FLNG FLEX LNG Ltd

DIVIDEND REINVESTMENT PLAN

$100 Million Ordinary Shares, $0.10 Par Value

We are an owner and commercial operator of fuel efficient, fifth generation LNG carriers. With this prospectus we are offering you the opportunity to participate in our Dividend Reinvestment Plan, or the “Plan.” The Plan allows our existing shareholders to increase their holdings of our ordinary shares and gives new investors an opportunity to make an initial investment in our ordinary shares.

PLAN HIGHLIGHTS

Investing in our ordinary shares involves risks. You should consider certain risk factors before enrolling in the Plan. See “Risk Factors” on page 5 of this prospectus and the documents incorporated herein by reference for more information. We suggest you retain this prospectus for future reference.

Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) and the Oslo Stock Exchange (“OSE”) under the symbol “FLNG.” The last reported sales price of our ordinary shares on November 30, 2022 was $37.62.

Unless specifically noted otherwise in this prospectus, all references to “we,” “us,” “our,” or the “Company” refer to FLEX LNG Ltd. and its subsidiaries.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is November 30, 2022.

DESCRIPTION OF THE PLAN

1. What is the Plan?

Our Dividend Reinvestment Plan, or the Plan, enables new investors to make an initial investment in our ordinary shares and existing investors to increase their holdings of our ordinary shares. Participants can purchase our ordinary shares with optional monthly cash investments and/or cash dividends. Enrollment in the Plan is voluntary and may not be available to investors in certain countries. Investors holding their shares outside of the United States will be required to transfer their shares to a U.S. registry prior to participation in the Plan. Each participant is responsible for reviewing the applicable laws of his or her country of residence prior to enrolling in the Plan.

The Plan is designed for long-term investors who wish to invest and build their share ownership over time. The Plan is not intended to provide holders of ordinary shares with a mechanism for generating assured short-term profits through rapid turnover of shares acquired at a discount. The Plan’s intended purpose precludes any person, organization or other entity from establishing a series of related accounts for the purpose of conducting arbitrage operations and/or exceeding the optional monthly cash investment limit.

We reserve the right to modify, suspend or terminate participation by a shareholder who is using the Plan for purposes inconsistent with its intended purpose.

2. What features does the Plan offer?

Initial investment. If you are not an existing shareholder, you may make an initial investment in our ordinary shares, starting with as little as $250 and up to a maximum of $10,000. See “7. How do I enroll if I am not currently a shareholder?” below for more information.

Optional monthly cash investments. Once you are enrolled in the Plan, you can buy our ordinary shares and pay fees and commissions lower than those typically charged by stockbrokers for small transactions. You can increase your holdings of our ordinary shares through optional monthly cash investments of $100 or more, up to a maximum of $10,000 per month. You may make optional monthly cash investments by check or electronically with deductions from your personal bank account — either in a single transaction or automatically each month. If you wish to make optional monthly cash investments in excess of $10,000 in any month or an initial investment in excess of $10,000, see “9. What are my options for additional cash investments once I am enrolled in the Plan?” below for more information.

Automatic dividend reinvestment. You can also increase your holdings of our ordinary shares through automatic reinvestment of your cash dividends. You will also be credited with dividends on fractions of ordinary shares you hold in the Plan. You can elect to reinvest all or a portion of your dividends. You can receive, electronically or by check, any portion of dividends not reinvested by you. See “5. How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in my own name?” and “10. What are my reinvestment options?” below for more information.

Share safekeeping. You can deposit your share certificate representing ordinary shares for safekeeping with the Plan Administrator. See “21. Can I deposit share certificates for safekeeping?” below for more information.

Automated transactions. You can execute many of your Plan transactions on-line. See “18. May I enroll, view my account information, and execute transactions online?” below for more information.

Refer to “8. What are the fees associated with participation?” below for details on fees charged for these transactions and services.

3. Who is the Plan Administrator and what does the Plan Administrator do?

Computershare Trust Company, N.A. (“Computershare”) is the Plan Administrator. The Plan Administrator, as designated agent for each participating shareholder, administers the Plan, keeps records, sends statements of account activity to each participant and performs other duties relating to the Plan. The Plan Administrator holds for safekeeping the ordinary shares purchased for you together with ordinary shares forwarded by you to the Plan Administrator for safekeeping until termination of your participation in the Plan or receipt of your request for a certificate for all or part of your ordinary shares. Ordinary shares purchased under the Plan and held by the Plan Administrator will be registered in the Plan Administrator’s name or the name of its nominee, as your agent. In the event that the Plan Administrator should resign or otherwise cease to act as agent, we will appoint a new administrator to administer the Plan.

The Plan Administrator also acts as dividend disbursing agent, transfer agent and registrar for our ordinary shares.

We and the Plan Administrator will not be liable in administering the Plan for any act done in good faith or as required by applicable securities laws or for any good faith omission to act including, without limitation, any claim or liability arising out of failure to terminate your account upon your death, or with respect to the prices at which ordinary shares are purchased for your account and the times when such purchases are made or with respect to any fluctuation in the market value after purchase or sale of ordinary shares. Neither we nor the Plan Administrator shall have any duties, responsibilities or liabilities except such as are expressly set forth in the Plan.

4. How do I contact the Plan Administrator?

If you have questions regarding the Plan, please write to the Plan Administrator at the following address:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3003

Or call the Plan Administrator at:

1-800-736-3001 if you are inside the United States or Canada (toll free),

1-781-575-3100 if you are outside the United States or Canada, or

1-800-231-5469 for the hearing impaired (TDD).

