GasLog Ltd
Annual Report 2022

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Commission file number: 001-35466FORM 20-F(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934GasLog Ltd.(Exact name of Company as specified in its charter)Not Applicable(Translation of Company’s name into English)Bermuda(Jurisdiction of incorporation or organization)c/o GasLog LNG Services Ltd69 Akti Miaouli18537 PiraeusGreece(Address of principal executive offices)Alexandros Laios, General CounselGasLog LNG Services Ltd69 Akti Miaouli18537 PiraeusGreeceTelephone: +30 210 459 1000 Facsimile: +30 210 459 1242(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 Symbols Name of Each Exchange on Which RegisteredSeries A Preference Shares, $0.01 par value pershareGLOG PR ANew York Stock ExchangeSECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NoneSECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT: NoneIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period coveredby the annual report.As of December 31, 2022, there were 95,389,062 common shares of the Company’s common stock and 4,600,000 Series A PreferenceShares issued and outstanding.Table of ContentsIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒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 13or 15(d) of the Securities Exchange Act of 1934.Yes ☐ No ☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of theExchange Act. (Check one):Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Emerging Growth Company ☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant 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 itsAccounting 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 ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.Yes ☐ No ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. ☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow.Item 17 ☐ Item 18 ☐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 ExchangeAct).Yes ☐ No ☒Table of ContentsiTABLE OF CONTENTS PageABOUT THIS REPORTiiFORWARD-LOOKING STATEMENTSivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY33ITEM 4.A.UNRESOLVED STAFF COMMENTS57ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS58ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES86ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS92ITEM 8.FINANCIAL INFORMATION100ITEM 9.THE OFFER AND LISTING101ITEM 10.ADDITIONAL INFORMATION101ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK116ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES116PART II117ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES117ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS117ITEM 15.CONTROLS AND PROCEDURES117ITEM 16.[RESERVED]118ITEM 16.A.AUDIT COMMITTEE FINANCIAL EXPERT118ITEM 16.B.CODE OF ETHICS118ITEM 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES118ITEM 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES119ITEM 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS119ITEM 16.F.CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT119ITEM 16.G.CORPORATE GOVERNANCE120ITEM 16.H.MINE SAFETY DISCLOSURE120PART III121ITEM 17.FINANCIAL STATEMENTS121ITEM 18.FINANCIAL STATEMENTS121ITEM 19.EXHIBITS121INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1Table of ContentsiiABOUT THIS REPORTIn this annual report, unless otherwise indicated:●“GasLog”, the “Company”, the “Group”, “we”, “our”, “us” or similar terms refer to GasLog Ltd. or any one or more of itssubsidiaries (including GasLog Partners LP) or their predecessors, or to such entities collectively, except that when such termsare used in this annual report in reference to the common shares or the 8.75% Series A Cumulative Redeemable PerpetualPreference Shares (the “Preference Shares”), they refer to GasLog Ltd.;●“GasLog Partners” or the “Partnership” refers to GasLog Partners LP, a master limited partnership formed by GasLog to acquire,own and operate liquefied natural gas carriers under multi-year charters, or any one or more of GasLog Partners’ subsidiaries;●the “general partner” refers to GasLog Partners GP LLC, the general partner of GasLog Partners;●“GasLog LNG Services” refers to GasLog LNG Services Ltd., our wholly owned subsidiary;●“GasLog Carriers” refers to GasLog Carriers Ltd., our wholly owned subsidiary;●“our vessels” or “our ships” refers to the LNG carriers owned or controlled by the Company and its subsidiaries, including theLNG carriers owned by GasLog Partners; “our wholly owned vessels” or “our wholly owned ships” refers to the LNG carriersowned by the Company and its subsidiaries, excluding any LNG carriers owned by GasLog Partners (in which we hold thecontrolling general partner interest as well as limited partner interests) and its subsidiaries and Egypt LNG Shipping Ltd. (inwhich we hold a 25.0% equity interest);●“Merger Agreement” refers to the agreement and plan of merger dated as of February 21, 2021 (and as subsequently amended onApril 20, 2021), with BlackRock’s Global Energy and Power Infrastructure Team (collectively, “GEPIF”), pursuant to whichGEPIF acquired all of the outstanding common shares of GasLog Ltd. that were not held by certain existing shareholders ofGasLog for a purchase price of $5.80 in cash per share (the “Transaction”). Following the consummation of the Transaction inJune 2021, certain existing shareholders including Blenheim Holdings Ltd. (“Blenheim Holdings”), which is wholly owned bythe Livanos family, and a wholly owned affiliate of the Onassis Foundation (collectively, the “Rolling Shareholders”) continue tohold approximately 55% of the outstanding shares of GasLog and GEPIF holds approximately 45%;●“BlackRock” refers to GEPIF III Crown Bidco L.P.;●“Blenheim Special” refers to Blenheim Special Investments Holding Ltd.;●“Olympic LNG” refers to Olympic LNG Investments Ltd., a wholly owned affiliate of the Onassis Foundation;●“Shell” refers to Shell plc, or any one or more of its subsidiaries;●“BG Group” refers to BG Group plc. BG Group was acquired by Shell on February 15, 2016;●“MSL” refers to Methane Services Limited, a subsidiary of Shell;●“DSME” refers to Daewoo Shipbuilding and Marine Engineering Co., Ltd.;●“DESFA” refers to the Hellenic Gas Transmission System Operator (DESFA) S.A.●“TotalEnergies” refers to TotalEnergies Gas & Power Limited, a wholly owned subsidiary of TotalEnergies SE;●“Centrica” refers to Pioneer Shipping Limited, a wholly owned subsidiary of Centrica plc;●“Cheniere” refers to Cheniere Marketing International LLP, a wholly owned subsidiary of Cheniere Energy, Inc.;●“Trafigura” refers to Trafigura Maritime Logistics PTE Ltd.;●“Egypt LNG” refers to Egypt LNG Shipping Ltd.;Table of Contentsiii●“Gunvor” refers to Clearlake Shipping Pte. Ltd., a wholly owned subsidiary of Gunvor Group Ltd.;●“Sinolam” refers to Sinolam LNG Terminal, S.A.;●“Endesa” refers to Endesa S.A.;●“Jera” refers to LNG Marine Transport Limited, the principal LNG shipping entity of Japan’s Jera Co., Inc.;●“Tokyo LNG” refers to Tokyo LNG Tanker Co. Ltd.;●“CNTIC VPower” refers to CNTIC VPower Energy Ltd., an independent Chinese energy company;●“Naturgy” refers to Naturgy Aprovisionamientos SA.;●“SEA charterer” refers to a Southeast Asian charterer;●“Woodside” refers to Woodside Energy Shipping Singapore Pte. Ltd.;●“Sea 190 Leasing” refers to Sea 190 Leasing Co. Limited, an indirectly owned subsidiary of CMB Financial Leasing Co. Ltd.;●“Hai Kuo Shipping” refers to Hai Kuo Shipping 2051G Limited, a wholly owned subsidiary of ICBC FinancialLeasing Co., Ltd.;●“Mitsui” refers to Mitsui & Co., Ltd. and “Lepta Shipping” refers to Lepta Shipping Co., Ltd., a subsidiary of Mitsui.;●“CDBL” refers to a wholly