 The Owner shall be deemed to be in default of the performance of its obligations under this Agreement in the event of the following (each an “Owner Default”): 22.12.1 The Owner wrongfully and without justification fails to pay the Contractor one or more undisputed Instalments that has become due and payable under this Agreement within thirty (30) Days after the Contractor has served a written default notice on the Owner in respect of such non-payment. As an alternative to termination, in addition to being entitled to receive Default Interest from the date that such payment was due to the Contractor until the date that such payment is made to the Contractor, the Contractor shall be entitled to suspend the performance of the Works after the Owner’s failure to pay any undisputed amount due and payable under the provisions of this Agreement within thirty (30) Days after a written default notice from the Contractor of such failure by Owner to pay on the due date; 22.12.2 if the Owner Parent Company Guarantee is or becomes invalid or unenforceable for any reason whatsoever, and the Owner has not provided the Contractor with an equivalent letter of guarantee in a form reasonably satisfactory to the Contractor within thirty (30) Days; 22.12.3 if an Insolvency Event occurs in respect of the Owner; 22.12.4 if the Owner fails to take delivery of the Vessel within thirty (30) Days from the date of presentation of a valid Ready for Sailaway Certificate; or 22.12.5 if the Owner breaches any of its representations, warranties or obligations under Articles 31 or 32.

148 ©Copyright Golar LNG. All rights reserved. 22.13 Upon the occurrence of an Owner Default, the Contractor may terminate this Agreement by giving seven (7) Days notice in writing, whereupon: 22.13.1 the Owner shall pay the Contractor: 22.13.1.1 an amount in respect of the sums set out in Articles 22.10.4.1 - 22.10.4.4 above; plus 22.13.1.2 the amount of any other losses and damages suffered by the Contractor as a result of this termination (excluding Consequential Loss pursuant to Articles 25.3-25.4 below and any loss of income or profit or other benefits or advantages of any kind whatsoever as a result of the termination under this Agreement); and 22.13.1.3 [*****] of unpaid balance of the Contract Price 22.13.2 Articles 22.8.2 to 22.8.11shall apply in the event of termination pursuant to 22.13 notwithstanding termination pursuant to Article 22.13 is not for Contractor Default.

149 ©Copyright Golar LNG. All rights reserved. Termination for Convenience 22.14 The Owner may in any event terminate this Agreement for any reason or for its own convenience by giving not less than seven (7) Days’ notice in writing to the Contractor prior to the NTP Date and upon thirty (30) Days’ notice in writing to the Contractor on and after the NTP Date, whereupon: 22.14.1 the Contractor shall immediately cease carrying out the Works and placing orders for any equipment or materials for the Works and shall take all reasonable steps to cancel any such orders and take all other reasonable steps to minimise the costs and losses arising out of the termination; 22.14.2 Articles 22.8.2 to 22.8.11 shall apply

150 ©Copyright Golar LNG. All rights reserved. 22.15 If the Owner terminates this Agreement pursuant to Article 22.14, the Owner shall pay to the Contractor an amount equal to the following: 22.15.1 An amount in respect of the sums set out in Articles 22.10.4.1 to 22.10.4.4 above; plus 22.15.2 [*****] 22.16 The payments set out in Article 22.13and Article 22.15 above shall be payable by the Owner to the Contractor within forty-five (45) Days after the Contractor has provided its final account setting out its calculation of the above sums, with reasonable supporting documentation. 22.17 Payment of the sums set out in Article 22.13and Article 22.15 by the Owner to the Contractor shall be in full and final settlement of all actual or potential Claims of the Contractor arising out of or relating to this Agreement and the termination of this Agreement and the Contractor shall not be entitled to any further payment by the Owner for any reason save in each case in respect of any claims under or in connection with Article 25.2, 25.3.3, 26.5, 26.8.2, Article 30, Article 31, Article 32 and Article 35, always excluding any Claims whatsoever for Consequential Loss. 22.18 The Contractor shall deliver to the Owner the Works in its then stage of fabrication, including any uninstalled Materials and Equipment as well as all completed Plans, and all completed other documentation pertaining to the Works and B&V Equipment forthwith upon payment by the Owner of the amounts due pursuant to Articles 22.12 and 22.15 or if any such amount is disputed by the Owner forthwith upon the tender by the Owner of security in such an amount (to the extent that the Contractor’s claim is reasonable) and form reasonably satisfactory to the Contractor (acting reasonably). 22.19 Owner may not terminate all or any portion of the Works pursuant to Article 22.14 and, within six (6) months of such termination, self-perform, or award to others any part of the terminated Works.

151 ©Copyright Golar LNG. All rights reserved. ARTICLE 23 ASSIGNMENT AND NOVATION No Assignment or Security Interest by the Contractor 23.1 This Agreement and any rights or obligations under it shall not be assigned, novated or transferred by the Contractor in whole or in part. Any such purported assignment shall be null and void and of no force and effect. The Contractor may not establish nor authorize the establishment of any security interest, including any collateral assignment, over any of its rights, title or interest in, to and/or under this Agreement, nor agree with legal acts to the same effect. Assignment, novation or transfer by the Owner 23.2 The Owner may assign this Agreement in whole or in part to Lenders in its absolute discretion without Contractor’s consent, and to other Third Parties, subject to obtaining Contractor’s consent, which shall not be unreasonably withheld. Upon assignment, the Owner shall remain liable and responsible for its obligations under this Agreement. 23.3 The Owner may novate or transfer in whole or in part this Agreement with the Contractor’s prior written consent which shall not to be unreasonably withheld, provided, in the case of a novation or transfer, that the proposed novatee or transferee provides a replacement Owner Parent Company Guarantee and passes any Know Your Customer (KYC)and Third Party integrity due diligence checks as reasonably requested by the Contractor. Security Interest in favour of the Lender 23.4 The Owner may establish and authorize the establishment of any security interest, including any collateral assignment or mortgage, over any or all of its rights, title and interest in, to and under this Agreement and/or the Vessel and/or the Works and its insurances, in favour of any Person providing finance to the Owner, subject to direct agreements between such Person and the Contractor which are reasonably acceptable to the Contractor and such Person being put in place.

152 ©Copyright Golar LNG. All rights reserved. ARTICLE 24 STEP-IN AGREEMENT 24.1 The Contractor shall, upon the Owner’s request, enter into and deliver to the Owner the step-in agreement with the Lessee, the Lessee credit providers and the Lender (“Step-In Agreement”). The Step-in Agreement shall be in the form contained in Exhibit N but subject to any reasonable amendments which the Contractor, the Lessee, the Lessee’s credit providers and the Lender require. 24.2 Following a request by the Lessee, the Contractor shall enter into a novation of this Agreement to the Lessee on termination of the Lease and Operate Agreement or as set out in the Step-in Agreement. 24.3 In the event of the novation of this Agreement to the Lessee, the Contractor shall promptly on request and at its own cost make available to the Lessee such FLNG Facility Information as is reasonably required to complete the construction and commissioning of the Vessel in accordance with this Agreement.

153 ©Copyright Golar LNG. All rights reserved. ARTICLE 25 INDEMNITIES; LIMITATIONS OF LIABILITY Contractor Indemnities 25.1 The Contractor is liable for, and shall defend, indemnify and hold harmless the Owner and each member of the Owner Group from and against any Claims arising out of or in connection with the performance or non-performance of this Agreement in respect of: 25.1.1 any loss of or damage to property of any member of the Contractor Group, or any injury to or ill health, disease or death of any members of the Contractor Group, howsoever caused and even if caused by any act, omission, fault, negligence or breach of duty (statutory or otherwise) of any member of the Owner Group; 25.1.2 injury to, ill health, disease or death of, or loss of or damage to the property of, any Third Party to the extent that such injury, ill health, disease, death, loss or damage is caused by the act, omission, fault, negligence or breach of duty (statutory or otherwise) of any member of the Contractor Group; 25.1.3 any loss of or damage to the Vessel or the Works, spare parts (including Owner’s Spare Parts and Commissioning Spares), Materials and Equipment, OFE that has been delivered to the Conversion Yard and other physical property to be used for the Works or incorporated into the Vessel, while such items are within the care and custody of the Contractor pursuant to Article 11.13 or Article 11.14, howsoever caused and even if caused by any act, omission, fault, negligence or breach of duty (statutory or otherwise) of any member of the Owner Group; 25.1.4 any pollution, contamination, environmental damage, spills, leaks or discharge having escaped, been released or discharged from any equipment, materials or other property in the care, custody, possession or control of any member of the Contractor Group arising out of or in connection with an act, omission, fault or breach of duty (statutory or otherwise) of any member of the Contractor Group where such act, omission, fault or breach of duty (statutory or otherwise) occurs: 25.1.4.1 prior to the date on which the Vessel leaves the Conversion Yard; or 25.1.4.2 in the performance or non-performance of the Project Site Works by the Contractor,

154 ©Copyright Golar LNG. All rights reserved. regardless whether the Claim was caused by or resulted from the Wilful Misconduct of the Senior Supervisory Personnel of a member of the Owner Group. Owner’s Indemnities 25.2 The Owner is liable for and shall defend, indemnify and hold harmless the Contractor and each member of the Contractor Group from any Claims arising out of or in connection with the performance or non-performance of this Agreement in respect of: 25.2.1 any loss of or damage to property of any member of the Owner Group (excluding the Works, the Vessel, spare parts (including Owner’s Spare Parts and Commissioning Spares), Materials and Equipment, OFE that has been delivered to the Conversion Yard and other physical property to be used for the Works or incorporated into the Vessel) or any injury to, or ill health, disease or death of any members of the Owner Group, howsoever caused and even if caused by any act, omission, fault, negligence or breach of duty (statutory or otherwise) of any member of the Contractor Group; 25.2.2 injury to, ill health, disease or death of, or loss of or damage to the property of, any Third Party to the extent that such injury, ill health, disease, death, loss or damage is caused by the act, omission, fault, negligence or breach of duty (statutory or otherwise) of any member of the Owner Group; and 25.2.3 any pollution, contamination, environmental damage, spills, leaks or discharge having escaped, been released or discharged from any equipment, materials or other property in the care, custody, possession or control of any member of the Owner Group arising out of or in connection with an act, omission, fault or breach of duty (statutory or otherwise) of any member of the Owner Group, where such act, omission, fault or breach of duty (statutory or otherwise) occurs after the date on which the Vessel leaves the Conversion Yard and in the performance or non-performance of the Project Site Works, regardless whether the Claim was caused by or resulted from the Wilful Misconduct of the Senior Supervisory Personnel of a member of the Contractor Group. Consequential Loss 25.3 Except where amounts are expressly payable under this Agreement, to the maximum extent permitted by law: 25.3.1 No Party shall be liable to the other for any Consequential Loss suffered in connection with or arising out of this Agreement; and

155 ©Copyright Golar LNG. All rights reserved. 25.3.2 The Contractor shall indemnify and hold harmless the Owner and each member of the Owner Group from and against any and all Consequential Loss that the Contractor and any member of the Contractor Group may suffer in connection with or arising out of or in connection with the performance or non-performance of this Agreement, whether such liability arises under contract or in tort or otherwise at law, irrespective of cause and notwithstanding any negligence, fault, act, omission, breach of duty (statutory or otherwise), Wilful Misconduct or other failure on the part of the Owner or any member of the Owner Group; and 25.3.3 The Owner shall defend, indemnify and hold harmless the Contractor and each member of the Contractor Group from and against any and all Consequential Loss that the Owner and any member of the Owner Group may suffer in connection with or arising out of or in connection with the performance or non-performance of this Agreement, whether such liability arises under contract or in tort or otherwise at law, irrespective of cause and notwithstanding any negligence, fault, act, omission, breach of duty (statutory or otherwise), Wilful Misconduct or other failure on the part of the Contractor or any member of the Contractor Group. 25.3.4 The provisions of Article 25.3 shall not apply to and shall not in any way affect or reduce the liabilities of the Contractor under Article 25.1.2 or the liabilities of the Owner under Article 25.2.2 or the liabilities of the Contractor under Article 4.21, Article 11.11 and Article 22.8.3. 25.4 For the purposes of this Agreement, “Consequential Loss” means: 25.4.1 indirect or consequential loss under English law; and 25.4.2 loss of profits or revenue or anticipated profits or revenue, loss of business and business interruption, loss of hire, loss of production and loss of contracts, in each case whether direct, indirect or consequential, whether or not foreseeable. Limitations of Liability 25.5 Subject always to Article 25.6, but otherwise notwithstanding any other provision herein to the contrary or inconsistent herewith, it is expressly agreed that the Contractor’s liability under this Agreement, howsoever arising, including but not limited to liquidated and unliquidated damages and/or termination and/or repudiation and/or breach of contract and/or negligence of the Contractor, irrespective of whether such liability arises under this Agreement and/or in tort and/or under statute and/or pursuant to any other cause whatsoever shall not in the aggregate exceed (as the case may be):