An automated voice response system is available 24 hours a day, 7 days a week. Customer service representatives are available from 9:00 a.m. to 7:00 p.m., Eastern Time, Monday through Friday (except holidays).

Include your name, address, daytime telephone number, Account Number and reference FLEX LNG Ltd. on all written correspondence.

In addition, you may visit the Computershare website at www.computershare.com/investor. At this website, you can enroll in the Plan, obtain information, and perform certain transactions on your Plan account via Investor Center.

5. How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in my name?

If you already own our ordinary shares and the ordinary shares are registered in your name, you may participate in the Plan immediately. You may participate by choosing to reinvest all or part of your quarterly dividend, if any, or by making an additional cash investment. Please see “9. What are my options for additional cash investments once I am enrolled in the Plan?” below for details regarding optional monthly cash investments and “10. What are my reinvestment options?” below for details regarding the different reinvestment elections you may make under the Plan. You can enroll online through Investor Center at www.computershare.com/investor or by requesting, completing and returning an enrollment form to the Plan Administrator in the envelope provided. Your participation will begin promptly after your authorization is received. Once you have enrolled, your participation continues automatically until either you elect to withdraw from the Plan or the Plan is terminated by us.

If you need to obtain an enrollment package, contact the Plan Administrator at 1-800-736-3001 if you are inside the United States or Canada, 1-781-575-3100 if you are outside the United States or Canada, or 1-800-231-5469 for the hearing impaired (TDD). While there is no cost to enroll in the Plan, please refer to “8. What are the fees associated with participation?” for more information on purchase, reinvestment and sale fees, and other expenses.

6. My shares are held in “street name.” How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in the name of my broker, bank or other nominee?

If your ordinary shares are registered in the name of a broker, bank or other nominee, you should contact that institution and discuss with it whether it can arrange for you to participate in the Plan. If the broker, bank or other nominee cannot arrange for you to participate in the Plan, you should arrange for the broker, bank or other nominee to register in your name the number of ordinary shares that you want to participate in the Plan or have the ordinary shares electronically transferred into your own name through the Direct Registration System. You can then enroll in the Plan, as described in “5. How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in my name?” above. Alternatively, if you do not want to re-register your ordinary shares, you can enroll in the Plan in the same way as someone who is not currently a shareholder, as described in “7. How do I enroll if I am not currently a shareholder?” below. However, even if you enroll in the Plan by making an investment as described in “7. How do I enroll if I am not currently a shareholder?”, any existing ordinary shares that are not registered in your name will not be able to participate in the Plan.

7. How do I enroll if I am not currently a shareholder?

If you do not currently own any of our ordinary shares (or you are an existing shareholder that is not enrolled in the Plan and your ordinary shares are not registered in your name), you can participate by making an initial cash investment through the Plan for as little as $250 and up to a maximum of $10,000. Your initial investment can be made using one of the following options:

Via on-line enrollment through Investor Center at

www.computershare.com/investor and:

opening your account on-line with your initial investment of $250 or more by making a one-time online individual electronic investment from your U.S. checking or savings account; or

Via the Enrollment Form and:

submitting it to the Plan Administrator, and making one payment (minimum of $250) by check payable to FLEX LNG Ltd./Computershare.

If you need to obtain an enrollment form, contact the Plan Administrator at 1-800-736-3001.

Please refer to “8. What are the fees associated with participation?” for more information on enrollment, purchase, reinvestment and sale fees, and other expenses.

8. What are the fees associated with participation?

You will not be charged an enrollment fee if you enroll in the Plan in the manner described in “5. How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in my name?”

You will not be charged an enrollment fee if you enroll in the Plan by having your broker, bank or other nominee make arrangements for you to participate in the Plan as described in “6. My shares are held in “street name.” How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in the name of my broker, bank or other nominee?” However, you will be responsible for any costs incurred in connection with such arrangement and any fees charged by your broker, bank or other nominee.

You will be charged a $10.00 enrollment fee if you enroll in the Plan by making an initial cash investment as described in “7. How do I enroll if I am not currently a shareholder?”

Once enrolled in the Plan, you will be charged a fee of 5% of any dividend reinvested under the Plan up to a maximum of $5.00. You will be charged a $5.00 processing fee for each optional additional cash investment made through the Plan by check as described in “9. What are my options for additional cash investments once I am enrolled in the Plan?”.

If you choose to make any payments to the Plan electronically through your bank account, you will be charged a $3.50 processing fee for one-time online individual electronic investment, and a $2.00 processing fee for each recurring monthly deduction made from your bank account for optional additional cash investments. You will also be responsible for any other costs your bank may charge in connection with deductions from or payments made to your bank account.

For all shares purchased through the plan from open market sources you will be charged a fee of $0.05 per share purchased. This fee includes any brokerage commissions the Plan Administrator is required to pay. Any fractional share will be rounded up to a whole share for purposes of calculating the per share processing fee.

If you request that your ordinary shares that are subject to the Plan shall be sold, you will receive the proceeds less a service fee and per share processing fees. Please see “22. How do I sell my Plan shares?” for information relating to the sale of ordinary shares that are subject to the Plan and associated fees for selling through the Plan. If you choose to sell your ordinary shares that are subject to the Plan through a stockbroker of your choice, you will be responsible for any fees or costs your broker may charge in connection with the transfer of your ordinary shares to such stockbroker and applicable stock transfer taxes.