owned subsidiary of China Development Bank Financial Leasing Co., Ltd.;●“CMBFL” refers to CMB Financial Leasing Co. Ltd.;●“Gastrade” refers to Gastrade S.A.;●“Venice” refers to Venice Regas Pty Ltd.;●“Ceres Shipping” refers to Ceres Shipping Ltd.;●“NYSE” refers to the New York Stock Exchange;●“SEC” refers to the U.S. Securities and Exchange Commission;●“IFRS” refers to International Financial Reporting Standards;●“dollars” and “$” refers to, and amounts are presented in, U.S. dollars;●“LNG” refers to liquefied natural gas;●“FSRUs” refers to Floating Storage and Regasification Units;●“FSUs” refers to Floating Storage Units;●“TFDE” refers to tri-fuel diesel electric engine propulsion;●“Steam” refers to steam turbine propulsion;●“X-DF” refers to low pressure dual fuel two-stroke engine propulsion manufactured by Winterthur Gas & Diesel;●“MEGI” refers to M-type, electronically controlled, gas injection; and●“cbm” refers to cubic meters.Table of ContentsivFORWARD-LOOKING STATEMENTSAll statements in this annual report that are not statements of historical fact are “forward-looking statements” within the meaning ofthe U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that address activities, events ordevelopments that the Company expects, projects, believes or anticipates will or may occur in the future, particularly in relation to ouroperations, cash flows, financial position, liquidity and cash available for dividends or distributions, plans, strategies, business prospectsand changes and trends in our business and the markets in which we operate. In some cases, predictive, future-tense or forward-lookingwords such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and“expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying suchstatements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-lookingstatements, including in our periodic reports that we file with the SEC, other information sent to our security holders and other writtenmaterials. We caution that these forward-looking statements represent our estimates and assumptions only as of the date of this annualreport or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control orpredict and are not intended to give any assurance as to future results. Any of these factors or a combination of these factors couldmaterially affect future results of operations and the ultimate accuracy of the forward-looking statements. Accordingly, you should notunduly rely on any forward-looking statements.Factors that might cause future results and outcomes to differ include, but are not limited to, the following:●general LNG shipping market conditions and trends, including spot and multi-year charter rates, ship values, factors affectingsupply and demand of LNG and LNG shipping, including geopolitical events, technological advancements and opportunities forthe profitable operations of LNG carriers;●fluctuations in charter hire rates, vessel utilization and vessel values;●increased exposure to the spot market and fluctuations in spot charter rates;●our ability to maximize the use of our vessels, including the re-deployment or disposition of vessels which are not under multi-year charters, including the risk that certain of our vessels may no longer have the latest technology at such time which mayimpact our ability to secure employment for such vessels as well as the rate at which we can charter such vessels;●changes in our operating expenses, including crew wages, maintenance, dry-docking and insurance costs and bunker prices;●number of off-hire days and dry-docking requirements including our ability to complete scheduled dry-dockings on time andwithin budget;●planned capital expenditures and availability of capital resources to fund capital expenditures;●our ability to maintain long-term relationships and enter into time charters with new and existing customers;●the duration and effects of COVID-19 and any other pandemics on our workforce, business, operations and financial condition;●fluctuations in prices for crude oil, petroleum products and natural gas;●changes in the ownership of our charterers;●our customers’ performance of their obligations under our time charters and other contracts;●our future operating performance and expenses, financial condition, liquidity and cash available for dividends and distributions;●our ability to obtain debt and equity financing on acceptable terms to fund capital expenditures, acquisitions and other corporateactivities, funding by banks of their financial commitments, and our ability to meet our restrictive covenants and otherobligations under our credit facilities;●future, pending or recent acquisitions of or orders for ships or other assets, business strategy, areas of possible expansion andexpected capital spending;Table of Contentsv●the time that it may take to construct and deliver newbuildings and the useful lives of our ships;●fluctuations in currencies and interest rates;●the expected cost of and our ability to comply with environmental and regulatory requirements related to climate change,including regulatory requirements with respect to emissions of air pollutants and greenhouse gases, as well as future changes insuch requirements or other actions taken by regulatory authorities, governmental organizations, classification societies andstandards imposed by our charterers applicable to our business;●risks inherent in ship operation, including the discharge of pollutants;●our ability to retain key employees and the availability of skilled labor, ship crews and management;●potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists;●potential liability from future litigation;●any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of apossible cybersecurity event; and●other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result ofnew information, future events, a change in our views or expectations or otherwise, except as required by applicable law. New factorsemerge from time to time and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each suchfactor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different fromthose contained in any forward-looking statement.Table of Contents1PART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3. KEY INFORMATIONA. ReservedB. Capitalization and IndebtednessNot applicable.C. Reasons for the Offer and Use of ProceedsNot applicable.D. Risk FactorsSummary of Risk FactorsAn investment in our Preference Shares is subject to a number of risks, including risks related to our business and corporate structure.The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3. KeyInformation—D. Risk Factors” in this annual report for a more thorough description of these and other risks.Risks Related to the LNG Carrier Business●Our results of operations and financial condition depend significantly on charter rates for LNG carriers which may be highlyvolatile and depend on factors outside of our control. Operating vessels in the spot market, or being unable to recharter thevessels on long-term charters with similar or better rates, means our revenues and cash flows from these vessels will declinefollowing expiration of our current charter arrangements. These factors could have a material adverse effect on our business,results of operations, financial condition and the value of our assets, and could significantly reduce or eliminate our ability to paydividends on our Preference Shares.●If the number of vessels available in the short-term or spot LNG carrier market continues to expand and results in reducedopportunities to secure multi-year charters for our vessels, our revenues and cash flows may become more volatile and maydecline following expiration or early termination of our current charter arrangements and may adversely impact our ability to paydividends on our Preference Shares.