156 ©Copyright Golar LNG. All rights reserved. 25.5.1 [*****]; 25.5.2 [*****]; or 25.5.3 [*****], In the event that either or both Parties hold the view that the Contractor’s liability results from one or more of Articles 25.5.1, 25.5.2 and/or 25.5.3, or there is disagreement between the Parties as to which of Articles 25.5.1, 25.5.2 and/or 25.5.3 shall apply, the Article that results in the greatest liability of the Contractor to the Owner shall apply (and in the event that the amount in question is in a currency other than US Dollars, the amount in US Dollars shall be calculated using the currency conversion rate in Exhibit B). 25.6 The limitations and Contractual Cap contained in Article 25.5 do not apply to: 25.6.1 any breach of the Contractor’s obligations under Article 11 (Title to the Donor Vessel, the Works and Intellectual Property); 25.6.2 any Claims under this Article 25 (Indemnities; limitations of liability); 25.6.3 the extent the Contractor recovers insurance proceeds from policies required under Article 26 (Insurances) in respect of the liability, or would have recovered insurance proceeds if it had complied with this Agreement and the insurance policy and taken all reasonable steps to do so; 25.6.4 the Contractor abandoning or repudiating or renunciating this Agreement; 25.6.5 any Claims under Article 22.8.4; 25.6.6 any breach of Article 22.8.5; 25.6.7 any Claims under Article 31 (Sanctions, Compliance and Human Rights); 25.6.8 any Claims under Article 32 (Anti-bribery); 25.6.9 any breach of the Contractor’s obligations under Article 35 (Confidentiality); 25.6.10 unless expressly stated otherwise in this Agreement, the Contractor’s costs for re-performance by the Contractor’s Group of any of the Works prior to Contractor Final Acceptance; 25.6.11 any claim for fraud; and 25.6.12 any Claim made by the Owner in accordance with Article 6.11.

157 ©Copyright Golar LNG. All rights reserved. ARTICLE 26 INSURANCE Builder’s All Risk (BAR) Insurance 26.1 From the Donor Vessel delivery date or the date of any Material or Equipment delivery to the Conversion Yard, whichever is earlier, to the Actual Ready for Sailaway Date, the Contractor shall keep the Vessel, the Works, the Materials and Equipment, and all other machinery, materials, equipment, appurtenances and outfit and OFE delivered to the Conversion Yard or built into or installed in or upon the Vessel, insured against all risks under coverage corresponding to the Institute of London Underwriters’ Institute Clauses for Builders’ Risks (1/6/88) (hereafter referred to as the “BAR”). 26.2 The amount of such BAR insurance coverage shall, up to the Actual Ready for Sailaway Date, be an amount at least equal to the aggregate of: 26.2.1 the aggregate of the payments made by the Owner to the Contractor; 26.2.2 the value of the Donor Vessel (USD 77.5 million); 26.2.3 the value of OFE as and when any of them are delivered to the Contractor at the Conversion Yard; 26.2.4 [*****]; and 26.2.5 Pre-Contract Costs 26.3 The BAR shall include from the Donor Vessel delivery date or the date of any Material or Equipment delivery to the Conversion Yard, whichever is earlier, to the Actual Ready for Sailaway Date all Subcontractors of any tier for all risks of loss or damage in respect of the Vessel, the Works and all Materials and Equipment and all other machinery, materials, equipment, appurtenances, outfit and any OFE within the Subcontractors’ custody and control, including at the Conversion Yard or the Subcontractor Sites (unless such risk at Subcontractor Sites and during transportation is covered to an equivalent extent by the Subcontractors’ own insurance). 26.4 In the event the Vessel is damaged by any insured cause whatsoever and: 26.4.1 such damage is not determined by the underwriters to be an actual or a constructive total loss of the Vessel, the Contractor and the Owner shall apply the amount recovered under the BAR policy to the repair of such damage to the reasonable satisfaction of the Owner and the Classification Society, and the Owner shall accept the Vessel if completed in accordance with this Agreement, subject to the Contractor being entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10 in

158 ©Copyright Golar LNG. All rights reserved. respect of any critical delay caused by the damage or the repair thereof, unless such damage was caused by fraud, illegal act, wilful default or Wilful Misconduct of the Contractor and/or any member of the Contractor Group. The Contractor shall not in any event be entitled to any adjustment to the Contract Price; or 26.4.2 Such damage is determined by the underwriters to be an actual or constructive total loss of the Vessel, the Contractor shall either: 26.4.2.1 subject to agreement by the Parties in writing, proceed in accordance with the terms of this Agreement, in which case the amount recovered under the insurance policy shall be applied to the reconstruction of the Vessel, provided the Parties shall have first agreed in writing as to such reasonable postponement of any Key Contract Dates that have not yet been achieved and adjustment of the Project Schedule and other terms of this Agreement including the Contract Price as may be necessary for the completion of such reconstruction; or 26.4.2.2 pay the insurance proceeds under the BAR insurance policy to the Owner promptly upon receipt thereof less the value of any Works performed by the Contractor up to the date the damage occurred which has not been paid for by the Owner, whereupon this Agreement shall be deemed to be terminated and all rights, duties, liabilities and obligations of each of the Parties to the other shall terminate forthwith. If the Parties fail to reach agreement pursuant to Article 26.4.2.1 within two (2) months after the Vessel is determined to be an actual or constructive total loss, the provisions of Article 26.4.2.2 shall apply Hull & Machinery and P&I 26.5 From the Actual Ready for Sailaway Date until Contractor Final Acceptance, the Owner shall maintain comprehensive hull and machinery, protection and indemnity insurance with a Protection and Indemnity Club which is a member of the International Group of Protection and Indemnity Clubs and any operational insurance policies over the Vessel covering at least the declared value of the Vessel. Co-assurance & Waiver of Subrogation 26.6 The insurance required to be taken out by the Contractor shall name the Owner as an additional insured and the Contractor shall ensure each relevant underwriter waives any right of recourse against the Owner Group, including in particular subrogation rights against the Owner Group, in each case in respect

159 ©Copyright Golar LNG. All rights reserved. of each insurance policy, irrespective of the negligence or breach of duty of any member of the Owner Group. 26.7 The insurance required to be taken out by the Owner shall name the Contractor as an additional insured and the Owner shall ensure each relevant underwriter waives any right of recourse against the Contractor Group, including in particular subrogation rights against the Contractor Group, in each case in respect of each insurance policy, irrespective of the negligence or breach of duty of any member of the Contractor Group. Other Insurance 26.8 The Parties shall, at their respective cost and expense, effect and maintain the following insurances during the periods set out: 26.8.1 In the case of the Contractor: 26.8.1.1 Workmen’s Compensation and Employer’s Liability Insurance as prescribed by applicable laws of China; 26.8.1.2 Commercial General Liability Insurance with limits of not less than [*****] per occurrence and [*****] in aggregate; 26.8.1.3 additional insurance required by any Applicable Law; and 26.8.1.4 such other additional insurance as the Parties agree is reasonably necessary and available on reasonable commercial terms; 26.8.2 In the case of the Owner: 26.8.2.1 Insurances (coverage shall include the Contractor and all Subcontractors of any tier) against all risks of loss or damage in respect of the Vessel, the Project Site Works and all Equipment and Materials and appurtenances at the Project Site from the date of Actual Ready for Sailaway; 26.8.2.2 Any Workmen’s Compensation and Employer’s Liability Insurance or the equivalent thereof covering its employees as prescribed by the states or countries of residence of such employees; 26.8.2.3 Commercial General Liability Insurance with the same limits as that applicable for the Contractor.

160 ©Copyright Golar LNG. All rights reserved. General 26.9 The Contractor shall, as it deems necessary adopting Reasonable and Prudent Practice, cause each Subcontractor of any tier to purchase and maintain policies of insurance which are commercially reasonable in relation to the goods and/or services provided by such Subcontractor. 26.10 The Contractor shall provide to the Owner evidence of all insurance that the Contractor is required to take out and maintain in accordance with this Article within two (2) months of the NTP Date, except for the BAR insurance which shall be provided within thirty (30) days after its commencement, and at least once each year during the term of this Agreement (and in addition within fourteen (14) Business Days of any request for the same if requested in writing by the Owner). The receipt of such information shall not impose any obligation on the Owner. 26.11 All insurances required to be taken out and maintained by the Contractor shall be obtained from insurers with a Standard and Poor’s claims paying ability rating of at least A- (or equivalent) or as approved in advance in writing by the Owner. 26.12 For the avoidance of doubt, the cost of all insurances required to be taken out and maintained by the Contractor are part of the Contract Price. 26.13 If the Contractor fails to effect any of the insurances which it is required by this Agreement to effect or fails to maintain in force and in accordance with the terms of this Agreement any of the insurances which it is required by this Agreement to effect and maintain, the Owner may, but shall not be obliged to, effect and keep in force any such insurances and pay such premiums as may be necessary for such purpose and may deduct the premiums (and also any deductibles) paid from amounts otherwise due to the Contractor pursuant to this Agreement. 26.14 The Parties shall comply with the terms of the insurance policies and the Parties shall not do or omit to do any act that would be grounds for an insurer to refuse to pay a claim made under any of the insurance policies. Each Party shall provide information requested by the other Party (acting reasonably) for the purposes of effecting and/or renewing a policy and/or any claim or potential claim. 26.15 Insurances effected and maintained by each Party shall: 26.15.1 provide that the insurance is primary with respect to the interests of the Contractor and the Owner and provide that any other insurance effected and maintained by the other Party is excess to and not contributory with the insurance effected in accordance with this Agreement; and 26.15.2 include a cross liability endorsement that the policy must operate in the same manner as if there was a separate policy of insurance covering each party insured and a failure by any insured party to

161 ©Copyright Golar LNG. All rights reserved. observe and fulfil the terms and conditions and a failure by any insured party to observe and fulfil the terms and conditions will not affect the other Party.

162 ©Copyright Golar LNG. All rights reserved. ARTICLE 27 HEALTH, SAFETY AND THE ENVIRONMENT Health & Safety 27.1 The Contractor shall perform the Works in compliance with, and shall cause its employees and Subcontractors and all other members of the Contractor Group to comply, in all respects, with the provisions of this Agreement, (including but not limited to the “HSE Requirements” in Exhibit E, the HSE Plan and all Applicable Laws relating to health, safety and the environment, including laws, rules and regulations of governmental agencies having jurisdiction in the country where any of the Works are being performed. The Contractor is also responsible for providing and maintaining a safe and healthy work environment on its premises and at the Conversion Yard. The Contractor shall provide, at no additional cost to the Owner, all necessary safety induction of the Owner’s personnel, Owner’s representatives and representatives of the Inspection Parties at the Conversion Yard. 27.2 The Owner shall and shall ensure that each member of the Owner’s personnel shall, at all times, comply with all the Contractor regulations and Applicable Laws relating to health, safety and the environment. 27.3 In relation to the Vessel, the Contractor shall comply with all relevant regulations and guidelines issued by the International Maritime Organisation and the Oil Companies International Marine Forum and with the recommendations and guidelines issued from time to time by the Society of International Gas Tanker and Terminal Operators. 27.4 The Contractor shall provide and keep readily available in good working order all safety appliances necessary for the Works as well as those reasonably necessary in accordance with good industry practices for safe operation and prescribed by proper bodies and competent authorities. 27.5 The Contractor shall inform the Owner of any injury/damage to its Personnel or equipment and to the Owner’s personnel or materials. The Owner shall immediately inform the Contractor during the performance of the Works at the Conversion Yard or the Project Site of any situation of which it is aware that is potentially hazardous to workers. 27.6 The Owner shall provide each member of the Owner’s personnel at the Conversion Yard and Project Site with, or require them to have, appropriate Personal Protective Equipment (PPE) and shall ensure that they use them correctly while working in the Conversion Yard or the Project Site. 27.7 The Owner shall ensure that its employees and each member of the Owner’s personnel at the Conversion Yard and Project Site comply with the health, safety and environmental requirements in this Agreement. The Contractor shall be entitled to bar any employee of the Owner or any member of the Owner’s

163 ©Copyright Golar LNG. All rights reserved. personnel who fails to comply with such health, safety and security regulations and Applicable Laws from entry to the Conversion Yard’s premises. 27.8 Owner shall inform the Contractor of the applicable health, safety and security arrangements at the Project Site, prior to the Contractor's requirement to commence the Project Site Works, such arrangements to be acceptable to the Contractor (acting reasonably). Environment 27.9 The Contractor shall give all notices and otherwise fully comply with all laws, statutes, regulations, ordinances, rules, standards, orders or determinations of any Governmental Authority (including related determinations, interpretations, orders or opinions of any judicial or administrative authority) which has jurisdiction over the Contractor and the performance of this Agreement pertaining to the protection or conservation of the air, land, human health, industrial hygiene or other aspects of the environment which are directly applicable to the performance of this Agreement. 27.10 In the event that the Owner fails to comply with its obligations under this Article, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

164 ©Copyright Golar LNG. All rights reserved. ARTICLE 28 REPRESENTATIONS AND WARRANTIES Representations and Warranties of the Owner 28.1 The Owner represents and warrants to the Contractor that: 28.1.1 It is a company duly organized and validly existing under the laws of Marshall Islands, and is authorised and qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a material adverse effect on its financial condition, operations, or business. 28.1.2 It is not in violation of any Applicable Law or judgment entered by any Governmental Authority, which violations, individually or taken together, would materially and adversely affect its performance of any obligations under this Agreement. There are no legal or arbitration proceedings or any proceedings by or before any Governmental Authority, now pending or (to the best of its knowledge) threatened against it that, if adversely determined, could reasonably be expected to have a material adverse effect on its financial condition, operations, prospects or business, as a whole, or its ability to perform under this Agreement. 28.1.3 It is the holder of all Permits and Consents required to permit it to operate or conduct its business now and as contemplated by this Agreement and to carry out the provisions of this Agreement. 28.1.4 Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, or compliance with the terms and provisions hereof, will conflict with, or result in a breach of, or require any consent under, its charter or by- laws, or any Applicable Law or regulation or any order, writ, injunction or decree of any court, or any agreement or instrument to which the Owner is a party or is bound or to which it is subject, or constitute a default under any such agreement or instrument. 28.1.5 It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Owner of this Agreement has been duly authorised by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against the Owner in accordance with its terms.