A $35 fee will be assessed for any check or bank debit that is returned for insufficient funds. We can change the fee structure of the Plan at any time.

9. What are my options for additional cash investments once I am enrolled in the Plan?

Once you are enrolled in the Plan, you may purchase additional ordinary shares through optional cash investments, regardless of whether dividends are being reinvested. Optional cash investments may not be less than $100, and the total of all optional cash investments submitted by an individual shareholder may not exceed $10,000 in any month, unless a waiver has been requested and granted as described in “11. Request for Waiver for Optional Monthly Cash Investments and Initial Investments in Excess of $10,000.” The $100 minimum applies only to optional cash investments by existing Plan participants. New investors or existing shareholders making an initial investment in order to enroll in the Plan as described in “6. My shares are held in “street name.” How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in the name of my broker, bank or other nominee?” and “7. How do I enroll if I am not currently a shareholder?” must make an initial investment of not less than $250. There is no obligation either to make an optional cash investment or to invest the same amount of cash for each investment.

Check. You may make optional monthly cash investments by sending a check to the Plan Administrator payable to FLEX LNG Ltd. / Computershare. To facilitate processing of your investment, please use the transaction stub attached to your Plan statement. Mail your investment and transaction stub to the address specified on the stub. The Plan Administrator will not accept cash, traveler’s checks, money orders or third party checks for optional cash purchases. Please see “8. What are the fees associated with participation?” above for all other applicable Plan fees.

One-Time and Automatic Monthly Withdrawals. If you already own ordinary shares and are enrolled in the Plan and want to make additional monthly purchases, you can also authorize automatic monthly deductions from your bank account by completing a Direct Debit Authorization Form, or by enrolling online after you access your account through Investor Center at www.computershare.com/investor. This feature enables you to make ongoing investments in an amount that is comfortable for you, without having to write a check. The amounts you have authorized will be withdrawn from your bank account on the 23^rd day of each month, or the next business day if the 23^rd is not a business day. You can also make individual automatic deductions from your bank account through Investor Center. You will be responsible for all processing fees and any other costs your bank may charge in connection with deductions from your bank account. Please see “8. What are the fees associated with participation?” above for all applicable Plan fees.

In the event that any check or other deposit is returned unpaid for any reason or your pre-designated bank account does not have sufficient funds for an automatic debit, the Plan Administrator will consider the request for investment of that purchase null and void. The Plan Administrator will immediately remove from your account any shares already purchased in anticipation of receiving those funds and will sell such shares. If the net proceeds from the sale of those shares are insufficient to satisfy the balance of the uncollected amounts, the Plan Administrator may sell additional shares from your account as necessary to satisfy the uncollected balance. There is a $35.00 charge for any check, electronic funds transfer or other deposit that is returned unpaid by your bank. This fee will be collected by the Plan Administrator through the sale of the number of shares from your Plan account necessary to satisfy the fee.

Please see “23. How do I discontinue participation in the Plan?” for information on discontinuing participation in the Plan.

10. What are my reinvestment options?

You may change your investment options by contacting the Plan Administrator. Please see “4. How do I contact the Plan Administrator?” for contact details.

A shareholder whose ordinary shares are registered in the name of a broker, bank or other nominee must make arrangements to have the broker, bank or other nominee participate on their behalf or register in the shareholder’s name the number of ordinary shares he or she wants to participate in the Plan or have the ordinary shares electronically transferred into your own name through the Direct Registration System. Please see “6. My shares are held in ”street name”. How do I enroll in the Plan if I am an existing shareholder and my ordinary shares are registered in the name of my broker, bank or other nominee?” for more information.

11. Request for Waiver for Optional Monthly Cash Investments and Initial Investments in Excess of $10,000

General

If you want to make optional monthly cash investments in excess of $10,000 in any month or an initial investment in excess of $10,000, you must receive our written approval. To obtain our written approval, you must submit a request for waiver form. You can obtain a request for waiver form by contacting us at 1-800-715-6374 and upon completion, send it to us at FLEX LNG Ltd., c/o FLEX LNG Management AS, Bryggegata 3, P.O. Box 1327 Vika, 0250 Oslo, Norway. We have the sole discretion to approve or refuse any request to make an optional monthly cash investment or initial investment in excess of the maximum amount and to set the terms of any such optional monthly cash investment or initial investment.

If we approve your request for waiver, we will notify you promptly. In deciding whether to approve a request for waiver, we will consider relevant factors, including, but not limited to, the following:

If requests for waiver are submitted for an aggregate amount in excess of the amount we are then willing to accept, we may honor such requests in order of receipt, pro rata or by any other method that we determine to be appropriate. We may determine, in our discretion, the maximum amount that an existing shareholder or new investor may invest pursuant to the Plan or the maximum number of ordinary shares that may be purchased pursuant to a request for waiver.

12. Purchases and Pricing of Ordinary Shares Purchased Pursuant to a Request for Waiver

If a request for waiver is approved, the price of ordinary shares purchased pursuant to the request for waiver will be determined using a pricing period of not less than one (1) but not more than ten (10) trading days commencing on a date set by us as the first day of the pricing period. Each of these separate dates will be a “waiver investment date,” or the Waiver Investment Date, and an equal proportion of your optional cash payment or initial investment, as applicable, will be invested on each trading day during such pricing period, subject to the qualifications listed below. The Plan Administrator will apply all good funds received on or before the first business day before the pricing period to the purchase of ordinary shares on the Waiver Investment Date. Funds received after the pricing period begins will be returned to you. For purposes of determining the price per common share on the Waiver Investment Date, the purchase price for shares will be equal to (subject to change as provided below) the consolidated volume weighted average price, rounded to four decimal places, of our ordinary shares obtained from Bloomberg, LP for the trading hours from 9:30 a.m. to 4:00 p.m., Eastern time, for the applicable Waiver Investment Date. For clarity, this will include the last trade, even if reported after 4:00 p.m. The purchase price on any Waiver Investment Date may be reduced by the waiver discount, if any.