●An oversupply of LNG carriers as a result of excessive new ordering in previous years may lead to a reduction in the charter hirerates we are able to obtain when seeking charters in the future which could adversely affect our results of operations and cashflows, especially in relation to our Steam vessels that are less efficient compared to newer vessels.●The LNG shipping industry is subject to substantial environmental and other regulations which may be increased further by thegrowing global focus on a lower carbon economy, the effects of climate change (physical and transition) and the increasingdemand for environmental, social and governance disclosures by investors, lenders and regulators. We may incur substantialcosts in complying with new or changing environmental regulations which may affect our results of operations, financialcondition and ability to pay dividends on our Preference Shares.Table of Contents2●Ship values may fluctuate substantially, which has resulted in non-cash impairment charges on our Steam vessels in previousyears, including in 2022. A further decline in ship values in the future could impact our compliance with the covenants in ourloan agreements and, if the values are lower at a time when we are attempting to dispose of ships, cause us to incur a loss.●The continuing COVID-19 pandemic, the spread of new variants and related governmental responses thereto may have furthernegative effects on the global economy, energy demand and on our results of operations and financial condition.Risks Related to Us●Our future success depends on our ability to maintain relationships with existing customers, establish new customer relationshipsand obtain new time charter contracts for existing vessels and/or FSRUs/FSUs, for which we face considerable competition fromother established companies with significant resources, as well as recent and potential future new entrants.●We derive a substantial majority of our contracted revenues from a limited number of customers, and the loss of any customer,charter or vessel would result in a significant loss of revenues and could have a material adverse effect on our business, financialcondition, results of operations and cash flows.●Due to our lack of diversification, adverse developments in the LNG market and/or in the LNG transportation industry couldadversely affect our business, particularly if such developments occur at a time when we are seeking new charters for our vessels.●Our contracts for the four newbuildings we have on order are subject to risks that could cause delays in the delivery of the ships,which could adversely affect our results of operations and cash flows.●As we take delivery of our newbuildings or any secondhand ships we may acquire, we will need to expand our staff and crew. Ifwe cannot recruit and retain employees and provide adequate compensation, our business, financial condition, results ofoperations and cash flows may be adversely affected.●We rely on our information systems to conduct our business and failure to protect these systems against security breaches couldmaterially disrupt our business and results of operations.●Our credit facilities are secured by our ships and contain payment obligations and restrictive covenants that may restrict ourbusiness and financing activities as well as our ability to pay dividends. A failure by us to meet our obligations under our creditfacilities could result in an event of default and foreclosure on our ships.●Our future capital needs are uncertain and we may need to raise additional funds. We must make substantial capital expendituresto fund any additional ships we may acquire in the future. In addition we cannot guarantee that renewal, replacement or new linesof credit will be available or will be available on similar or more favorable terms.Risks Related to our Preference Shares●Our Preference Shares are subordinated to our debt obligations and investors’ interests could be diluted by the issuance ofadditional preference shares and by other transactions.●Holders of our Preference Shares have extremely limited voting rights.●The Preference Shares represent perpetual equity interests and holders have no right to receive any greater payment than theliquidation preference regardless of the circumstances.●Following the close of the Transaction, our corporate actions are substantially controlled by the Rolling Shareholders, who havethe ability to effectively control the outcome of most important corporate matters. The interests of the Rolling Shareholders maybe different than yours.Table of Contents3Risks Inherent in the LNG Carriers BusinessOur results of operations and financial condition depend significantly on charter rates for LNG carriers which may be highly volatileand depend on factors outside of our control. Operating vessels in the spot market, or being unable to recharter the vessels on long-term charters with similar or better rates, means our revenues and cash flows from these vessels will decline following expiration ofour current charter arrangements. These factors could have a material adverse effect on our business, results of operations, financialcondition and the value of our assets, and could significantly reduce or eliminate our ability to pay dividends on our PreferenceShares.As of February 24, 2023, our owned and bareboat fleet consists of 34 LNG carriers (including the 14 LNG carriers owned andbareboat vessels of GasLog Partners) and four newbuilds. 18 of our owned and bareboat vessels (including five of the 14 LNG Carriersowned and bareboat vessels of GasLog Partners) and our four newbuild vessels currently operate or will operate under long-term timecharters (defined as those with initial duration of more than three years). 15 of our vessels (including nine vessels owned by GasLogPartners) are currently trading in the short-term spot market (defined as contracts with initial duration of less than three years), while onevessel is currently undergoing conversion into an FSRU. Three of our Steam vessels and six of our TFDEs are due to come off charter in2023. The charterers for three of the TFDEs and for one Steam vessel have extension options, and we have entered into a sale agreementfor one Steam vessel. On redelivery, if the charterers do not exercise any extension option, the vessels will trade in the short-term spotmarket unless we are able to secure new long-term charters.Five of the vessels (four vessels owned by GasLog Partners and one that GasLog has agreed to sell) operating in the short-term spotmarket are Steam vessels. Our Steam vessels are less efficient and have higher CO2 emissions than larger, more technologically advancedmodern LNG carriers and it may be more challenging to find spot and/or term employment for these vessels, in the future. Unless we areable to secure longer term charters at attractive rates we will have exposure to the spot market which is highly competitive and subject tosignificant price fluctuations. In addition, there may be extended periods of idle time between charters. Moreover, any longer-term charterswe are able to secure for on-the-water vessels may not be as long in duration as the multi-year charters we have enjoyed in the past and arelikely to be at lower charter rates. In recent years, as a result of more LNG being traded on a short-term basis and greater liquidity in theLNG shipping market than was historically the case, the duration of