165 ©Copyright Golar LNG. All rights reserved. In the event that the Owner is in breach of any of its representations and warranties, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10. Representations and Warranties of the Contractor 28.2 The Contractor represents and warrants to the Owner that, as of the Effective Date: 28.2.1 It is validly existing and in good standing under the laws of its jurisdiction of incorporation and is authorised and qualified to do business in all jurisdictions in which the nature of the business conducted by the Contractor makes such qualification necessary and where failure so to qualify would have a material adverse effect on its financial condition, operations or business. 28.2.2 It is not in violation of any Applicable Law or judgment entered by any Governmental Authority, which violations, individually or taken together, would materially and adversely affect its performance of any obligations under this Agreement. There are no legal or arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or (to the best of its knowledge) threatened against the Contractor that, if adversely determined, could reasonably be expected to have a material adverse effect on the Contractor’s financial condition, operations, prospects or business, as a whole, or its ability to perform under this Agreement. 28.2.3 It holds all Permits and Consents required to permit the Contractor to operate or conduct its business now and as contemplated by this Agreement and to carry out the provisions of this Agreement, except so far as the obtaining of such Permits and Consents is a part of the provisions of this Agreement. 28.2.4 Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, or compliance with the terms and provisions hereof, will conflict with, or result in a breach of, or require any consent under, any of the Contractor’s charters or by-laws, or any Applicable Law or regulation or any order, writ, injunction or decree of any court, or any agreement or instrument to which the Contractor is a party or is bound or to which the Contractor is subject, or constitutes a default under any such agreement or instrument. 28.2.5 The Contractor has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Contractor of this Agreement has been duly authorised by all necessary action on its

166 ©Copyright Golar LNG. All rights reserved. part; and this Agreement has been duly and validly executed and delivered by the Contractor and constitutes the Contractor’s legal, valid and binding obligation, enforceable against the Contractor in accordance with its terms. 28.2.6 The Contractor has conducted appropriate risk-based due diligence on any Subcontractor which will be performing a substantial or significant part of the Works, and that each Subcontractor is suitable (technically, financially and from a compliance perspective) to perform that part of the Work subcontracted to them. 28.2.7 Without prejudice to its rights under this Agreement (including its rights under Article 5.4), the Contractor has satisfied itself before entering into this Agreement as to the Scope of Work and Basis of Design including the Personnel, Material, Equipment, plant and facilities required to perform the Work, and the sufficiency of the Contract Price

167 ©Copyright Golar LNG. All rights reserved. ARTICLE 29 DISPUTE RESOLUTION Governing Law 29.1 This Agreement, and any non-contractual disputes or claims arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of England and Wales, excluding any provision that would apply the law of another jurisdiction. Escalation; Mediation 29.2 It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time, on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim against the other Party shall, (save where this Agreement otherwise expressly provides for such dispute, controversy or claim to be resolved by Expert Determination or by Arbitration) serve on that other Party a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). 29.3 A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within thirty (30) days after the Escalation Notice. 29.4 The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, by mutual consultation. If the Parties are unable to resolve the dispute amicably within thirty (30) days after the date of the service of the Escalation Notice, either Party may issue a written notice of a dispute (or such other extended period as may be mutually agreed to in writing by the Parties). Such dispute may be referred to expert determination (if the Parties so agree) or arbitration in accordance with this Article 29. Any award or decision by the tribunal or the expert in an Expert Determination setting shall be final and binding on the Parties provided the Party may have recourse to an appeal in the event of an arbitration award and a challenge pursuant to Article 29.10 in the event of Expert Determination.

168 ©Copyright Golar LNG. All rights reserved. Expert Determination 29.5 Any dispute that pursuant to this Agreement is to be referred to Expert Determination or is by mutual agreement by the Parties in writing referred to Expert Determination shall be referred to an expert for determination (“Independent Expert”) pursuant to Articles 29.5 to 29.12. The Party that requires a dispute to be submitted to an Independent Expert shall send a written notice to the other Party specifying that such dispute shall be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such dispute (a “Technical Dispute Submission”). 29.6 The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) Days of the date of the relevant Technical Dispute Submission. If the Parties fail to agree on the Independent Expert within the time period stipulated above, upon the request of any of the Parties to the Technical Dispute Submission, the International Chamber of Commerce (“ICC”) International Centre for ADR shall appoint such Independent Expert in accordance with the ICC Rules for the Appointment of Experts and Neutrals, subject to the provisions set forth in Articles 29.5 to 29.12. Within twenty one (21) Days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a “Position Notice”) setting forth such Party’s position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. 29.7 If, however, there is an ongoing dispute on the same or similar facts or matters between the Owner and the Lessee which is the subject of or potentially the subject of Expert Determination under this Article 29.5 to Article 29.12, the Parties shall endeavour to agree the same Independent Expert as in the corresponding dispute between the Owner and the Lessee. If the Parties are unable to agree on an Independent Expert and request the ICC International Centre for ADR to appoint the Independent Expert, and a corresponding request to the ICC has been made in relation to the dispute between the Owner and the Lessee, the Parties shall request the ICC to appoint the same Independent Expert in both disputes, if the ICC considers it appropriate to do so. 29.8 The Independent Expert shall complete all proceedings and issue his decision with reasons with regard to the dispute as promptly as reasonably possible, but in any event within thirty (30) Days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. If the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) Days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a dispute, the

169 ©Copyright Golar LNG. All rights reserved. Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the dispute. 29.9 If the Independent Expert fails to notify the Parties of his decision with respect to any dispute referred to him within the time limits specified in Article 29.8 above, either Party may give notice to the Independent Expert (copying the other Party) requesting the Independent Expert to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which either Party may give notice that the dispute is to be decided by arbitration pursuant to Article 29.13 below, whereupon the Independent Expert shall give no further consideration to the dispute and shall not issue a decision. 29.10 The decision of the Independent Expert may only be challenged on the grounds of (i) procedural unfairness, (ii) the Independent Expert materially departed from his instructions or (iii) manifest error or fraud. A Party wishing to challenge the Independent Expert’s decision shall issue a written notice of dissatisfaction with the decision to the other Party to the dispute, with a copy to the Independent Expert, within thirty (30) Days of such Party’s receipt of the Independent Expert’s decision, in which event such dispute shall be referred to arbitration pursuant to Article 29.13 below provided such Party commences arbitration within sixty (60) Days from the date of the receipt by the other Party of the notice of dissatisfaction and, in such circumstances where a Party challenges the decision of the Independent Expert on grounds (i) – (iii) of this Article 29.10, the arbitral tribunal shall have the power to determine whether the Party`s challenge on grounds (i)-(iii) of this Article 29.10 is valid and, if it is, to determine the dispute that is the subject of the Independent Expert’s decision ab initio. In such a case, the Independent Expert’s decision will remain binding on the Parties until it is superseded by any decision or award of the arbitral tribunal. If the arbitration is not commenced within such sixty (60) Day period, the Independent Expert’s decision shall, in the absence of manifest error or fraud, be final and binding upon the Parties, notwithstanding the timely notice of dissatisfaction given by the dissatisfied Party. 29.11 All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such dispute relates. 29.11.1 The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the dispute in equal shares unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants).

170 ©Copyright Golar LNG. All rights reserved. 29.11.2 The Independent Expert will determine its own procedures for the resolution of the dispute. The Independent Expert shall act as an expert and not as an arbitrator. 29.12 All proceedings (including all documents submitted in connection with such proceedings) before the Independent Expert shall be conducted in the English language and shall be kept confidential among the Parties and the Independent Expert. The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the tribunal pursuant to Article 29.13. Arbitration 29.13 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and any non-contractual disputes, that have not been settled amicably by the Parties under Escalation: Mediation pursuant to Articles 29.2 to 29.4 or by Expert Determination pursuant to Articles 29.5 to 29.12 or if this Agreement expressly states that a dispute is to be resolved by arbitration, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules and administered by the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Article 29.13. The number of arbitrators shall be three. Each Party may nominate one arbitrator. The Parties hereby agree for the purpose of rule 6.1 of the LCIA Rules (or any equivalent provisions in the subsequent edition of the LCIA Rules) that there shall be no restriction on the nationality of the arbitrator. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

171 ©Copyright Golar LNG. All rights reserved. ARTICLE 30 APPLICABLE TAXES AND FOREIGN TRADE 30.1 The Contractor shall bear and pay all Taxes imposed in China in connection with the execution and performance of the Works, excluding any Taxes imposed in China upon OFE. The Contractor warrants that it has taken into account all such Taxes applicable to the Works and shall under no circumstances be entitled to any adjustment of the Contract Price or other remuneration or compensation in respect of any such Taxes. 30.2 The Owner shall bear and pay all Taxes imposed outside China in connection with the Works, except the following which shall be born and paid by the Contractor: (i) Taxes imposed upon Subcontractors outside China in connection with the Works; and (ii) Taxes imposed on items and/or services procured by the Contractor or Subcontractors in connection with performance of the Works. 30.3 The Owner shall have the right to withhold from sums otherwise due to the Contractor any taxes or other amounts required by Applicable Law which demands the Owner to withhold taxes owed by the Contractor. The Owner shall use reasonable efforts to secure and provide the Contractor with available Governmental Authority receipts evidencing such requirement regarding the payment of taxes so withheld. In such a case, the Owner shall separately and clearly identify and inform the Contractor of the same. 30.4 The Contractor shall supply all documents required to the eventual reduction or elimination of withholding to be performed by the Owner, upon notification. 30.5 The Owner shall supply to the Contractor all the documentation required (if any) to enable due compensation of any Contractor Taxes that are withheld and paid to local tax authorities for Taxes due by the Contractor under the laws of the jurisdiction to which the Contractor is subject. 30.6 The Contractor warrants that it possesses operational capacity to achieve its corporate purposes and is the Effective Beneficiary of the income earned by virtue of this Agreement. 30.6.1 The operational capacity herein stated is evidenced by, among others, facilities and human resources applied to the achievement of this operation(s). 30.6.2 “Effective Beneficiary” for the purposes of this Article 30.6 means the natural Person or legal entity not incorporated for the sole or primary purpose of tax savings, which earn such values on its own behalf and not as agent, trustee or authorised representative on behalf of a Third Party. 30.6.3 If during the performance or after termination of this Agreement, tax authorities observe the insufficiency of the operational capacity of the