For any pricing period, we may establish a minimum purchase price per common share, referred to as the threshold price, applicable to optional cash investments and initial investments made pursuant to a request for waiver. At least three (3) business days prior to the first day of the applicable pricing period, we will decide whether to establish a threshold price, and if so, its amount. We will notify the Plan Administrator as to the amount of the threshold price, if any. We will make this determination at our discretion after a review of current market conditions, the level of participation in the Plan and our need for additional funds.

If a threshold price is established for any pricing period, it will be fixed as the consolidated volume weighted average price, rounded to four decimal places, of our ordinary shares as obtained from Bloomberg, LP for the trading hours from 9:30 a.m. to 4:00 p.m., Eastern time, for each trading day of such pricing period. In the event that the threshold price is not satisfied for a trading day in the pricing period, then that trading day will be excluded from the pricing period. In addition, we will exclude from the pricing period any trading day in which no trades of ordinary shares are made on the New York Stock Exchange.

In addition, a portion of each optional monthly cash investment or initial investment made pursuant to a request for waiver will be returned for each trading day of a pricing period in which the threshold price is not satisfied or for each trading day in which no trades of our ordinary shares are reported on the New York Stock Exchange. The amount returned will be equal to a pro rata portion of the amount of the optional cash investment or initial investment (not just the amount in excess of $10,000) for each trading day that the threshold price is not satisfied or in which no trades of our ordinary shares are reported. For example, for a five-day pricing period, if the threshold price is not satisfied or no trades of our ordinary shares are reported for one of the five trading days in the pricing period, then 1/5 (or 20%) of the optional cash investment or initial investment will be returned without interest.

The establishment of the threshold price and the possible return of a portion of an optional cash investment or initial investment applies only to optional cash investments and initial investments made pursuant to a request for waiver. Setting a threshold price for a pricing period will not affect the setting of a threshold price for a subsequent pricing period. We may waive our right to set a threshold price for any pricing period. Neither we nor the Plan Administrator is required to provide you with any written notice as to the threshold price for any pricing period. You may contact us at 1-800-715-6374 to find out if a threshold price has been fixed or waived for any given pricing period.

For each pricing period, we may establish a discount from the market price applicable to optional cash investments and initial investments made pursuant to a request for waiver. This waiver discount, if any, will range from 0% to 5% of the purchase price and may vary for each pricing period. The waiver discount, if any, will be established at our sole discretion after a review of current market conditions, the level of participation in the Plan, the attractiveness of obtaining additional funds through the sale of our ordinary shares as compared to other sources of funds and our need for additional funds. You may obtain information regarding the maximum waiver discount, if any, by contacting us at 1-800-715-6374. Setting a waiver discount for a particular pricing period will not affect the setting of a waiver discount for any subsequent pricing period. The waiver discount will apply to the entire optional cash investment or initial investment made pursuant to a waiver and not just the portion in excess of $10,000. The discount, if any, will not apply to reinvested dividends, or initial investments or optional cash investments that are not made pursuant to a request for waiver.

We will only establish a threshold price or waiver discount for ordinary shares that are purchased directly from us.

13. Pricing Period Extension Feature

We may elect to activate for any particular pricing period the pricing period extension feature, which will provide that the initial pricing period will be extended by the number of days that the threshold price is not satisfied, or on which there are no trades of our ordinary shares reported by the New York Stock Exchange, subject to a maximum of five trading days. If we elect to activate the pricing period extension feature and the threshold price is satisfied for any additional day that has been added to the initial pricing period, that day will be included as one of the trading days for the pricing period in lieu of the day on which the threshold price was not met or trades of our ordinary shares were not reported. For example, if the determined pricing period is 10 days, and the threshold price is not satisfied for three out of those 10 days in the initial pricing period, and we had previously announced at the time of the request for waiver acceptance that the pricing period extension feature was activated, then the pricing period will automatically be extended, and if the threshold price is satisfied on the next three trading days (or a subset thereof), then those three days (or a subset thereof) will become investment days in lieu of the three days on which the threshold price was not met. As a result, because there were 10 trading days during the initial and extended pricing period on which the threshold price was satisfied, all of the optional cash purchase will be invested.

14. When are dividends paid?

Our policy is to declare dividends to shareholders in the sole discretion of our board of directors. We may, in our sole discretion, defer to a later date if necessary or advisable under applicable securities laws our sale to the Plan Administrator of ordinary shares to be purchased with reinvested dividends. Under Bermuda law, we may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that (a) we are, or would after the payment be, unable to pay our liabilities as they become due; or (b) the realizable value of our assets would thereby be less than our liabilities.

Only shareholders who own our ordinary shares as of the record date for any declared dividend will be entitled to receive the dividend payment. Record dates for the payment of dividends will normally precede the payment dates by approximately ten (10) to twenty (20) business days.

In the unlikely event that, due to unusual market conditions, the Plan Administrator is unable to invest the dividends within 30 days, the Plan Administrator will remit the dividends to you by check.