term charters for on-the-water vessels with such charters is nowgenerally anywhere between six months and three years. If we are unable to secure employment for a vessel, we will not receive anyrevenues from that vessel but we will be required to pay expenses necessary to maintain the vessel in proper operating condition, as wellas servicing the debt attached to the vessel.Failure to secure new term charters could adversely affect our future liquidity, results of operations and cash flows, including cashavailable for dividends to our shareholders, as well as our ability to meet certain of our debt obligations and covenants.As of December 31, 2022, we had a total of 1,159 open vessel days during 2023. A failure to obtain charters at acceptable rates on ourvessels could adversely affect our business, financial condition, results of operations and cash flows, including cash available for dividendson our Preference Shares.If the number of vessels available in the short-term or spot LNG carrier market continues to expand and results in reducedopportunities to secure multi-year charters for our vessels, our revenues and cash flows may become more volatile and may declinefollowing expiration or early termination of our current charter arrangements and may adversely impact our ability to pay dividendson our Preference Shares.Most shipping requirements for new LNG projects continue to be secured on a multi-year basis, although the level of spot voyagesand short-term time charters of less than 12 months in duration has grown in recent years but still remain extremely volatile. As vesselscurrently operating under multi-year charters redeliver together with uncommitted newbuilds from the extensive orderbook, the number ofvessels available in the short-term or spot charter market is likely to continue to expand which may result in reduced opportunities tosecure multi-year charters for our vessels. With our vessels trading in the short-term or spot market upon expiration or early termination ofour current charters, our revenues and cash flows may become more volatile and may decline. In addition, an active short-term or spotcharter market may require us to enter into charters on variable rates depending on market prices at the time, as opposed to fixed rates, andmay result in extended periods of idle time between charters. These factors could result in a decrease in our revenues and cash flows,including cash available for dividends to shareholders.Table of Contents4An oversupply of LNG carriers as a result of excessive new ordering in previous years may lead to a reduction in the charter hire rateswe are able to obtain when seeking charters in the future which could adversely affect our results of operations and cash flows,especially in relation to our Steam vessels that are less efficient compared to newer vessels.Based on current levels of demand, we currently believe that the global LNG carrier fleet may experience high levels of utilizationover the next one to two years, though the supply of LNG carriers has been increasing as a result of the ordering and delivery of new ships.Ordering increased significantly in 2022, despite shipyard prices for newbuild vessels rising substantially, as a result of a renewed focus onenergy security, diversification and investment in LNG infrastructure after the geopolitical events surrounding the Russia-Ukraine conflictand the decline of Russian pipeline flows to Europe by about 90%.According to Poten & Partners Group, Inc. (“Poten”), as of January 31, 2023, the global trading fleet of conventional LNG carriers(>100,000 cbm) consisted of 606 vessels, with another 288 LNG carriers on order (with delivery up to 2028, 174 were ordered in 2022), ofwhich 22 do not have multi-year charters. The majority of these vessels are tied to new projects, including about 20% of confirmed vesselorders tied to Qatar’s North Field Expansion project, and therefore likely to not negatively impact the supply-demand for vessels.Any future expansion of the global LNG carrier fleet in excess of the demand for LNG shipping will likely have a negative impact oncharter hire rates, vessel utilization and vessel values, however it has become difficult to secure additional berths and with prices for newvessels exceeding $250.0 million, ordering may subside in 2023. If charter hire rates are lower when we are seeking new time charters, orif we are unable to secure employment for our vessels trading in the spot and short-term markets, as a result of increased competition frommodern vessels, our revenues and cash flows, including cash available for dividends to shareholders, may decline.The LNG shipping industry is subject to substantial environmental and other regulations which may be increased further by thegrowing global focus on a lower carbon economy, the effects of climate change (physical and transition) and the increasing demandfor environmental, social and governance disclosures by investors, lenders and regulators. We may incur substantial costs incomplying with new or changing environmental regulations which may affect our results of operations, financial condition and abilityto pay dividends on our Preference Shares.Our operations are materially affected by extensive and changing international, national, state and local environmental laws,regulations, treaties, conventions and standards which are in force in international waters, or in the jurisdictional waters of the countries inwhich our ships operate and in the countries in which our ships are registered. These requirements include those relating to equipping andoperating ships, providing security and minimizing or addressing impacts on the environment from ship operations. These requirementsmay introduce regulations which affect the operation profile of our vessels and could impact our existing charters. We may incursubstantial costs in complying with these requirements, including costs for ship modifications and changes in operating procedures. Wealso could incur substantial costs, including clean-up costs, civil and criminal penalties and sanctions, the suspension or termination ofoperations and third party claims as a result of violations of, or liabilities under, such laws and regulations. The higher emissions of ourSteam vessels relative to more modern vessels could make it more difficult to secure employment for these vessels and reduce the rates atwhich we can charter these vessels to our customers.In addition, these requirements can affect the resale value or useful lives of our ships, require a reduction in cargo capacity, operatingspeed, necessitate ship modifications or operational changes or restrictions or lead to decreased availability of insurance coverage forenvironmental matters. They could further result in the denial of access to certain jurisdictional waters or ports or detention in certainports. We are required to obtain governmental approvals and permits to operate our ships. Delays in obtaining such governmentalapprovals may increase our expenses, and the terms and conditions of such approvals could materially and adversely affect our operations.Table of Contents5Additional laws, regulations, taxes or levies may be adopted that could limit our ability to do business or increase our operating costs,which could materially and adversely affect our business. New or amended legislation relating to ship recycling, sewage systems, emissioncontrol (including emissions of greenhouse gases and other pollutants) as well as ballast water treatment and ballast water handling may beadopted. For example, the United States has enacted legislation, and