172 ©Copyright Golar LNG. All rights reserved. Contractor, or overrule its status as Effective Beneficiary of income paid by virtue of this Agreement, the Contractor shall be responsible for compensating losses caused to the Owner, without any deduction or withholding, including due to the imposition of administrative penalties, with the consequent reimbursement or compensation of amounts paid or in escrow account related to legal proceedings, upon making the payment or deposit in court. 30.7 The Contractor undertakes to issue billing documents in accordance with the tax laws and the provisions of this Agreement. 30.7.1 If, during or after the performance of this Agreement, the tax authorities or the Owner find that the Contractor presented a tax document in disagreement with the tax legislation in force or with this Agreement, the Contractor shall submit a substitute document, in accordance with that legislation, and proceed with administrative actions with the respective tax authorities to cancel the rejected document, under the terms of the relevant legislation. 30.7.2 In the event of a tax assessment against the Owner due to non- compliance with the Contractor’s obligations under Article 30.4 or Article 30.6 at any time, the Contractor shall reimburse the losses caused to the Owner, without any deduction or withholding, with the consequent reimbursement or compensation of amounts paid or in escrow account related to legal proceedings, at the time of payment or court deposit, plus costs incurred by the Owner in its eventual defence, in administrative and / or judicial proceedings. This Article 30.7.2 shall reciprocally apply to the Owner in the event of a tax assessment against the Contractor due to non-compliance with the Owner’s obligation under Article 30.5. 30.7.3 Both Parties assume full responsibility for any liens that may be imposed upon the other Party by virtue of a tax document that it issues in disagreement with the applicable legislation. Foreign Trade 30.8 Regarding Materials and Equipment and any other goods supplied or provided in connection with the Works (and in respect of OFE, as set out in Article 30.8.2): 30.8.1 The Contractor shall be responsible for any and all costs and charges arising or resulting from the export, import, and transport of all Materials and Equipment and any other goods supplied by it or by the Owner or by any Person authorised by it in connection with the Works. 30.8.2 The Owner shall be responsible for payment of all customs duty payable in respect of OFE and the Contractor is responsible for all

173 ©Copyright Golar LNG. All rights reserved. customs duties payable in respect of any importation of any property of members of the Contractor Group. The Contractor shall assist the Owner in the event of any application for import duties relief, where possible, in accordance with Applicable Law. 30.8.3 The costs of storage, stowage, rental of containers, demurrage, and any other costs resulting from this Agreement shall be part of the Contract Price. 30.8.4 The Contractor shall transport the Materials and Equipment and other goods to be imported by air, land or sea in accordance with the Applicable Law and shall be responsible for any loss or damage resulting from noncompliance with Applicable Law. 30.8.5 The Contractor shall be responsible for any loss or damage resulting from the transportation or handling during import or export stages, or during the construction and assembly of the Vessel using such Materials and Equipment and other goods. 30.9 In the event that the Owner fails to comply with its obligations under this Article, the Contractor shall be entitled to issue a Contractor VOR and claim a Variation in accordance with and subject to the terms of Article 10.

174 ©Copyright Golar LNG. All rights reserved. ARTICLE 31 SANCTIONS, COMPLIANCE AND HUMAN RIGHTS Sanctions 31.1 With regard to Works in connection with this Agreement, each Party represents and warrants to the other that it and the members of its Group: 31.1.1 have not used and will not use assets, rights or values proceeding, directly or indirectly, from illicit activities, nor have they hidden or dissimulated the nature, origin, location, disposition, transfer or ownership of such assets, rights or values; 31.1.2 have complied and will comply with Sanctions; 31.1.3 neither Party has or will knowingly engage in any unlawful dealings or transactions with or for the benefit of a person or entity in Russia or Belarus, nor does the Party have any plans to engage in any unlawful dealings or transactions with or for the benefit of a Sanctioned Person or Country. 31.2 Each Party represents and warrants that neither it nor any of its Affiliates (i) is targeted by any Sanctions; (ii) is owned or controlled by a Person or entity targeted by any Sanctions; or (iii) is located in, has been incorporated in, or is resident in a country targeted by any Sanctions. 31.3 Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be obliged to act in any way or to perform, and nothing in this Agreement is intended, or should be interpreted or construed as requiring or inducing either Party to act in any way or to perform, any obligation otherwise required by this Agreement (including an obligation to (i) perform, deliver, accept, sell, purchase, pay or receive monies to, from or through a Person or entity, or (ii) engage in any other acts) if this would be in violation of, inconsistent with, penalised or prohibited by, or expose either Party to punitive measures under Sanctions. 31.4 Where any performance by either Party of any or all obligations would be in violation of, or expose the other Party to punitive measures under Sanctions, the non-violating Party shall, upon prior written notice to the violating Party, be entitled to immediately suspend the performance of the relevant or all obligation (whether a payment or performance obligation) until such time as the non- violating Party may lawfully discharge such obligation. If such suspension (i) continues for a period of thirty (30) days or more and such suspension is continuous and without interruption; or (ii) if the total suspension by the relevant non-violating Party pursuant to this Article totals forty five (45) days or more, then the non-violating Party has the option to terminate this Agreement with immediate effect.

175 ©Copyright Golar LNG. All rights reserved. 31.5 Where a Party becomes a Restricted Party, the non-violating Party shall, upon prior written notice, be entitled to immediately suspend the performance of the obligation (whether a payment or performance obligation) until such time as the non-violating Party may lawfully discharge such obligation. If such suspension (i) continues for a period of 30 Days or more and such suspension is continuous and without interruption; or (ii) if the total suspension pursuant to this Article totals 45 Days or more, then the suspending Party has the option to terminate the Agreement with immediate effect. 31.6 In the event that this Agreement is terminated by a Party in accordance with Article 31.4, 31.5 and 31.8 then the following shall apply, to the extent lawful: 31.6.1 the Owner shall pay the Contractor all unpaid Instalments relating to Milestones that have been achieved by the Contractor prior to the termination; 31.6.2 the Owner shall pay the Contractor an amount equal to [*****] at the time of termination less any amounts previously paid to the Contractor for the Works; 31.6.3 if this Agreement is terminated pursuant to Article 31.4, 31.5 and 31.8 prior to Actual Ready For Sailaway, the Owner shall pay the Contractor on a reimbursable basis for the Contractor’s reasonable and documented costs of assisting the Owner to make the Vessel seaworthy for departure from the Conversion Yard if requested by the Owner to do so; 31.6.4 the provisions of Articles 22.8.1 - 22.8.10 shall apply notwithstanding that this Agreement has been terminated pursuant to Article 31.4 rather than for Contractor Default under Article 22.7; 31.6.5 the Contractor shall not be entitled to any further payment from the Owner, including without limitation in respect of further Instalments or in respect of any other costs and expenses of the Contractor arising out of or relating to this Agreement or the termination of this Agreement by the Owner; and 31.6.6 the Parties shall have no further liability to each other, other than with respect to the Surviving Obligations and any rights and obligations that have accrued prior to termination (including in relation to Non- Conformities); 31.7 Notwithstanding the provisions of Articles 31.5, neither Party shall be required to make any payments in breach of any Sanctions and the Parties shall discuss in good faith how to make such payments, or provide security for such payments, without breaching any Sanctions.

176 ©Copyright Golar LNG. All rights reserved. 31.8 Neither Party shall, nor shall a Party knowingly permit or authorise any member of its Group to, directly or indirectly, procure any equipment or enter into any arrangement or do anything in connection with this Agreement or the Works with, or for the benefit of, any Restricted Party (except to the extent that such act or arrangement is in compliance with Sanctions and would not reasonably be expected to result in the Owner, Lessee or any member of the other Party’s respective Group being in breach of any Sanctions or becoming a Restricted Party under the applicable export control rules and regulations) or undertake the Works in a manner, or do or omit to do anything, that would reasonably be expected to result in the Owner or any member of the Owner Group or the Contractor or any member of the Contractor Group being in breach of any Sanctions or becoming a Restricted Party. If the final Project Site causes violation of the foregoing obligations, then the Contractor shall have the right to suspend its performance. If such suspension (i) continues for a period of thirty (30) days or more and such suspension is continuous and without interruption; or (ii) if the total suspension pursuant to this Article totals forty five (45) days or more, then the Contractor has the option to terminate this Agreement with immediate effect. 31.9 Each Party shall immediately notify the other Party in writing of any investigation or proceeding initiated by any Governmental Authority relating to any alleged violation of Sanctions and/or any breach by either Party’s Group of the obligations under this Article 31. Each Party shall make all efforts to keep the other Party informed as to the progress and disposition of such investigation or proceeding, furnishing all the information requested by the requesting Party. Compliance 31.10 Regarding the matters related to this Agreement, each Party shall: 31.10.1 maintain adequate internal controls concerning its compliance with Articles 31 and 32; 31.10.2 prepare and maintain its books and records in accordance with generally accepted accounting practices applicable to it; 31.10.3 properly record and report its transactions in a manner that accurately and fairly reflects in reasonable detail its assets and liabilities; 31.10.4 retain such books and records for a period of at least six (6) years after termination or expiration of this Agreement (whichever is later); and 31.10.5 comply with the Applicable Laws. 31.11 From the date of the signature of this Agreement until the sixth (6th) anniversary thereof, on a five (5) Business Days’ notice in advance, each Party shall give the other Party or its representatives access to its books, records, policies and

177 ©Copyright Golar LNG. All rights reserved. proceedings referred to in this Agreement, as well as to all available documents and information, and allow the requesting Party to interview its shareholders, directors, officers and employees deemed necessary by the requesting Party in order to verify the other Party’s compliance with Articles 31 and 32. 31.12 Each Party agrees to cooperate with and to assist the audit, verification or investigation conducted by the requesting Party, concerning any alleged, suspected or proven non-compliance with the obligations set out in this Agreement or contravention of the Anti-Bribery Laws or of Sanctions by either Party or by any member of either Party’s Group. 31.13 Each Party shall, on the request of the other Party, furnish a written certificate signed by an authorised representative to the effect that the Party is in compliance with this Article 31. 31.14 For the purposes of this Article 31, “Group” shall mean, with respect to each Party, its controlling and controlled companies, companies under common control, successors, permitted assigns, officers, directors, employees, representatives, agents and subcontractors. Human Rights 31.15 The Contractor confirms that it has carefully reviewed the Owner’s Corporate Code of Business Ethics and Conduct policy and confirms that it has a similar code of conduct which is consistent with the Owner’s Corporate Code of Business Ethics and Conduct policy. The Contractor shall comply in full with the same. The Contractor shall also comply in full with the UK Modern Slavery Act 2015 and the Norwegian Transparency Act. 31.16 Without in any way limiting its obligations under Article 31.15, the Contractor shall, in connection with its performance of its obligations under this Agreement, conduct its business in a manner that respects the rights and dignity of all people and internationally recognised human rights, including: 31.16.1 not employing, engaging or otherwise using forced labour, trafficked labour or exploitative child labour; nor engaging in or condoning abusive or inhumane treatment of workers; 31.16.2 providing workers with written terms and conditions under which they will work in a language understandable to the worker; 31.16.3 not requiring workers to pay charges or fees under any pretext in consideration for employment or applying deductions from the workers’ remuneration as collateral for continued service; 31.16.4 not withholding travel or other identity documents or otherwise unreasonably inhibiting the free movement of any workers (directly or indirectly);

178 ©Copyright Golar LNG. All rights reserved. 31.16.5 providing access to effective grievance mechanisms, providing equal opportunities, avoiding retaliation or discrimination and respecting freedom of association of workers, in each case within the relevant national legal framework; and 31.16.6 mitigating or avoiding adverse human rights impacts to communities arising from the Contractor activities to the extent practicable. Indemnity 31.17 Each Party (the indemnifying Party) shall defend, indemnify and hold harmless the other Party from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to any breach by the indemnifying Party of this Article 31.