The payment of dividends on our ordinary shares is solely at the discretion of our board of directors. There is no guarantee that we will pay dividends in the future. Please see the documents incorporated into this prospectus for a more detailed discussion of our dividend policy, which may be amended or eliminated at any time, and the risks relating to dividends.

15. When does the Plan Administrator purchase ordinary shares?

Initial and Additional Cash Investments. Upon receipt of funds in an amount equal to or less than $10,000, the Plan Administrator will invest initial and additional cash investments twice every month on the 15th and the final business day of the month, or the next business day if the 15th is not a business day. For months when a dividend is payable, the reinvestment of the dividends will be on the dividend payment date. Ordinary shares will be posted to your account in whole and fractional shares immediately upon settlement, usually within three business days. You will receive a confirmation of your transaction by paper statement at the postal address you give us when you enroll in the Plan. In the unlikely event that, due to unusual market conditions, the Plan Administrator is unable to invest the non-waiver optional cash funds within 30 days, the Plan Administrator will return the funds to you by check. No interest will be paid on funds held by the Plan Administrator pending investment. Please see “9. What are my options for additional cash investments once I am enrolled in the Plan?” for information on automatic monthly withdrawal.

Optional cash investments must be sent so that the Plan Administrator receives the payment at least three (3) business days prior to the investment date to ensure the Plan Administrator receives good funds. Funds received less than (3) business days prior the investment date will be held for investment on the next investment date.

Optional cash investments received by the Plan Administrator will be returned to you upon your written request if such request is received by the Plan Administrator no later than two (2) business days prior to the first day of the pricing period. Please see “17. At what price will the Plan Administrator purchase the ordinary shares?” for information on the pricing period.

Dividend Reinvestment. If you enroll prior to the record date for a dividend payment, your election to reinvest dividends will begin with that dividend payment. If you enroll on or after any such record date, reinvestment of dividends will begin on the dividend payment date following the next record date if you are still a shareholder of record. Record dates for payment of dividends will normally precede payment dates by ten (10) to twenty (20) business days.

Ordinary shares are purchased for the Plan on specified dates or during specified periods. As a result, you do not have any control over the price at which ordinary shares are purchased for your account, and you may pay a higher purchase price then if you had purchased or sold the ordinary shares outside of the Plan. You bear the risk of fluctuations in the price of our ordinary shares. No interest is paid on funds held by the Plan Administrator pending their investment. All optional monthly cash investments, including the initial cash investment, are subject to collection by the Plan Administrator of the full face value in U.S. funds.

16. How does the Plan Administrator purchase the ordinary shares?

We may, in our sole discretion, instruct the Plan Administrator to purchase all or a portion of the ordinary shares in connection with the distribution of ordinary shares purchased pursuant to reinvestment of dividends or any initial or optional monthly cash investment directly from us at the “Current Market Price” (as defined below under “17. At what price will the Plan Administrator purchase the ordinary shares?”).

If we do not instruct the Plan Administrator to purchase ordinary shares directly from us, the Plan Administrator may purchase ordinary shares in the open market or in negotiated transactions, and may be subject to such terms with respect to price, delivery and other terms as agreed to by the Plan Administrator. In connection with purchases in the open market or in negotiated transactions, neither we nor any Plan participant shall have any authorization or power to direct the time or price at which ordinary shares may be so purchased, or the selection of the broker or dealer through or from whom purchases are to be made.

Ordinary shares will be allocated and credited to participants’ accounts as follows: (1) ordinary shares purchased from us will be allocated and credited on the appropriate investment date; and (2) ordinary shares purchased in market transactions will be allocated and credited as of the date on which the Plan Administrator completes the purchases of the aggregate number of ordinary shares to be purchased. Depending on our election, participants may be credited with ordinary shares purchased from us, ordinary shares purchased in market transactions or a combination of both.

The method used by the Plan Administrator will impact the price at which your ordinary shares are purchased (see “17. At what price will the Plan Administrator purchase the ordinary shares?”).

The amount of ordinary shares to be purchased for your account depends on the amount of your dividend and/or initial or optional monthly cash investment and the purchase price of the ordinary shares. Your account will be credited with that number of ordinary shares, including fractions computed up to six decimal places, equal to the amount you invest divided by the purchase price per common share. You will be credited for dividends on fractions of shares.

17. At what price will the Plan Administrator purchase the ordinary shares?

If we direct the Plan Administrator to purchase ordinary shares directly from us, the purchase price will be the average of the high and low sales prices, rounded up to six decimal places, of our ordinary shares as reported on the New York Stock Exchange on the date the shares are purchased. If the Plan Administrator purchases ordinary shares in market transactions, the “Current Market Price” is defined as the weighted average of the actual price paid for ordinary shares purchased by the Plan Administrator.

If the Plan Administrator purchases ordinary shares in market transactions, the Plan Administrator will generally batch purchase types (dividend and optional cash investments) for separate execution by the Plan Administrator’s broker. The Plan Administrator may also direct its broker to execute each purchase type in several batches throughout a trading day. Depending on the number of shares being purchased and current trading volume in the shares, the Plan Administrator’s broker may execute purchases for any batch or batches in multiple transactions and over more than one day. If different purchase types are batched, the price per share of the ordinary shares purchased for each participant’s account, whether purchased with reinvested dividends, with initial cash investments or with optional cash, shall be the weighted average price of the specific batch for such shares purchased by the Plan Administrator’s broker on that investment date. The “Current Market Price” is defined as the weighted average of the actual price paid for ordinary shares purchased by the Plan Administrator for each specific batch.