more recently a convention adopted by the International MaritimeOrganisation (“IMO”) has become effective, governing ballast water management systems on oceangoing ships. The IMO has alsoestablished progressive standards limiting emissions from ships (ratified in the MEPC75) starting from 2023 towards 2030 and 2050 goals.The EU is trying to incorporate shipping within the carbon Emission Trading Scheme already existing for other sectors. These and otherlaws or regulations may require additional capital expenditures or operating expenses (such as increased costs for low sulfur fuel orpollution controls) in order for us to maintain our ships’ compliance with international and/or national regulations. We may also becomesubject to additional laws and regulations if we enter new markets or trades.The EU’s Taxonomy Regulation establishes an EU framework for the classification of sustainable economic activities with the aim ofproviding transparency to investors and business as the EU moves towards its 2050 climate neutrality goal. In February 2022, proposednew rules announced by the EU named natural gas and nuclear power generation as “transitional technologies” (provided they meet certaincriteria, such as replacing coal plants, and subject to certain limits and phase out periods) and set out new disclosure rules for companiesregarding annual reporting about compliance with green criteria. The rules came into effect on January 1, 2023.We also believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and chartererswill generally lead to additional regulatory requirements and/or contractual requirements, including enhanced risk assessment and securityrequirements, as well as greater inspection and safety requirements on all LNG carriers in the marine transportation market. Theserequirements are likely to add incremental costs to our operations, and the failure to comply with these requirements may affect the abilityof our ships to obtain and, possibly, recover from, insurance policies or to obtain the required certificates for entry into the different portswhere we operate.Some environmental laws and regulations, such as the U.S. Oil Pollution Act of 1990 (“OPA”), provide for potentially unlimited joint,several and/or strict liability for owners, operators and demise or bareboat charterers for oil pollution and related damages. OPA applies todischarges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNG carrier, even if the ships do notcarry oil as cargo. In addition, many states in the United States bordering a navigable waterway have enacted legislation providing forpotentially unlimited strict liability without regard to fault for the discharge of pollutants within their waters. We also are subject to otherlaws and conventions outside the United States that provide for an owner or operator of LNG carriers to bear strict liability for pollution,such as the Convention on Limitation of Liability for Maritime Claims of 1976, (the “London Convention”).Some of these laws and conventions, including OPA and the London Convention, may include limitations on liability. However, thelimitations may not be applicable in certain circumstances, such as where a spill is caused by a ship owner’s or operator’s intentional orreckless conduct. These limitations are also subject to periodic updates and may otherwise be amended in the future.Compliance with OPA and other environmental laws and regulations may also require ship owners and operators to incur increasedcosts for additional maintenance and inspection requirements, develop contingency arrangements for potential spills, obtain mandatedinsurance coverage and meet financial responsibility requirements.Increased concern over climate change could lead to a more negative perception of the oil and gas industry which could impact ourability to attract investors, access financing in the bank and capital markets and attract and retain talent.Ship values may fluctuate substantially, which has resulted in non-cash impairment charges on our Steam vessels in previous years,including in 2022. A further decline in ship values in the future could impact our compliance with the covenants in our loanagreements and, if the values are lower at a time when we are attempting to dispose of ships, cause us to incur a loss.Values for ships can fluctuate substantially over time due to a number of different factors, including:●prevailing economic conditions in the natural gas and energy markets;●a substantial or extended decline in demand for LNG;●the level of worldwide LNG production and exports;Table of Contents6●changes in the supply and demand balance of the global LNG carrier fleet and the size and contract profile of the LNG carrierorderbook;●changes in prevailing charter hire rates;●declines in levels of utilization of the global LNG carrier fleet and of our vessels;●the physical condition of the ship;●the size, age and technical specifications of the ship; and●the cost of retrofitting or modifying existing ships, as a result of technological advances in ship design or equipment, changes inapplicable environmental or other regulations or standards, customer requirements or otherwise.If the market value of our ships decline, we may be required to record additional impairment charges in our financial statements, inaddition to the impairment charge recorded in the year ended December 31, 2022, which could adversely affect our results of operations. Afurther decline in ship values at a time when we are attempting to dispose of ships, could cause us to incur a loss, similar to the aggregateimpairment loss of $37.6 million recognized during the year ended December 31, 2022 in relation to the sale and leaseback of one TFDEand one Steam vessel and the sale of another Steam vessel. See “Item 5. Operating and Financial Review and Prospects—E. CriticalAccounting Estimates—Impairment of Vessels”. Deterioration in the market value of our ships may trigger a breach of some of thecovenants contained in our credit facilities. If we do breach such covenants and we are unable to remedy the relevant breach, our lenderscould accelerate our indebtedness and seek to foreclose on the ships in our fleet securing those credit facilities. In addition, if a chartercontract expires or is terminated by the customer, we may be unable to redeploy the affected ships at attractive rates and, rather thancontinue to incur costs to maintain and finance them, we may seek to dispose of them. Any foreclosure on our ships, or any disposal by usof a ship at a time when ship values have fallen, could result in a loss and could materially and adversely affect our business, financialcondition, results of operations and cash flows, including cash available for dividends to shareholders.Climate change and greenhouse gas restrictions may adversely impact our results of operations, financial condition and ability to paydividends on our Preference Shares.Due to concern over the risks of climate change, a number of countries and the IMO, have adopted, or are considering the adoption of,regulatory frameworks to reduce greenhouse gas emissions from ships. These regulatory measures may include adoption of cap and traderegimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Although emissions of greenhousegases, or “GHGs”, from international shipping are not currently subject to agreements under the United Nations Framework Conventionon Climate Change, such as the “Kyoto Protocol” and the “Paris Agreement”, a new treaty may be adopted in the future that includesadditional restrictions on shipping emissions to those already adopted under the International