179 ©Copyright Golar LNG. All rights reserved. ARTICLE 32 ANTI-BRIBERY 32.1 “Anti-Bribery Laws” shall mean any anti-bribery, anti-corruption or anti-money laundering laws or equivalent, including the United States Foreign Corrupt Practices Act 1977, the United Kingdom Bribery Act 2010 (as amended from time to time), any related enabling legislation pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and all applicable successor legislation, and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Official or any other Person. 32.2 For the purposes of this Article 32, “Prohibited Act” means any of the following: 32.2.1 to directly or indirectly offer, promise or give to any Person anything of value, monetary or nonmonetary, without limitation, to: 32.2.1.1 induce or influence that Person to perform improperly a relevant function or activity; or 32.2.1.2 reward that Person for improper performance of a relevant function or activity; or 32.2.2 to directly or indirectly request, agree to receive or accept anything of value, monetary or nonmonetary, without limitation, from any Person as an inducement or a reward for improper performance of a relevant function or activity; or 32.2.3 to violate any Anti-Bribery Laws. 32.3 For the purposes of this Article 32, “Government Official” shall mean any official or employee of any government, or any agency, ministry, department of a government (at any level), Person acting in an official capacity for a government regardless of rank or position, official or employee of a company wholly or partially controlled by a government (for example, a state owned oil company), political party and any official of a political party; candidate for political office, officer or employee of a public international organisation, such as the United Nations or the World Bank, or immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing. 32.4 Each Party represents, warrants and undertakes (each as a continuing obligation) that, under and in connection with this Agreement and the Works (each reference in this sub-Article 32.4 to a “group” shall mean, as the case may be, a reference to either the Contractor Group or to the Owner Group):

180 ©Copyright Golar LNG. All rights reserved. 32.4.1 it is knowledgeable about Anti-Bribery Laws applicable to the Parties and to the performance of this Agreement and shall comply with all such Anti-Bribery Laws; 32.4.2 it and all members of its group have complied, and shall comply, with the Anti-Bribery Laws; 32.4.3 it shall not, and shall procure that no member of its group shall, commit a Prohibited Act; 32.4.4 neither it nor, to the best of its knowledge and belief, any other member of its group has made, offered or authorised or will make, offer or authorise any payment, gift, promise or other advantage, whether directly or through any other Person or entity, to or for the use or benefit of any Government Official or any Person where such payment, gift, promise or other advantage would (i) comprise a facilitation payment; or (ii) violate the Anti-Bribery Laws; 32.4.5 it and all other members of its group shall institute and maintain adequate policies, procedures and controls, including the maintenance of complete and accurate books and records and an effective system of internal accounting controls (including procedures to ensure that all transactions in connection with the Works are accurately recorded and reported in its books and records to truly reflect the activities to which they pertain, such as the purpose of each transaction and to whom it was made or from whom it was received) which are designed to prevent it or any of its employees (including any employees of any member of its group) from committing a Prohibited Act, and shall enforce those policies, procedures and controls where appropriate. 32.5 The Contractor undertakes to immediately notify the Owner if, in connection with this Agreement or the Works, the Contractor or any member of the Contractor Group receives or becomes aware of any request from a Government Official or any Person for any payment, gift, promise or other advantage of the type mentioned in this Agreement, or if the Contractor suspects, discovers or becomes aware of any breach of Article 32.4, and the Contractor shall respond promptly to the Owner’s enquiries, cooperate with any investigation and allow the Owner to audit books, records and any other relevant documentation in connection with this Agreement. 32.6 The Owner confirms that its appointment of the Contractor was expressly made on the basis that Anti-Bribery Laws would not be violated. The Contractor acknowledges that the contents of this Agreement may be disclosed by the Owner to Governmental Authorities (or its duly authorised agents) for the purpose of demonstrating compliance with this Agreement.

181 ©Copyright Golar LNG. All rights reserved. 32.7 The Contractor shall defend, indemnify and hold harmless the Owner Group from and against, any and all losses, damages, Claims, expenses (including legal costs), fines and penalties incurred by the Owner Group arising out of the Contractor representations in this Agreement being untrue or arising out of the Contractor breach of any of its representations, warranties and undertakings in this Agreement. 32.8 The Contractor shall maintain, either physically, by electronic media or on microfilm, all records and information related to this Agreement and any work statement in connection therewith for a period of six (6) years after the later of: (i) the end of the Guarantee Period or the Novated Subcontract Warranty Period (whichever is later); or (ii) in the event of termination, the date of termination. 32.9 In the event an Authority undertakes an investigation of the Owner’s violation of obligations under the Anti-Bribery Laws the Owner shall have the right to employ, at the Owner’s expense, an unaffiliated Third Party to audit all information, rates and costs and expenses related to this Agreement in connection therewith at any time during and within six (6) years after the later of: (i) the end of the Guarantee Period; or (ii) in the event of termination, the date of termination. Subject to the consent of the relevant Authority or Authorities, the Contractor shall be provided with a complete copy of the audit upon its completion and prior to its submission to the Owner solely for the purpose of ensuring that none of the Contractor pricing, mark-up and profit margins are disclosed. The Third Party authorised by the Owner may have access at all reasonable times to any place where the records are being maintained and the Contractor shall afford every reasonable facility for this right of access. The Third Party authorised by the Owner shall have the right to reproduce and retain copies of any of the aforesaid records or information subject to an obligation of confidentiality consistent with the one in this Agreement, and subject further to the exclusion or redaction of any documents to the extent they show the Contractor pricing, mark-up and profit margins, except to the extent necessary to disclose alleged violations of the Anti-Bribery Laws, comply with Applicable Laws or the instructions of the Authorities. The Contractor shall implement all agreed recommendations arising from audits within a time mutually agreed with the Owner. 32.10 Upon the Owner’s request the Contractor shall, as soon as reasonably practical, provide the Person authorised by the Owner with all records relating to the Contractor and, to the extent reasonably available, any work statement in connection therewith which are created or kept by any other member of the Contractor Group. 32.11 The Contractor represents, warrants and covenants that the Contractor, its Affiliates, and any Subcontractors to whom the Contractor has subcontracted any part of the Works in accordance with Article 6, their directors, officers, employees, representatives, Personnel, or any service providers of the Contractor or its Affiliates have been informed of their obligations in relation to

182 ©Copyright Golar LNG. All rights reserved. the Anti-Bribery Laws and have adequate policies and procedures in place in relation to the Anti-Bribery Laws. 32.12 The Contractor shall have and maintain an anti-bribery policy which they shall disclose to the Owner on request. Contractor’s compliance with Articles 31 and 32. 32.13 The Contractor shall provide any reasonable assistance and shall promptly respond in reasonable detail to any reasonable query from the Owner concerning the Contractor compliance with the provisions of Articles 31 and 32 and to enable the Owner to perform any activity required by any relevant Governmental Authority in any relevant jurisdiction for the purpose of compliance with Anti-Bribery Laws, and shall furnish applicable documentary support for the Contractor response, including showing the Contractor compliance with the undertakings set out in Article 31 and Article 32. 32.14 In addition the Contractor shall on the written request of the Owner provide to the Owner within twenty (20) Business Days after the Effective Date, and annually thereafter during the performance of this Agreement, a written certification signed by an authorised representative of the Contractor to the effect that the Contractor has complied with Articles 31 and Article 32. The Contractor shall provide such supporting evidence of compliance as the Owner may reasonably request. 32.15 The rights and obligations set out in Articles 31.8, 32.4 and 32.13 shall continue for six (6) years after the later of: (i) the end of the Guarantee Period; or (ii) termination or expiration of this Agreement.

183 ©Copyright Golar LNG. All rights reserved. ARTICLE 33 AUDIT, RECORDS AND FINANCIAL REPORTING 33.1 At any time during the term of this Agreement and for a period of six (6) years thereafter the Owner and the Inspection Parties and its and their duly authorised representatives will have access to and the right to audit the Contractor’s (and its respective Subcontractors’) books, vouchers, receipts, correspondence, memoranda, and other records relating to the correctness of any rate, adjustment or any invoice presented by the Contractor to the Owner for payment, including all fiscal export meter readings and any documentation relating to the accuracy of such meters, and any tank measurement, meter readings and related data in relation to the Vessel. The Contractor shall preserve all such records for a period of six (6) years and shall, upon written request, make them available to the Owner and the Inspection Parties. The Contractor shall ensure that any Subcontract with a Subcontractor includes an obligation to preserve all records relating to the performance of the Works for a period of not less than six (6) years and that such records shall, upon written request be made available to the Owner and the Inspection Parties. Any audits by the Owner or the Inspection Parties will be made during the Contractor normal working hours (as applicable) and following not less than thirty (30) Days’ notice. 33.2 The Owner shall notify the Contractor of any matters arising in an audit which the Owner or the Inspection Parties believe may necessitate the making of an adjustment. Within a period of thirty (30) Days from such notification the Parties shall consult with each other with a view to agreeing whether or not any adjustment is required and, if so, the nature of the adjustment to be made. If the Parties fail within a further period of thirty (30) Days to reach agreement as to whether or not any adjustment is required and, if so, the nature of the adjustment to be made, then the matter may be resolved by arbitration in accordance with Article 29. Following the determination by the arbitration tribunal, the Parties shall within a period of thirty (30) Days implement the arbitration tribunal’s finding by way of set off or other balancing payment. 33.3 The Contractor shall throughout the term of this Agreement and for a period of six (6) years thereafter make available to the Owner and the Inspection Parties on request, but not more often than once each year commencing from the Effective Date, the audited accounts in respect of the financial activities of the Contractor arising throughout the term of this Agreement. Throughout the term of this Agreement and for a period of six (6) years thereafter the Contractor shall permit the inspection by the Owner and the Inspection Parties of its annual return, register of members, directors, officers and charges at its registered office or a registered office of one of its Affiliates. Such inspection shall be made during normal working hours and following not less than thirty (30) Days’ notice. 33.4 Any right to audit pursuant to this Article 33 shall be exercised by the Owner and the Inspection Parties no more than once each in any year commencing from

184 ©Copyright Golar LNG. All rights reserved. the Effective Date and shall be conducted in such a manner so as to not unreasonably disrupt the Contractor.

185 ©Copyright Golar LNG. All rights reserved. ARTICLE 34 DIGITAL SECURITY 34.1 The Contractor shall, in accordance with Applicable Laws and good industry practice implement, maintain, and ensure that any of its Subcontractors and Affiliates that will have direct or indirect access to the Owner and Lessee Confidential Information and/or the applicable IT systems (whether through email or other form of electronic communication or otherwise) implement and maintain: 34.1.1 technical and organisational measures; and 34.1.2 adequate security programmes and procedures to: 34.1.2.1 minimise the risk of any accidental, unauthorised or unlawful access to, processing, loss, destruction, damage, disclosure, or other misuse of the Owner’s and Lessee’s Confidential Information; and 34.1.2.2 provide reasonable protection to the Contractor’s IT systems used to provide the Works. 34.2 The Contractor shall ensure that the measures outlined in Article 34.1 include: 34.2.1 boundary firewalls and internet gateways to protect the Contractor’s networks and IT systems from the internet and other external networks; 34.2.2 secure configuration of the Contractor’s networks, IT systems, applications and devices, including encryption of portable devices and removable media; 34.2.3 physical and logical access controls that restrict access to only authorised users to the extent required to perform the Works; 34.2.4 malware protection software that is designed to minimise the introduction of malware into the Contractor’s IT systems, networks and devices; 34.2.5 patch management practices to identify, assess and apply applicable security patches to the Contractor’s IT systems, applications and devices; 34.2.6 training and awareness for the Contractor Personnel in information security and the handling of personal data in accordance with the terms of this Agreement; and

186 ©Copyright Golar LNG. All rights reserved. 34.2.7 clearly defined security responsibilities, and processes for risk management, access control, authorization and administration, security design and configuration management, audit, and assurance. 34.3 The Contractor shall self-audit the measures outlined in this Article 34 in accordance with its own quality procedures to confirm such measures comply with the requirements of this Article 34 and to assess the adequacy of the measures in place. Such auditing outcome shall be available to be shared with the Owner’s employees or a third party auditor, as appropriate. However, the Contractor will not transmit or share any highly confidential information audit outcome with a third-party auditor. 34.4 The Contractor shall investigate and promptly notify the Owner in writing, of any suspected or actual act, omission, or potential issue which may result in access to, processing, destruction, loss, damage or disclosure of the Owner’s, or their client’s Confidential Information or data, and/or any cyber-attacks on the Contractor’s IT systems. In the event that such a situation arises, the Contractor shall, at its own cost, if such event is due to a failure to comply with its obligations in this Article 34 or Article 35, cooperate fully with the Owner to provide such assistance as required by the Owner to resolve any potential or actual adverse effects, including with notifications that may be required under Applicable Law. 34.5 The Contractor shall adhere to the Owner’s information security requirements in Exhibit E. The Contractor and Subcontractors agree that if required by the Lessee an appendix containing information security requirements for the Contractor and its Subcontractors with which the Contractor and its Subcontractors must comply shall be added to this Agreement and such appendix shall form the subject matter of a Variation in accordance with and subject to the terms of Article 10.