We, in our sole discretion, may change or eliminate the dividend reinvestment discount or the optional or initial cash investment discount, if any. As of the date of this prospectus, there is no optional or initial cash payment discount.

If you request a waiver and we approve it, your initial investment may exceed $10,000. For a description of the purchase price of ordinary shares pursuant to an approved waiver, see “12. Purchases and Pricing of Ordinary shares Purchased Pursuant to a Request for Waiver”.

18. May I enroll, view my account information, and execute transactions online?

Investor Center is a Web-enabled real-time service, available 24 hours a day, 7 days a week. This service provides shareholders of record with the ability to:

Technical assistance and help if you have forgotten your password are available Monday through Friday, between 9:00 a.m. and 7:00 p.m., Eastern Standard Time, at (877) 978-7778.

To access Investor Center, please visit the Computershare website at www.computershare.com/investor.

19. What kind of reports will I receive as a participant in the Plan?

Unless you participate in the Plan through a broker, bank or nominee, the Plan Administrator will send a transaction notice confirming the details of any initial and optional cash investment you make within ten (10) business days. When you participate in the dividend reinvestment feature, you will receive a quarterly statement of your account. If you do not reinvest dividends and have no additional purchase or sale transactions, you will receive, at minimum, an annual notification of your holdings of ordinary shares in your Plan account.

The Plan Administrator will send a statement following any sale activity in your account. In this statement you will receive a check and a statement with information regarding the trade such as sale price, shares sold, net dollars and taxes, if any.

You should keep these statements as they contain important information regarding the tax basis for ordinary shares purchased pursuant to the Plan and the gain for ordinary shares sold.

You can request copies of statements by contacting the Plan Administrator via an online request or by telephone. In addition, you will receive copies of other communications sent to holders of ordinary shares, including our annual and other reports to our shareholders, the notice of annual meeting and proxy statement in connection with our annual meeting of shareholders and Internal Revenue Service information for reporting dividends paid.

20. Will I receive share certificates for my Plan shares?

Each purchase of ordinary shares through the Plan is credited to your Plan account. Your account statement will show the number of ordinary shares, including any fractional shares, credited to your account. You will not receive a certificate for your Plan shares unless you request one. You can request a certificate for some or all of your whole shares from the Plan Administrator at any time. There is a fee for certificate issuance. Certificates for fractional shares are never issued.

Your account under the Plan will be maintained in the name or names in which your shares were registered at the time you entered the Plan. Consequently, certificates for whole shares will be similarly registered when issued.

21. Can I deposit share certificates for safekeeping?

You can at any time, including when you first enroll, deposit share certificates registered in your name with the Plan Administrator for safekeeping, at no cost to you.

Safekeeping protects your share certificates against loss, theft or accidental destruction and also provides a convenient way for you to keep track of your ordinary shares. Only share certificates held in safekeeping may be sold through the Plan.

If you own ordinary shares in certificate form, you may deposit your certificates for those shares free of charge with the Plan Administrator. Certificates should be mailed unsigned and properly insured by USPS registered mail or by any track-able delivery service to the address under “4. How do I contact the Plan Administrator?”

22. How do I sell my Plan shares?

You may request that the Plan Administrator sell your shares using any of the methods described below.

Market Order

A market order is a request to sell our ordinary shares promptly at the current market price. Market order sales are only available at www.computershare.com/investor, through Investor Center, or by calling the Plan Administrator directly at 1-800-736-3001. Market order sale requests received at www.computershare.com/investor, through Investor Center, or by telephone will be placed promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern time). Any orders received outside of market hours will be submitted to the Plan Administrator’s broker on the next day the market is open. Sales proceeds will equal the market price of the sale obtained by the Plan Administrator’s broker, net of taxes and fees. The Plan Administrator will use commercially reasonable efforts to honor requests by participants to cancel market orders placed outside of market hours. Depending on the number of shares being sold and current trading volume in the shares, a market order may only be partially filled or not filled at all on the trading day in which it is placed, in which case the order, or remainder of the order, as applicable, will be cancelled at the end of such day. To determine if your shares were sold, you should check your account online at www.computershare.com/investor or call the Plan Administrator directly at 1-800-736-3001. If your market order sale was not filled and you still want the shares to be sold, you will need to re-enter the sale request. The price shall be the market price of the sale obtained by the Plan Administrator’s broker, less a service fee of $25.00 and a processing fee of $0.12 per share* sold.

Batch Order

A batch order is an accumulation of all sale requests for our ordinary shares submitted together as a collective request. You can sell shares by batch order by completing and returning the form located on the back of your Dividend Reinvestment Plan statement. Batch orders are submitted on each market day, assuming there are sale requests to be processed. Sale instructions for batch orders received by the Plan Administrator will be processed no later than five business days after the date on which the order is received (except where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading and sufficient market liquidity exists. All sale requests received in writing will be submitted as batch order sales. In every case of a batch order sale, the price shall be the weighted average sale price obtained by the Plan Administrator’s broker, less a service fee of $25.00 and a processing fee of $0.12 per share* sold.

Day Limit Order

A day limit order is an order to sell our ordinary shares when and if they reach a specific trading price on a specific day. The order is automatically cancelled if the price is not met by the end of that day (or, for orders placed after market hours, the next day the market is open). Depending on the number of our ordinary shares being sold and the current trading volume in the shares, such an order may only be partially filled, in which case the remainder of the order will be cancelled. The order may be cancelled by the applicable stock exchange, by the Plan Administrator at its sole discretion or, if the Plan Administrator’s broker has not filled the order, at your request made online at www.computershare.com/investor or by calling the Plan Administrator directly at 1-800-736-3001. A service fee of $25.00 and a processing fee of $0.12 per share sold will be deducted from the sale proceeds.