Convention for the Prevention of MarinePollution from Ships, or the “MARPOL Convention”. Compliance with future changes in laws and regulations relating to climate changecould increase the costs of operating and maintaining our ships and could require us to install new emission controls, as well as acquireallowances, pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Suchcompliance could also affect our revenues and significantly change the market in which we compete, which may adversely affect anystrategic growth opportunities.Table of Contents7There is increasing focus on the environmental footprint of the energy and transportation sectors from governments, regulators,shareholders, customers, environmental pressure groups and other stakeholders. This has been manifested recently by the fact that some ofour charterers have set specific carbon emissions targets, covering all of their activities and products and those of their suppliers. GasLog’svessels on charter to those charterers and other energy companies form part of their supply chain may be captured within their targets. Inaddition, many large financial institutions are under pressure to both reduce their own environmental footprints and to monitor theenvironmental footprints of the companies and projects to which they lend. While LNG is among the cleanest marine transportation fuels,the focus and pressure on the environmental footprint of the marine transportation sector is likely to remain high and may increase. Forexample, in June 2021, the IMO adopted amendments to MARPOL Annex VI that entered into force on November 1, 2022 and requireships to reduce GHG emissions using technological and operational approaches to improve energy efficiency and that provide importantbuilding blocks for future GHG reduction measures. Any specific requirements imposed on GasLog by regulators, governments,customers or other stakeholders may impact the useful life of our vessels, increase our operating costs or require us to undertakesignificant investments in our vessels which may reduce our revenues, profits and cash flows and may impact the cash available fordividends to our shareholders.Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmentalimpact of climate change, may also have an effect on demand for our services. For example, increased regulation of greenhouse gases orother concerns relating to climate change may reduce the demand for oil and natural gas in the future or create greater incentives for use ofalternative energy sources. Any long-term material adverse effect on the oil and gas industry could have significant financial andoperational adverse impacts on our business that we cannot predict with certainty at this time.The continuing COVID-19 pandemic, the spread of new variants and related governmental responses thereto may have furthernegative effects on the global economy, energy demand and on our results of operations and financial condition.The COVID-19 pandemic introduced uncertainty in a number of areas of our business, including operational, commercial,administrative and financial activities. Initially, the COVID-19 pandemic and governmental responses thereto negatively impacted globaleconomic activity and demand for energy, including LNG. As a result of significantly lower demand for oil and refined products and thefailure of the principal producers of oil to reduce production in line with the fall in demand, oil prices were pressured downward in 2020.Oil prices recovered by the end of 2020 and continued to recover during 2021 due to oil production cuts, as well as a more favorableeconomic outlook following the distribution of several COVID-19 vaccines around the world which helped to balance the market.Similarly global natural gas prices were impacted by lower industrial demand at the start of the COVID-19 pandemic, particularly duringthe second and third quarters of 2020, as well as increasing gas production in export markets such as the United States. Although the LNGmarket continued to improve throughout 2022 and remains on a positive trend, this improvement may not be sustainable in the long-term.The ongoing spread of the COVID-19 virus, and emergence of new variants, may negatively affect our business and operations, thehealth of our crews and the availability of our fleet, particularly if crew members contract COVID-19, as well as our financial position andprospects. The onset of the pandemic resulted in numerous actions taken by governments and governmental agencies in an attempt tomitigate the spread or any resurgence of the virus, including travel bans, quarantines and other emergency public health measures such aslockdowns. While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will bereinstated in the event of any resurgence in the COVID-19 virus or any variants thereof. Any future reduction in LNG demand and furtherclosure of, or restricted access to, ports and terminals in regions affected by the virus may lead to reduced chartering activity and, in theextreme, an inability of our charterers to meet their obligations under the terms of their term charters. If this were to occur, we may beunable to secure charters for our vessels at rates that are sufficient to meet our financial obligations. With 15 of our vessels (including ninevessels owned by GasLog Partners) currently trading in the short-term spot market (defined as contracts with initial duration of less thanthree years), any additional exposure to the spot market or extended periods of idle time between charters could adversely affect our futureliquidity, results of operations and cash flows.Additionally, if the COVID-19 pandemic again causes declines in the LNG market this could negatively impact our estimatesregarding future charter rates for non-contracted revenue days and the discount rate in our future impairment assessments. This wouldnegatively affect the future carrying values of our vessels, which could cause significant negative impacts on our liquidity and financialcondition.Table of Contents8Although we have taken extensive measures to limit the impact of COVID-19 on business continuity, including implementation of a“work from home” policy for shore-based employees, as required depending on each location, and the commencement of select rotationsof offshore personnel where possible, giving effect to local restrictions on the movement of offshore staff, these measures may not besufficient to protect our business against the impact of COVID-19.The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of theCOVID-19 pandemic or other epidemic or a recession or market correction resulting from the spread of COVID-19 could have a materialadverse effect on the global economy, energy demand and our business.We may experience operational problems with vessels that reduce revenues and increase costs. In addition, there are risks associatedwith operating ocean-going ships. Any limitation in the availability or operation of our ships could have a material adverse effect onour business, our reputation, financial condition, results of operations and cash flows.LNG carriers are complex and their operations are technically challenging. Marine transportation operations are subject to mechanicalrisks and problems. Operational problems may lead to loss of revenues or higher than anticipated operating expenses or require additionalcapital expenditures.Furthermore, the operation of ocean-going ships carries inherent risks. These risks include the possibility of:●marine disaster;●piracy;●cyber events or other failures of operational and information technology systems;●environmental