187 ©Copyright Golar LNG. All rights reserved. ARTICLE 35 CONFIDENTIALITY Naming Conventions 35.1 For the purposes of this Article 35 (Confidentiality), whichever of the Owner or the Contractor is disclosing Confidential Information shall be referred to as the “Disclosing Party” and whichever of the Owner or the Contractor that is receiving Confidential Information shall be referred to as the “Receiving Party”. General Obligation 35.2 The Receiving Party agrees to keep Confidential Information strictly confidential and shall not: 35.2.1 use Confidential Information except in connection with the performance of activities to be conducted pursuant to or for the purposes of this Agreement (the “Permitted Purpose”); nor 35.2.2 sell, trade, publish or otherwise disclose to anyone in any manner whatsoever such Confidential Information, including by means of photocopy or reproduction, unless expressly permitted by this Article 35 (Confidentiality). The period of confidentiality under this Article 35 shall remain in effect for five years from the date of disclosure of the Confidential Information. Nothing herein is intended to limit or abridge the protection of patent or trade secrets under applicable patent or trade secrets law, and patentable material and trade secrets shall be maintained as such until they fall into the public domain. A Disclosing Party’s disclosure of information to a Receiving Party does not constitute a transfer of ownership of the information to the Receiving Party. Exclusions from General Obligation 35.3 This Article 35 (Confidentiality) shall not apply to Confidential Information which: 35.3.1 is already in possession of the public or becomes available to the public other than through its disclosure in breach of the confidentiality undertakings provided in this Agreement; 35.3.2 was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; 35.3.3 was, is or becomes available to the Receiving Party on a non- confidential basis from a Third Party that is not bound by a confidentiality agreement with the Disclosing Party and has the right to disclose such information at the time it is acquired by the Receiving Party (without binder or secrecy);

188 ©Copyright Golar LNG. All rights reserved. 35.3.4 is developed independently by or for the Receiving Party without reliance on the Confidential Information disclosed by the Disclosing Party; 35.3.5 is required to be disclosed in order to comply with the requirements of any law, rule or regulation of any Governmental Authority or regulatory body, court or other authority of competent jurisdiction having jurisdiction over this Agreement or any of the Parties, or of any relevant stock exchange (provided that the Receiving Party shall, to the extent legally permissible, give advance notice to the Disclosing Party prior to such disclosure and shall seek to limit any such disclosure to the greatest extent practicable); Permitted Disclosure 35.4 Notwithstanding any other provision of this Article 35 (Confidentiality), the Receiving Party may disclose Confidential Information to the following persons (the “Recipients”) without the Disclosing Party’s prior written consent, if and to the extent the Recipients reasonably need to know such Confidential Information for the Permitted Purpose and provided that such Recipients are both informed of the confidential nature of the Confidential Information and undertake to comply with the obligations set out in this Article 35 (Confidentiality) as if they were party to this Agreement: 35.4.1 its employees, officers, directors, agents and representatives; 35.4.2 its Affiliates and the employees, officers, directors, agents and representatives of such Affiliates; 35.4.3 where the Owner is the Receiving Party, the Lessee, their respective Affiliates, together with their respective employees, officers, directors, agents and representatives, and their respective professional consultants and advisers; 35.4.4 its or its Affiliates’ professional consultants and advisers including insurers, underwriters and brokers; 35.4.5 its and, where the Owner is the Receiving Party, financial advisers, investment bankers, underwriters, brokers, lenders or other financial institutions advising on, providing or considering the provision of finance or guarantees or insurance in connection which such finance, 35.4.6 where the Owner is the Receiving Party, any LNG buyer of the Lessee or their respective Affiliates; 35.4.7 where the Owner is the Receiving Party, its subcontractors of any tier in connection with the Project; and

189 ©Copyright Golar LNG. All rights reserved. 35.4.8 where the Owner is the Receiving Party, to bona fide intending assignees of the Lessee’s interest in the Vessel. AND PROVIDED ALWAYS that such Receiving Party shall not include any Supplier Competitors where such Confidential Information includes information provided by [*****] or the [*****]. These vendors have treated their confidentiality requirements as trade secrets which require perpetual protection, and the restrictions on information being provided to Supplier Competitor. Responsibilities 35.5 The Receiving Party shall be responsible for ensuring that all of its Recipients to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential in accordance with the terms of this Article 35 (Confidentiality) and shall not disclose, divulge or use such Confidential Information in violation of this Article 35 (Confidentiality). The Receiving Party shall be liable to the Disclosing Party for any breach of this Article 35 (Confidentiality) by the Recipients of the Receiving Party. 35.6 If at any time the Disclosing Party, wishes to disclose Technical Information to the Receiving Party or any of its Recipients, the Disclosing Party shall prior to the disclosure notify the Receiving Party in writing on a non-confidential basis of: 35.6.1 the nature of the information; 35.6.2 the fact that it is Technical Information; and 35.6.3 the additional use or other restrictions attaching to it, and the Receiving Party and/or its Recipients shall then have the right to decide whether or not to accept receipt of such Technical Information. If such Technical Information is received, the Receiving Party shall, and shall procure that its Recipients, ensure that Technical Information is safeguarded in accordance with this Article 35 (Confidentiality). Restrictions on Public Announcements 35.7 Without the prior written consent of the Owner, neither the Contractor nor its Subcontractors (or any of its or their officers, employees or agents (including any employees of an Affiliate)) shall publicly refer to this Agreement (including its existence or its terms), the Works or any part of the Vessel in any manner, including the issuance of a press release, advertisement, publication of photographs, publicity material, prospectus, financial document or similar material, the creation of any business development materials, proposals, reference materials or similar materials, or the participation in a media interview that mentions or refers to the Works or any part of the Vessel.

190 ©Copyright Golar LNG. All rights reserved. ARTICLE 36 EXCLUSIVITY Exclusivity 36.1 The Contractor agrees that for the period commencing on the Effective Date until the date falling [*****] after the Effective Date or [*****] after Final Acceptance, whichever is the earliest, neither it nor its Affiliates shall directly or indirectly provide or agree to provide any FLNG vessels to the Project Site once the same has been nominated by the Owner except which are contracted via the Owner.

191 ©Copyright Golar LNG. All rights reserved. ARTICLE 37 MISCELLANEOUS PROVISIONS Entire Agreement 37.1 This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof and supersedes any previous undertakings, commitments, agreements, negotiations or representations whatsoever, whether oral or written, in respect of its subject matter. 37.2 Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. 37.3 Each Party agrees that the only remedy available to it in relation to representations, statements, assurances and warranties made in this Agreement shall be for breach of contract, in accordance with the relevant provisions of this Agreement. 37.4 Nothing in this Agreement purports to limit or exclude any liability for any fraud. Amendments 37.5 Except for Variation Orders (which shall be in the form set out in Article 10), no change, amendment or modification of this Agreement shall be valid or binding upon the Parties unless such change, amendment or modification is in writing and duly executed by both Parties. Notices 37.6 Any notice, demand, offer, or other written instrument required or permitted to be given in accordance with this Agreement shall be in writing signed by the Party giving such notice and shall be hand delivered or sent by a recognised overnight courier service, facsimile (with confirmation of receipt), e-mail (with confirmation of receipt) or registered post to the other Party at the address set forth below. 37.6.1 If delivered to the Owner: Golar MK II Corporation c/o Golar Management Ltd 6th Floor, The Zig Zag 70 Victoria Street London SW1E 6SQ United Kingdom Attention: Project Director Email: Morten.Skjong@golar.com with copy to gmllegal@golar.com

192 ©Copyright Golar LNG. All rights reserved. 37.6.2 If delivered to the Contractor: Yantai CIMC Raffles Offshore Ltd No.70 Zhifu East Road, Zhifu Islands, Yantai, Shandong, P.R. China, 264000 Attention: He Changhai / Shi Dahu Email: changhai.he@cimc-raffles.com / dahu.shi@cimc-raffles.com 37.7 Each Party shall have the right to change the place to which notice shall be sent or delivered by sending a similar notice to the other Party informing of such change. Notices shall be deemed to have been duly given on the date they are (i) hand delivered; (ii) sent by facsimile (with confirmation of receipt) or e-mail (with confirmation of receipt); (iii) sent by registered post; or (iv) sent by a recognized overnight courier service to the Party to whom the notice is to be given. 37.8 All communications between the Parties in connection with this Agreement will be in the English language. Severability 37.9 The invalidity of one or more provisions, phrases, sentences, clauses, Articles or Articles, Exhibit or Exhibits contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated. The Parties agree to replace the provision with a valid provision that achieves to the greatest possible extent the purposes of the original provision. No Waiver 37.10 Any failure or delay of either Party to enforce any of the provisions of this Agreement or to require compliance with any of its terms at any time during the term of this Agreement shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each such provision. A provision of this Agreement shall not be waived unless made in writing by an authorised representative of the waiving party. The United Nations Convention on Contracts for the International Sale of Goods 37.11 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or to the performance thereof or to any aspect of any dispute arising therefrom.

193 ©Copyright Golar LNG. All rights reserved. Successors and Assigns 37.12 This Agreement shall be binding upon the Parties, their successors and permitted assigns. Counterparts 37.13 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument. A Party may enter into this Agreement by executing any such counterpart (including by way of providing a pdf version of such counterpart in the first instance). No counterpart shall be effective until each Party has executed at least one counterpart. Limitations on Third Party Beneficiaries 37.14 Except for any provision of this Agreement providing for indemnification, defence or hold harmless of a Person who is not a party to this Agreement, which such Person shall be entitled to enforce directly under the Contracts (Rights of Third Parties) Act 1999, this Agreement does not give rise to any other rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 37.15 The rights of the Parties to terminate or vary this Agreement are not subject to the consent of any other Person. No Joint Venture 37.16 This Agreement establishes no joint venture or partnership between the Owner and the Contractor. Further Assurances 37.17 The Contractor and the Owner agree to provide such information, execute and deliver any such instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party that are not inconsistent with the provisions of this Agreement and that do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. Termination and Survival 37.18 The provisions of Article 1 , Article 3, Article 4, Article 11, Article 25, Article 26, Article 27, Article 28, Article 29, Article 30, Article 31, Article 32, Article 34, , Article 35, Article 36, Article 37 and any other Articles which are expressed to, or by their nature, survive any termination or expiry of this Agreement, including Exhibits relevant to the abovementioned Articles, shall survive any termination

194 ©Copyright Golar LNG. All rights reserved. or expiry of this Agreement (“Surviving Obligations”), except that Article 32 and Article 33 shall survive the termination of this Agreement for a period of six (6) years or for such longer period as set forth therein. Waiver of Immunity 37.19 The execution, delivery and performance of this Agreement constitute private and commercial acts. 37.20 To the extent that a Party may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before award or judgment, or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Party irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. Independent Contractor 37.21 The Contractor is independent Contractor and as such shall control the performance of the Work and shall be responsible for the results. The presence of and the observation, inspection and/or approval of the Work by the Owner shall not relieve the Contractor from its respective obligations and responsibilities under this Agreement. Neither the Contractor nor its Subcontractors shall be authorised to commit the Owner to any binding legal obligation. Cost of Preparing Agreement 37.22 Each Party shall bear its own costs and expenses incurred in connection with the preparation of this Agreement. 37.23 Each Party shall be responsible for the stamp duty assessed against it in connection with this Agreement.

195 ©Copyright Golar LNG. All rights reserved. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives. Houston, 17th September 2024 /s/ Karl Fredrik Staubo Golar MK II Corporation Name: Karl Fredrik Staubo Title: Attorney-in-fact WITNESS: /s/ Morten Skjong Name: Morten Skjong Title: Project Director /s/ Minggao Li Yantai CIMC RAFFLES OFFSHORE LTD. Name: Minggao Li Title: Vice President WITNESS: /s/ Zhengquan Wang Name: Zhengquan Wang Title: Assistant Marketing Director
Document
Exhibit 8.1
The following table lists the Company’s significant subsidiaries as at March 17, 2025. Unless otherwise indicated, the Company owns a 100% controlling interest in each of the following subsidiaries.
| Name | Jurisdiction of Incorporation |
|---|---|
| Gimi Holding Company Limited | Bermuda |
| Golar LNG Energy Limited | Bermuda |
| Golar Hilli LLC (1) | Marshall Islands |
| Golar Hilli Corporation (1) | Marshall Islands |
| Golar LNG 2216 Corporation | Marshall Islands |
| Gimi MS Corporation (2) | Marshall Islands |
| Golar MK II Corporation | Marshall Islands |
| Golar Management (Bermuda) Limited | Bermuda |
| Golar Management Limited | United Kingdom |
| Golar Management AS | Norway |
| Golar Viking Management D.O.O | Croatia |
(1) In February 2018, Golar Hilli LLC was incorporated with Golar as sole member. In July 2018, shares in Golar Hilli Corporation (a 89% owned subsidiary of Golar Hilli LLC) were exchanged for Hilli Common Units, Series A Special Units and Series B Special Units. In March 2023, Golar reacquired NFE’s 50% ownership interest in Hilli Common Units. In December 2024, we repurchased the remaining non-controlling interest in Hilli LLC. As at December 31, 2024, Golar effectively owns 100% of Hilli LLC.
(2) In November 2018, Gimi MS Corporation (“Gimi MS Corp”) was incorporated with Golar LNG as sole shareholder. In February 2019, the Gimi was transferred to Gimi MS Corp from Golar Gimi Corporation. In April 2019, First FLNG Holdings Pte. Ltd. (“First FLNG Holding”), an indirect wholly-owned subsidiary of Keppel Capital, acquired a 30% share in Gimi MS Corp.
* The above table excludes mention of the lessor variable interest entity (“lessor VIE”) that we have leased a vessel from under a finance lease. The lessor VIE is wholly-owned, newly formed special purpose vehicle (“SPV”) of a financial institution. While we do not hold any equity investment in this SPV, we have concluded that we are the primary beneficiary of the lessor VIE and accordingly have consolidated this entity into our financial results.
glngcodeofconduct