Good-Til-Cancelled (“GTC”) Limit Order

A GTC limit order is an order to sell our ordinary shares when and if the shares reach a specific trading price at any time while the order remains open (generally up to 30 days). Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and over more than one day. If shares trade on more than one day, a separate fee will be charged for each such day. The order (or any unexecuted portion thereof) is automatically cancelled if the trading price is not met by the end of the order period. The order may be cancelled by the applicable stock exchange, by the Plan Administrator at its sole discretion or, if the Plan Administrator’s broker has not filled the order, at your request made online at www.computershare.com/investor or by calling the Plan Administrator directly at 1-800-736-3001. A service fee of $25.00 and a processing fee of $0.12 per share* sold will be deducted from the sale proceeds.

General:

*All per share fees include any brokerage commissions the Plan Administrator is required to pay. Any fractional share will be rounded up to a whole share for purposes of calculating the per share fee. All sales requests processed over the telephone by a customer service representative entail an additional fee of $15.00. Fees are deducted from the proceeds derived from the sale. The Plan Administrator may, under certain circumstances, require a transaction request to be submitted in writing. Please contact the Plan Administrator to determine if there are any limitations applicable to your particular sale request.

Alternatively, you may choose to sell your Plan shares through a stockbroker of your choice, in which case you would have to request that the Plan Administrator electronically transfer your Plan shares to your stockbroker. You may also request a certificate for your ordinary shares from the Plan Administrator for delivery to your stockbroker prior to settlement of such sale. See “23. How do I discontinue participation in the Plan?” for instructions on how to obtain a certificate.

The price of ordinary shares fluctuates on a daily basis. The price may rise or fall after you submit your request to sell and prior to the ultimate sale of your ordinary shares. The price risk will be borne solely by you. You cannot revoke your request to the Plan Administrator to sell any Plan shares once it is made.

23. How do I discontinue participation in the Plan?

You may discontinue the reinvestment of your dividends by giving notice to the Plan Administrator by telephone, in writing or by changing your dividend reinvestment option when you access your account over the Internet through Investor Center at www.computershare.com/investor. Please see “4. How do I contact the Plan Administrator?” and “18. May I enroll, view my account information, and execute transactions online?” for contact details. If you discontinue your participation in the Plan, the Plan Administrator will continue to hold your ordinary shares unless you request a certificate for any full shares and a check for any fractional share. In the alternative, you may request that all or part of the ordinary shares credited to your account in the Plan be sold at any time. Please see “22. How do I sell my Plan shares?” for more information.

If your request to discontinue participation in the Plan is received by the Plan Administrator near a dividend record date (record dates normally precede the payment dates by ten (10) to twenty (20) business days), the Plan Administrator, in its sole discretion may either pay such dividend in cash or reinvest it in ordinary shares for your account. The request to discontinue participation in the Plan will then be processed as promptly as possible following such dividend payment date. Any cash payments which you may have sent to the Plan Administrator prior to the request to discontinue participation in the Plan will also be invested on the next investment date unless you expressly request return of that payment in your request to discontinue participation in the Plan and your request to discontinue participation in the Plan is received by the Plan Administrator at least two (2) business days prior to the investment date. All dividends subsequent to such dividend payment date will be paid in cash to you unless and until you re-enroll in the Plan, which you may do at any time.

If you have discontinued participation in the Plan, you can re-enroll in the Plan on-line or by submitting a new enrollment form and complying with all other enrollment procedures. To minimize unnecessary Plan administrative costs and to encourage use of the Plan as a long-term investment vehicle, we reserve the right to deny participation in the Plan to previous participants who we or the Plan Administrator believe have been excessive in their enrollment and discontinuation.

24. What happens if I sell or transfer all the ordinary shares registered in my name and held by me?

If you dispose of all the ordinary shares registered in your name, including the ordinary shares participating in the Plan, but do not give notice to the Plan Administrator, the Plan Administrator will continue to reinvest the cash dividends on any ordinary shares held in your account under the Plan until the Plan Administrator is otherwise notified.

25. How do I transfer shares or give them as gifts?

You may obtain information about transferring your shares through the Computershare Transfer Wizard at www.transfermystock.com. The Transfer Wizard will guide you through the transfer process, assist you in completing the transfer form, and identify other necessary documentation you may need to provide.

26. What happens if we declare a dividend payable in ordinary shares or declare a stock split?

Any shares we distribute as a dividend on all of your ordinary shares (including fractional shares) or upon any split of such shares, will be credited in book entry to your account. In a rights offering, your entitlement will be based upon your total holdings, including those credited to your account under the Plan. Rights applicable to shares credited to your account under the Plan will be sold by the Plan Administrator and the proceeds will be credited to your account under the Plan and applied to the purchase of shares on the next investment date.

If you want to exercise, transfer or sell any portion of the rights applicable to the ordinary shares credited to your account under the Plan, you must request, at least two days prior to the record date for the issuance of any such rights, that a portion of the shares credited to your account be transferred from your account and registered in your name. Except in unusual circumstances, the record date will be approximately ten (10) to twenty (20) business days in advance of the applicable distribution date.