accidents;●adverse weather conditions;●grounding, fire, explosions and collisions;●cargo and property loss or damage;●business interruptions caused by mechanical failure, human error, war, terrorism, disease (such as the outbreak of the COVID-19virus and variants that may emerge) and related governmental responses thereto, or political action in various countries;●declining operational performance due to physical degradation as a result of extensive idle time or other factors; and●work stoppages or other labor problems with crew members serving on our ships.An accident involving any of our owned ships could result in any of the following:●death or injury to persons, damage to our ships, loss of property or environmental damage;●delays in the delivery of cargo;●loss of revenues from termination of charter contracts;●governmental fines, penalties or restrictions on conducting business;●litigation with our employees, customers or third parties;●higher insurance rates; andTable of Contents9●damage to our reputation and customer relationships generally.If any of our ships are unable to generate revenues for any significant period of time for any reason, including unexpected periods ofoff-hire or early charter termination (which could result from damage to our ships), our business, financial condition, results of operationsand cash flows, including cash available for dividends to our shareholders, could be materially and adversely affected. The impact of anylimitation in the operation of our ships or any early charter termination would be amplified, as a substantial portion of our cash flows andincome is dependent on the revenues earned by the chartering of our 34 LNG carriers in operation. In addition, the costs of ship repairs areunpredictable and can be substantial. In the event of repair costs that are not covered by our insurance policies, we may have to pay forsuch repair costs, which would decrease our earnings and cash flows. Any of these results could harm our business, financial condition,results of operations and our ability to pay cash dividends to our shareholders.All vessels in our fleet are required to be dry-docked at least once every five years for inspection and repairs. The dry-docking of ourvessels may be longer and more costly than normal as a result of required repairs or regulatory requirements at the time of the dry-dock. Any delay or cost overrun of the dry-docking could have a material adverse effect on our business, results of operations andfinancial condition and could significantly reduce or eliminate our ability to pay dividends on our Preference Shares.Dry-dockings of our vessels require significant expenditures and result in loss of revenue as our vessels are off-hire during suchperiod. Any significant increase in either the number of off-hire days or in the costs of any repairs or investments carried out during thedry-docking period could have a material adverse effect on our profitability and our cash flows. Given the potential for unforeseen issuesarising during dry-docking, we may not be able to predict accurately the time required to dry-dock any of our vessels. If more than one ofour ships is required to be out of service at the same time, or if a ship is dry-docked longer than expected or if the cost of repairs is greaterthan budgeted, our results of operations and our cash flows, including cash available for dividends to our shareholders, could be adverselyaffected. The upcoming dry-dockings of vessels in operation (excluding the GasLog Athens which will be sold and the Alexandroupoliwhich is under FSRU conversion) are expected to be carried out in 2023 (seven vessels), 2024 (four vessels), 2025 (12 vessels), 2026(eight vessels) and 2028 (one vessel).Further technological advancements and other innovations affecting LNG carriers could reduce the charter hire rates we are able toobtain when seeking new employment for existing or newbuild vessels and this could adversely impact the value of our assets and ourresults of operations and cash flows.The charter rates, asset value and operational life of an LNG carrier are determined by a number of factors, including the ship’sefficiency, operational flexibility and physical life. Efficiency is reflected in unit freight costs (“UFC”) which are driven by the size of thevessel, its fuel economy and the rate at which LNG in the cargo tanks naturally evaporates (“boil-off ratio” or “BOR”). Flexibility isprimarily driven by the size of the ship and includes the ability to enter harbors, utilize related docking facilities and pass through canalsand straits. Physical life is related to the original design and construction, the ongoing maintenance and the impact of operational stresseson the asset. Ship, cargo containment and engine designs are continually evolving. At such time as newer designs are developed andaccepted in the market, these newer vessels may be more efficient or more flexible or have longer physical lives than our ships.Competition from these more technologically advanced LNG carriers compared to our vessels with older technology could adverselyaffect our ability to charter or re-charter our ships and the charter hire rates we will be able to secure when we seek to charter or re-charterour ships, and could also reduce the resale value of our ships. This could adversely affect our revenues and cash flows, including cashavailable for dividends to our shareholders, as well as our ability to obtain debt financing for ships with older technology whose marketvalues have experienced a significant decline.Table of Contents10Our future performance and ability to secure future employment for our vessels depends on continued growth in LNG production anddemand for LNG and LNG shipping and declines in the demand for LNG and LNG shipping may have a material adverse effect onour results of operations, financial condition and ability to pay dividends.Our future performance, including our ability to strengthen our balance sheet and to profitably employ and expand our fleet, willdepend on continued growth in LNG supply and demand, and the demand for shipping. A complete LNG project includes natural gasproduction, liquefaction, storage, regasification and distribution facilities, in addition to marine transportation of LNG. Growth in LNGdemand and increased infrastructure investment has led to an expansion of LNG production capacity in recent years, but material delays inthe construction or slower than expected ramp-up of new liquefaction facilities could constrain the amount of LNG available for shipping,reducing ship utilization. The rate of growth of the LNG industry has fluctuated due to several factors, including the rate of globaleconomic growth, fluctuations in global commodity prices, including natural gas, oil and coal as well as other sources of energy, andenergy and environmental policy in markets which produce and/or consume LNG. Continued growth in LNG production and demand forLNG and LNG shipping could be negatively affected by a number of factors, including:●prices for crude oil, petroleum products, natural gas. A return to low natural gas prices globally may limit the willingness andability of developers of new LNG infrastructure projects to approve the development of such new projects;●the cost of natural gas derived from LNG relative to the cost of natural gas generally and to the cost of alternative fuels, includingrenewables, and the impact of increases in the cost of natural gas derived from LNG on consumption of LNG;●increases in the production levels of lower cost natural gas in domestic natural gas consuming markets, which