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 1 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Code of Conduct Introduction Golar has a strong commitment to honest and ethical conduct. Our core values are the foundation of our Code of Conduct (the “Code”), and underpin the way we work and interact with our customers, suppliers, colleagues, and communities: • We all work safely and keep others safe. • We are pioneers. • We are positive. • We are a team. • We do everything with integrity. • We all take responsibility and share accountability. • We keep things simple. Our code The Code outlines required standards and behaviours to help shape and strengthen our culture. All employees (whether contractors, fixed term or permanent, interns, seconded staff), directors, officers (all referred to as “Company Personnel”) are expected to uphold these high standards wherever in the world we conduct business, ensuring that honesty and integrity are maintained. Golar is committed to complying with all applicable laws and regulations in the countries in which it operates, national and international conventions, as well as with best practices, with regard to ethics, social responsibility, and protection of the environment. 2.1 Your responsibilities Employees and contractors are required to: Additionally, managers are required to: Failure to comply with the Code, and the policies and procedures to which it refers, will not be tolerated, and will result in disciplinary procedures being applied that may result in your dismissal from the Company.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 2 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. 2.2 Ethical dilemmas Each individual employee is responsible for complying with the Code and Company policies - we all have a responsibility to protect the Company’s and each other’s reputation in everything we do and say. If you are ever unsure about what to do and whether your actions could bring the Company into disrepute, you should ask yourself: You can also reach out to your line manager or the Risk & Controls and Legal teams if you are unsure about the correct course of action.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 3 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Protecting our people, supply chain and communities 3.1 Keeping everyone safe Safety and security for our Company Personnel and stakeholders has the highest priority. Our aspirational goal is zero harm to people, environment, and Company assets. To achieve this, we expect all Company Personnel to: • Stop our own or others work if considered unsafe. • Speaking up if we see anything we consider unsafe. • Listen to concerns raised by others. • Never take on work we are not qualified to perform. • Work according to company policies, procedures, and job instructions. • Report incidents with organizational learning as main focus. 3.2 Embracing diversity and inclusion Golar is committed to offering equal opportunities to everyone and prohibits discrimination and harassment against any employee or prospective employee. We strive to ensure equal treatment in recruitment, hiring, compensation, access to training, employee benefits and services, promotion, termination and retirement, irrespective of gender, race, colour, age, sexual preference, marital status, disability, religion or belief, language, national or social origin, ancestry, political opinion, or any other status recognised by international law. 3.3 Respectful treatment Golar is committed to making sure all Company Personnel feel respected and included. Being respectful means: • Respecting cultural differences. • Never harassing, threatening, or acting violently toward others. Harassment includes any conduct likely to cause offense or humiliation to any person. • Dealing honestly, ethically, and fairly with customers, suppliers, and competitors. • Never taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. • Encouraging and listening to anyone who speaks up and reporting any instances that breach our expectations for respectful treatment.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 4 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. 3.4 Modern slavery Golar is committed to ensuring that human rights are respected and promoted. All of us have a responsibility to help eliminate any exploitation of human rights such as child labour, human trafficking, and forced labour in our business or our supply chain. This includes, without limitation: • Not use, or benefit from child labour. Golar follows the International Labour Organisation’s (“ILO”) definition of minimum age for employment of 18 years. • Not use, or benefit from forced or involuntary labour, human trafficking, or modern slavery. All employees and contractors shall enjoy freedom of movement during their employment. Personal/employment documents or payment of compensation must not be withheld, thereby preventing such an employee from terminating their employment. • Comply with appropriate working hour requirements as established by national law or relevant collective agreements. • We do not support or deal with any person or business knowingly involved in slavery or human trafficking. 3.5 Respect freedom of association and collective bargaining Golar respects the rights of its Company Personnel to associate freely and to join trade unions and/or workers councils, or to engage in collective bargaining, in accordance with national law and international conventions. Protecting the environment Golar strongly believes that we must take responsibility for the environment we operate in. The Company will comply with all relevant local and national environmental laws and regulations, as well as all requirements for environmental licenses and permits. Golar has an environmental program driven by our sustainability strategy and goals, as set out in our ESG reporting. This program seeks to integrate environmental considerations in our activities and strive for continuous improvement, by minimising any adverse effects of our activities on the environment. You should take personal responsibility for environmental factors within your work, with reference to the Environmental Policy, Pollution Prevention Policy and other associated policies and guidance, which can be found in Docmap.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 5 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Countering corruption We are committed to instilling a strong anti-corruption culture, upholding all laws relevant to countering bribery and corruption, and supporting efforts to eliminate bribery and corruption in our industry. We have zero-tolerance approach to bribery and corruption and expressly prohibit the offering, giving, solicitation, or acceptance of any bribe, including facilitation payments. Particular care must be taken when interacting with Governments and Government officials, and you should always know who you are doing business with by following our due diligence procedures at the outset of a relationship. Never accept, give, or promise anything that could be interpreted as intending to improperly influence a governmental or commercial decision. Any bribery demands should be reported to your manager and the legal department. Corruption does not necessarily involve money. Anything of value, including gifts or entertainment, may be considered a bribe under certain circumstances. You should seek support if you feel that you are being pressured to breach the Policy under the guise of achieving other Company objectives. Further details on the following can be found in the Anti-Bribery and Corruption Policy (available in Docmap or on our website): • Guidance on interacting with governments, • Guidance on working with third parties, • Contributions and donations, • Gifts and hospitality, • Travel and lodging, • Facilitation payments, • Personal protection payments, and • Fraud.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 6 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Engaging fairly with business partners 6.1 Competing fairly Competition and anti-trust laws are often complex, but they exist to protect free enterprise and fair competition. You must take care to not enter into any inappropriate conversations or agreements with our competitors, including but not limited to fixing prices, rigging bids, or allocating customers. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other payments shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favourable action. Gifts and hospitality should be in line with our Anti-bribery and Corruption policy, which can be found in Docmap or on our website. 6.2 Responsible sourcing Golar has set out procurement policies and procedures which help us to choose our suppliers and business partners carefully and objectively. We want to work with supplies who share our commitments to quality, safety and ethical conduct, and for that reason we have established the Golar Supplier Code of Conduct. When engaging suppliers or business partners you must follow Procurement policy and procedures (which can be found in Docmap) and communicate to the supplier, ensure that they understand our expectations of them and take appropriate actions if those expectations are not met. 6.3 Conflicts of interest A conflict of interest exists if the actions of an employee are, or could reasonably appear to be, influenced by personal considerations, benefit, or gain. Therefore, you must: • Avoid any interest that conflicts or appears to conflict with the interests of the Company or that could reasonably be determined to harm the Company’s reputation. • Report any actual or potential conflict of interest immediately to your manager and adhere to instructions concerning how to address such conflict of interest; and • Be open about close friends or family members employed by competing businesses, customers, or key suppliers. 6.4 Corporate opportunities Employees and full-time contractors owe a duty to advance the legitimate interests of the Company when opportunities arise. You may not, to the detriment of the Company’s interests, take for yourself opportunities that are discovered through the use of corporate property, information, or position.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 7 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Appropriate conduct 7.1 Political activity You have the right to engage in lawful political activity in your personal capacity, including taking part in the political process and making personal donations. However, to protect Golar’s interests and reputation you must ensure that any personal political activities are kept separate from your role at Golar and that your views and actions are presented as your own and not those of Golar. Golar will not make donations or contributions of any kind to political parties, and therefore you must not use Golar funds or resources, including your time during Golar work hours, to help political campaigns, whether directly or indirectly. 7.2 Proper use of company assets The Company’s assets are only to be used for legitimate business purposes and only where appropriately authorised. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). We all have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient and appropriate use. If you become aware of any theft, waste, or misuse of the Company’s assets, you should report this in line with our Speak Up Policy. 7.3 Integrity of corporate records We all contribute to the recording of financial and non-financial information. It is essential that records of our transactions and business activities are complete and accurately reflect the facts. You are required to ensure that all transactions you are involved in are properly authorised, recorded, and reported where applicable in line with Company procedures. No undisclosed or unrecorded funds or assets shall be established for any purpose. We must also ensure that our public communications (including financial statements) are full, fair, accurate, timely, and understandable. The auditors are there to ensure the Company’s financial statements are free from material error – therefore you must provide them with all information they request, and must not take, nor direct or permit others to take, any action to fraudulently influence, coerce, manipulate, or mislead them in their audit or review of our financial statements. 7.4 Anti-money laundering Money laundering involves the use of proceeds of crime and/or the concealment of the criminal origin of money or assets within a legitimate business or business activities. Anti-money laundering laws are strict and may operate to impose criminal liability on any company or individual employee that assists in or enables money laundering to occur. You have a duty to report any suspicious activity to the legal department. Examples of potentially suspicious activity: • Any transactions where the basic details of the parties cannot be checked or verified.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 8 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. • Payments that are made in currencies other than that specified in the invoice, contract or purchase order; • Attempts to receive or make payments in cash or its equivalents, such as cashier checks; • Requests to make overpayments; and • Transactions that are made through unknown or unnecessary intermediaries or transactions that are accompanied by a request for secrecy.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 9 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. Protecting our information 8.1 Confidentiality and privacy It is important that everyone protects the confidentiality of Company information. You may have access to proprietary and confidential information concerning the Company’s business, clients and suppliers. Proprietary information includes all non-public information that might be useful to competitors or could be harmful to the Company, our clients or suppliers, if disclosed. Intellectual Property, such as trade secrets, development plans, salaries and other employment information etc, must also be protected. You are required to keep such information confidential during employment as well as thereafter, and to not use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Company Personnel concerned can be severe where there is unauthorized disclosure of any non-public, privileged, or proprietary information. 8.2 Electronic communications We expect everyone to follow the following rules for electronic communications: • You should use electronic communications for business purposes only, and refrain from using the Company’s electronic communications for personal use; • Your communications should be professional, timely, and where applicable approved; • You must not disclose information about Golar’s business activities unless you are authorized to do so. This applies to what you say, as well as what you write; • Make no statements which could have a negative impact on Golar’s brand or reputation; • Make no personal comments which could be interpreted as a comment or endorsement by Golar; • Respect our Confidentiality, Privacy and Media Handling Policy and ensure confidential information is kept confidential; • Avoid using ephemeral messaging apps for business purposes (e.g. Snapchat and WhatsApp), with the limited exception of confirming meeting logistics; and • Avoid communicating any business-related information on personal, rather than business, email addresses. There rules are not intended to be exhaustive, and if in doubt you should consider how your communication reflects on Golar, use common sense and respect applicable laws and regulations. 8.3 Corporate communications Only certain designated employees and full-time contractors may discuss the Company with the news media, securities analysts, and investors. All inquiries from regulatory authorities or government representatives should be referred to the appropriate manager. If you are exposed to media contact, you must not comment on rumours or speculation regarding the Company’s activities. 8.4 Insider trading The Company’s shares are listed on the NASDAQ stock market, and accordingly, the Company is subject to a number of laws regarding employee transactions in Golar shares and securities. In particular, you may become aware of inside information (information, which is not publicly available, is share price sensitive and would be considered relevant to an investor when deciding whether to invest in Golar). It is illegal for you, or your

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 10 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. family members, to trade in Golar securities while in possession of inside information and doing so can result in severe penalties. To assist you in complying with these laws, we have developed an Insider Trading Policy which applies to all employees, full-time contractors, and consultants of the Company. You can find the policy in Docmap. 8.5 Personnel data All personal data shall be treated in accordance with the Golar Management Ltd Privacy Notice which is available on Docmap.