27. How will my ordinary shares held by the Plan Administrator be voted at meetings of shareholders?

Ordinary shares held by the Plan Administrator for you will be voted as you direct. A proxy card will be sent to you in connection with any annual or special meeting of shareholders, as in the case of shareholders not participating in the Plan. This card will cover all ordinary shares registered in your own name not participating in the Plan as well as all full and fractional shares held by the Plan Administrator for your account or held by the Plan Administrator for safekeeping under the Plan.

As in the case of nonparticipating shareholders, if on a properly signed and returned proxy card, no instructions are indicated by you, all of your ordinary shares — those registered in your own name and those held by the Plan Administrator for your account under the Plan — will be voted in accordance with recommendations of our management, unless otherwise provided. If the proxy card is not returned, or if it is returned unsigned or improperly signed, none of the ordinary shares covered by such proxy card (including those held by the Plan Administrator under the Plan) will be voted.

28. Limitation of Liability

The Plan provides that neither we nor the Plan Administrator, nor any agent will be liable in administering the Plan, for any act done in good faith or for any omission to act in good faith in connection with the Plan. This limitation includes, but is not limited to, any claims of liability relating to:

The foregoing limitation of liability does not represent a waiver of any rights you may have under applicable securities laws.

Tax Consequences Of Dividend Reinvestment

In the case of newly-issued ordinary shares acquired from us, a U.S. Participant will be treated as receiving a distribution for United States federal income tax purposes in an amount equal to the fair market value as of the dividend payment date of the ordinary shares purchased with the reinvested dividends. In the case of ordinary shares acquired in market transactions, a U.S. Participant will be treated as receiving a distribution for United States federal income tax purposes in an amount equal to sum of (x) the cash dividend paid by us and (y) the pro rata share of any brokerage trading fees or other related charges paid by us in connection with the Plan Administrator’s purchase of the ordinary shares on behalf of the participant. Those distribution amounts will be the U.S. Participant’s initial tax basis in the ordinary shares purchased. A U.S. Participant’s holding period of those shares will begin on the day following the date of purchase.

The distributions described above will constitute taxable dividend income to a U.S. Participant to the extent of our current and accumulated earnings and profits. Such dividends may be eligible for taxation at reduced rates in the hands of a non-corporate U.S. Participant, provided that we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed in detail in “Item 10.E—Taxation—U.S. Taxation—Passive Foreign Investment Company Status and Significant Tax Consequences” in our Annual Report on Form 20-F for the year ended December 31, 2021, which is incorporated herein by reference), and certain holding period and certain other requirements are satisfied. There is no assurance that any dividends paid on our ordinary shares will be eligible for these reduced rates. Any dividends which are not eligible for these reduced rates will be taxed as ordinary income to a non-corporate U.S. participant. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Participant’s tax basis in his ordinary shares on a dollar-for-dollar basis and thereafter as capital gain.

Tax Consequences Of Optional Cash Investments

With respect to newly-issued ordinary shares, a U.S. Participant who elects to invest in additional shares by making optional cash investments will be treated for United States federal income tax purposes as having received a dividend equal to the excess (if any) of (i) the fair market value on the investment date of the ordinary shares purchased, over (ii) the optional cash investments made. A U.S. Participant will not be deemed to have received a dividend with respect to shares acquired by purchases in market transactions, except to the extent of brokerage fees and charges paid to the Plan Administrator by us. A U.S. Participant’s tax basis in the ordinary shares purchased will be equal to the cost paid by the participant in acquiring the stock, plus the amount (if any) treated as a dividend for federal income tax purposes. The U.S. Participant’s holding period for those ordinary shares will begin on the day following the date of purchase.

Any distributions which the participant is treated as receiving would be taxable income or gain or reduce the tax basis in ordinary shares, or some combination of these treatments, under the rules described above under “Tax Consequences of Dividend Reinvestment.”

Tax Consequences Of Dispositions

Subject to the passive foreign investment company rules discussed in detail in “Item 10.E—Taxation—U.S. Taxation” in our Annual Report on Form 20-F for the year ended December 31, 2021, which is incorporated herein by reference, a U.S. Participant generally will recognize taxable gain or loss upon a sale, exchange or other disposition of the shares purchased pursuant to the Plan whether the sale or exchange is made at the U.S. Participant’s request, upon withdrawal from the Plan or takes place after withdrawal from or termination of the Plan and, in the case of a fractional share, when the participant receives a cash payment for a fraction of a common share credited to his or her account. The amount of gain or loss will equal the difference between the amount realized by the U.S. Participant from such sale, exchange or other disposition and the U.S. Participant’s tax basis in the ordinary shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Participant’s holding period in the ordinary shares is greater than one year at the time of the sale, exchange or other disposition. A U.S. Participant’s ability to deduct capital losses is subject to certain limitations.

A U.S. Participant will not realize any taxable income when he receives certificates for whole shares credited to his account, either upon his request for such certificates or upon withdrawal from or termination of the Plan.

Backup Withholding and Information Reporting

In general, dividend payments and other taxable distributions made within the United States to a U.S. Participant will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax when paid to a non-corporate U.S. Participant who:

If a dividend is subject to backup withholding, the applicable amount will be withheld from the dividend before the dividend is reinvested under the Plan. Backup withholding tax is not an additional tax. Rather, a U.S. Participant generally may obtain a refund of any amounts withheld under backup withholding rules that exceed his United States federal income tax liability by filing a refund claim with the Internal Revenue Service.

Certain Bermuda Tax Considerations

At the present time, there is 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 ordinary shares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 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 ordinary shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.