Code of Conduct Rev: 4 Date: 19/11/2024 Doc ID: ORG 0040 Page: 11 Doc Type: Policies Doc Owner: SOX Manager ©Copyright Golar Management AS. All rights reserved. CONTACT 9.1 Questions If you have any questions about this policy or the correct course of action, you can reach out to your line manager or the Legal team. 9.2 Raising a concern Golar expects employees, contractors, and third-party agents to raise concerns of potential or actual violations of Golar policy pursuant to the procedures outlined in the Speak Up Policy, which can be found in Docmap or on our website. We take all matters of malpractice, improper action, or wrongdoing very seriously, and we handle reviews of such matters as confidentially as possible. Individuals who raise any matters of genuine concern shall not face any retaliation, even if the Company does not find evidence to corroborate the concerns raised.
insidertradingpolicy2024

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 1 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. INSIDER TRADING POLICY 1 Purpose Golar LNG Limited (“the Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, employees, and consultants comply with applicable securities laws and avoid the perception of insider trading. 2 Scope • This Policy applies to directors, officers, employees, and consultants who may receive or be aware of information that is Material and Non-Public regarding the Company and its Business Partners, as well as their family members and others in their households (referred to in this Policy as “Insiders”). This Policy also applies to any person who receives Material, Non-Public information from an Insider. • Except as specifically excluded below, this Policy applies to any and all transactions in the Company’s Shares and other publicly traded securities, or transactions in the securities of customers, joint-venture or strategic partners and suppliers of the Company. 3 Trading Prohibition 3.1 Generally prohibited activities a. Trading in Company Securities: i. No Insider may buy, sell, or otherwise trade in Company Securities while aware of Material, Non-Public information about the Company. ii. No Insider may buy, sell, or otherwise trade in Company securities during a Blackout Period (refer section 3.2 below). iii. No Insider may engage in transactions which are speculative in nature and therefore create the appearance of being based on Material, Non-Public information. Such transactions include (1) short sales of Company securities; (2) puts, calls or other derivative transactions; and (3) hedging transactions including forward sale or purchase contracts equity swaps, collars or exchange funds. b. Tipping and Giving Trading Advice: i. No Insider shall disclose or tip Material, Non-Public information to any other person where the Material, Non-Public information may be used by that person to their profit by trading in Company Securities, nor shall the Insider make recommendations or express opinions regarding trading in Company Securities based on Material, Non- Public information.

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 2 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. ii. Insiders are not authorized to recommend the purchase or sale of Company Securities, or give trading advice of any kind about the Company, to any other person whether or not such Insider is aware of Material, Non-Public information. c. Trading in Securities of Business Partners: i. All insiders should treat Material, Non-Public information about business partners (customers, joint venture or strategic partners, vendors or suppliers of the Company) with the same care required with respect to Material, Non-Public information related directly to the Company. ii. No Insider may, while in possession of Material, Non-Public information about any other public company gained in the course of employment with the Company, (a) trade in the securities of the other public company, (b) “tip” or disclose such material nonpublic information concerning that company to anyone, or (c) give trading advice of any kind to anyone concerning the other public company. 3.2 Blackout Period The Company establishes Blackout Periods, during which Insiders are prohibited from trading in Company Securities, during periods where Insiders will often be aware of Material, Non-Public Information. These Blackout Periods are designed to protect Insiders from the appearance of improper insider trading and support them in complying with applicable federal and state security laws. Even outside of a Blackout Period, any Insider aware of Material, Non-Public Information should not engage in a transaction in Company Securities until the information becomes public or is no longer Material. Trading in Company Securities outside of a Blackout Period should not be considered a “safe harbor,” and all Insiders should use good judgment at all times. a. Quarter-End Blackout Period: During preparation of our financial results for each fiscal quarter, Insiders will often be aware of Material, Non-Public information about the expected financial results of the Company. Therefore, a Blackout Period starts from the close of the market on the fifth day following the end of each fiscal quarter and ends one full Trading Day after the Company’s public disclosure of the financial results for that fiscal quarter. b. Other Blackout Periods: From time to time, the Company may announce other Blackout Periods because of developments known to the Company but not yet disclosed to the Public. In these instances, the Blackout Period will end once the information has been known publicly for at least one full Trading Day. During such periods, Insiders should not disclose to others that a Blackout Period or trading suspension is in place.

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 3 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. 3.3 Additional Restrictions Applicable to the Window Group The Company has determined that certain Insiders (the “Window Group”) must not trade in Securities, even during a Trading Window, without first complying with the Company’s “pre-clearance” process, as set out in Section 5 below. The Window Group consists of the members of the Board, all individuals members of Senior Management and other Key Employees identified by the Clearing Responsible. 3.4 Exceptions This Policy does not apply in the case of the following transactions, except as specifically noted: a. Option Exercises. This Policy does not apply to the exercise of an employee option acquired pursuant to an equity incentive plan of the Company or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold Securities subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of Securities as part of a broker-assisted cashless exercise of an option, or any other market sale to generate the cash needed to pay the exercise price of an option. b. Restricted Unit Awards. This Policy does not apply to the vesting of restricted units or the exercise of a tax withholding right where the Insider elects to have the Company withhold Securities to satisfy tax withholding requirements upon the vesting of any restricted units. The Policy does apply, however, to any market sale of restricted units. c. Bona Fide Gifts. Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell Securities while the Insider is aware of Material, Non-Public information, or the person making the gift is in the Window Group and the sales by the recipient of Securities occur during a Blackout Period. d. Mutual Funds. Transactions in mutual funds that are invested in Securities are not transactions subject to this Policy. e. Rule 10b5-1 Plans. This Policy does not apply to transactions effected pursuant to a 10b5-1 plan (i) approved in writing in advance by the CEO of Golar Management and (ii) entered into at a time when the person executing the 10b5-1 plan is not in possession of Material Non- Public Information concerning the Company or Business Partners. 4 Determining whether information is material and non-public 4.1 Definition of “Material” Information It is not possible to define all categories of material information. However, in general, information should be regarded as “Material” if there is a substantial likelihood that a reasonable investor would consider the information significant when making an investment decision to buy, hold or sell Securities. Information that is likely to affect the price of an entity’s securities is almost always Material. It is also important to remember that either positive or negative information may be Material. It is important to remember that if securities transactions become the subject of scrutiny, they will be viewed after-the-fact and with the benefit of hindsight, including whether the Company’s stock price changed once

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 4 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. the information became public. Therefore, before engaging in any securities transaction, you should consider carefully how the Securities and Exchange Commission (the “SEC”) and others might view your transaction in hindsight and with all of the facts disclosed. Whilst if may be difficult under this standard to determine every type of information which could be deemed “material”, common examples of Material information include: • Financial performance, including unpublished financial results (annual, quarterly or otherwise), unpublished projections of future earnings or losses or significant changes in liquidity; • News of a significant merger, joint venture, acquisition (including the acquisition of a vessel) or a sale of significant assets; • News of commercial developments, including entry into a new charter, final investment decision on a new project or the gain or loss of a substantial customer; • News of a major operational incident including vessel causality, collision or grounding; • Significant changes in Senior Management • A significant cybersecurity incident or any other significant disruption in the operations of the Company; or loss, potential loss, breach, or unauthorized access of the property or assets of the Company, whether at its facilities or through its information technology infrastructure; • New equity or debt offerings; • Significant developments in litigation or regulatory proceedings; • An imminent change in the credit rating of the Company or any of its subsidiaries. 4.2 Definition of “Non-Public” Information Information is “non-public” if it has not been previously disclosed to the general public and is otherwise not generally available to the investing public. “Public information” is information widely disseminated in a manner to make it generally available to the investing public, and the investing public must have had time to absorb the information fully. Generally, one should allow one full Trading Day following publication as a reasonable waiting period before information is deemed to be public. 5 Pre-clearance procedure for members of the “window group” 5.1 Request for Clearance No member of the Window Group may enter into any trade in Company Securities without obtaining clearance from the Clearing Responsible. Request for clearance shall be made in writing to the Clearing Responsible, in the form added as appendix. The member of the Window Group is required to certify to the Clearing Responsible that they have properly investigated whether there exists Material, Non-Public information regarding the Company prior to requesting clearance. If the member of the Window Group is at all uncertain as to whether any information they have is

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 5 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. Material, Non-Public information they must disclose this to the Clearing Responsible at the time of requesting clearance. 5.2 The Clearing Responsible The Company has designated the Chief Financial Officer (“CFO”) as Clearing Responsible for the Window Group. Clearing Responsible for the CFO is the Chief Executive Officer (“CEO”). 5.3 Procedure for Clearance Before answering a request for clearance, the Clearing Responsible shall properly investigate whether clearance can be granted. This investigation must be conducted without undue delay. If the Clearing Responsible finds that there exists Material, Non-Public information, the request for clearance will be denied. If no Material, Non-Public information exists it shall be approved. The request for clearance must be responded to in writing by the Clearing Responsible without undue delay in the form added as appendix. No reason shall be given if a request for clearance is denied. The clearance of a proposed trade by the Clearing Responsible does not constitute legal advice or otherwise acknowledge that a member of the Window Group does not possesses Material, Non-Public information. Insiders must ultimately make their own judgments regarding, and are personally responsible for determining, whether they are in possession of Material, Non-Public information. 5.4 Hardship Trades The guidelines specified in this Section 5 may be waived, at the discretion of the Clearing Responsible, if compliance would create severe hardship or prevent an Insider from complying with a court order, as in the case of a divorce settlement. Any exception approved by the Clearing Responsible must be reported immediately to the Audit Committee of the Board. 5.5 Effect of Clearance Subscription, purchase, sale, or exchange of Securities is only considered cleared if a binding agreement is concluded within 7 days of the clearance date. If a binding agreement is not concluded within this period, a new clearance is required. 6 Penalties for Insider Trading under U.S. Law Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all the penalties listed below, even if they do not personally benefit from the violation. Penalties may include, without limitation, the following: For individuals who trade on Material, Non-Public information (or tip information to others): • A civil penalty of up to three times the profit gained, or loss avoided resulting from the violation; • A criminal fine of up to $5.0 million (no matter how small the profit); and/or • A jail term of up to 20 years.

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 6 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading: • A civil penalty of up to the greater of $1.0 million or three times the profit gained, or loss avoided resulting from the Insider’s violation; • A criminal penalty of up to $25.0 million; and/or • The civil penalties may extend personal liability to the company’s directors, officers, and other supervisory personnel if they fail to take appropriate steps to prevent Insider trading. 7 Questions or concerns You should read this Policy carefully. If you have any questions or concerns regarding this Policy, you should contact the Clearing Responsible. APPENDIX I. REQUEST FOR CLEARANCE OF TRADING IN SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Clearing Responsible) From: (the Window Group Member / other) Date: I, the undersigned, have properly investigated whether there exists Material, Non-Public information related to Golar LNG Limited as defined in the Insider Trading Policy. I request clearance of subscription for/purchase, sale/exchanges of (circle one): Shares Units Options Futures / forwards / or other financial instruments (signature)

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 7 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. APPENDIX II. CLEARANCE OF TRADING SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Window Group Member / other) From: (the Clearing Responsible) Date: Reference is made to your request for clearance dated I hereby inform you that your subscription for/purchase/sale or exchange of the Securities listed in the request have been cleared. The clearance only applies if the transaction thus cleared is concluded within 7 days after the date hereof. If not, a new clearance must be obtained. (signature)

Insider Trading Policy Rev: 4 Date: 19/11/2024 Doc ID: ORG 0020 Page: 8 Doc Type: Policies Doc Owner: Chief Financial Officer ©Copyright Golar Management AS. All rights reserved. APPENDIX III. DENIAL OF REQUEST FOR CLEARANCE OF TRADING IN SECURITIES ISSUED BY GOLAR LNG LIMITED To: (the Window Group Member / other) From: (the Clearing Responsible) Date: Reference is made to your request for clearance dated ___________________________ to the undersigned. I hereby inform you that clearance as requested cannot be granted. (signature)
Document
Exhibit 12.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Karl Fredrik Staubo, certify that:
I have reviewed this annual report on Form 20-F of Golar LNG Limited;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
- The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 27, 2025
| /s/ Karl Fredrik Staubo |
|---|
| Karl Fredrik Staubo |
| Principal Executive Officer |
Document
Exhibit 12.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Eduardo Maranhão, certify that:
I have reviewed this annual report on Form 20-F of Golar LNG Limited;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
- The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 27, 2025
| /s/ Eduardo Maranhão |
|---|
| Eduardo Maranhão |
| Principal Financial Officer |
Document
Exhibit 13.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Karl Fredrik Staubo, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
Date: March 27, 2025
/s/ Karl Fredrik Staubo
_____________________________________________
Karl Fredrik Staubo
Principal Executive Officer
Document
Exhibit 13.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of Golar LNG Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Eduardo Maranhão, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
Date: March 27, 2025
/s/ Eduardo Maranhão
_____________________________________________
Eduardo Maranhão
Principal Financial Officer
Document
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
1.Registration Statement (Form F-3 No. 333-271027) of Golar LNG Limited and in the related Prospectus, and
2.Registration Statement (Form S-8 No. 333-221666) pertaining to Long-Term Incentive Plan of Golar LNG Limited;
of our reports dated March 27, 2025, with respect to the consolidated financial statements of Golar LNG Limited and the effectiveness of internal control over financial reporting of Golar LNG Limited, included in this Annual Report (Form 20-F) of Golar LNG Limited for the year ended December 31, 2024.
/s/ Ernst & Young LLP
London, United Kingdom
March 27, 2025