could furtherdepress prices for natural gas in those markets and make LNG uneconomical;●increases in the production of natural gas in areas linked by pipelines to consuming areas, or the extension of existing pipelines,or the development of new pipeline systems in markets we may serve;●infrastructure constraints such as delays in the construction of liquefaction facilities or regasification facilities, the inability ofproject owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community orpolitical action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism;●concerns regarding the spread of disease, for example, the COVID-19 virus, safety and terrorism;●changes in weather patterns leading to warmer winters in the northern hemisphere and lower gas demand in the traditional peakheating season;●the availability and allocation of capital by developers to new LNG projects, especially the major oil and gas companies andother leading participants in the LNG industry;●increases in interest rates, capital market volatility, changes in bank regulations or other events that may affect the availability ofsufficient financing for LNG projects on commercially reasonable terms;●negative global or regional economic or political conditions, particularly in LNG consuming regions which could reduce energyconsumption or its growth;●new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive;●labor or political unrest or military conflicts affecting existing or proposed areas of LNG production, regasification orconsumption;●any significant explosion, spill or other incident involving an LNG facility or carrier; or●regional, national or international energy policies that constrain the production or consumption of hydrocarbons including naturalgas.Table of Contents11In recent years, global natural gas and crude oil prices have been volatile. Any decline in oil prices can depress natural gas prices andlead to a narrowing of the difference in pricing between geographic regions, which can adversely affect the length of voyages in the spotLNG shipping market and the spot rates and medium-term charter rates for charters which commence in the near future.Natural gas and oil prices are subject to volatility due to global events outside of our control, including the recent events in Russia andUkraine. A continuation of the recent volatility in natural gas and oil prices may adversely affect our growth prospects and results ofoperations.Natural gas prices are likely to continue to face volatility given the constrained supply outlook following the cessation of pipelineflows from Russia to Europe and suspected sabotage of the Nord Stream 1 and 2 pipelines. Given the lead time for new LNGinfrastructure, supply deficit and seasonal nature of LNG demand prices are likely to continue being volatile and dependent on demandreduction measures, weather impact on demand and availability/price of alternative sources of energy such as coal. Natural gas prices areaffected by numerous factors beyond our control, including but not limited to the following:●price and availability of crude oil, petroleum products and coal;●worldwide and regional supply of, demand for and price of natural gas;●the cost of exploration, development, production, transportation and distribution of natural gas;●expectations regarding future energy prices for both natural gas and other sources of energy, including renewable energy sourcesand coal;●the level of worldwide LNG production and exports;●government laws and regulations, including but not limited to environmental protection laws and regulations;●local and international political, economic and weather conditions;●political and military conflicts; and●the availability and cost of alternative energy sources, including coal and alternate sources of natural gas in gas importing andconsuming countries.With 15 vessels (including nine vessels in the GasLog Partners fleet) operating in the short-term spot market (defined as vessels undercontracts of less than three years) the significant global natural gas and crude oil price volatility referenced above may adversely affect ourfuture business, results of operations and financial condition and our ability to make cash distributions, as a result of, among other things:●a reduction in exploration for or development of new natural gas reserves or projects, or the delay or cancellation of existingprojects as energy companies lower their capital expenditures budgets, which may reduce our growth opportunities;●volatile oil prices negatively affecting the market price of natural gas, to the extent that natural gas prices are benchmarked to theprice of crude oil, in turn negatively affecting the economics of potential new LNG production projects, which may reduce ourgrowth opportunities;●high oil prices negatively affecting the competitiveness of natural gas to the extent that natural gas prices are linked to the priceof crude oil;●low gas prices globally and/or weak differentials between prices in the Atlantic Basin and the Pacific Basin leading to reducedinter-basin trading of LNG and reduced demand for LNG shipping;●lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us uponredeployment of our vessels following expiration or termination of existing contracts or upon the initial chartering of vessels;Table of Contents12●customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew contracts uponexpiration;●the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or●declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings and couldimpact compliance with covenants in loan documentation.Compliance with new IMO measures related to the reduction of GHG emissions from international shipping could adversely impactour fleet and operations. Technical and operational measures implemented by regulations include the Energy Efficiency ExistingShips Index (“EEXI”) and Carbon Intensity Indicator (“CII”).The IMO, the United Nations’ agency for regulating shipping, introduced and adopted two new measures, the EEXI and CII, whichentered into force on January 1, 2023 and are expected to have an impact on our fleet in the short and long-term. Pursuant to the EEXIregulation, Steam vessels require an Engine Power Limitation which will have an impact on the vessels’ maximum attainable speed. TheCII regulation may also have an impact on our Steam and TFDE vessels, although the operative form of the regulatory framework and theconsequences of non-compliance have yet to be defined by IMO, making it difficult to assess the size and timing of any associated risks.However, any impact of the CII is likely to impact smaller and less efficient Steam vessels first.Changes in global and regional economic conditions and capital markets volatility could adversely impact our business, financialcondition, results of operations and cash flows.Weak global or regional economic conditions may negatively impact our business, financial condition, results of operations and cashflows, including cash available for dividends to our shareholders in ways that we cannot predict. Our ability to expand our fleet beyondour contracted newbuildings will be dependent on our ability to obtain financing to fund the acquisition of additional ships. In addition,uncertainty about current and future global economic conditions may cause our customers to defer projects in response to tighter credit,decreased capital availability and declining customer confidence, which may negatively impact the demand for our ships and services andcould also result in defaults under our current charters. Global financial markets and economic conditions have been volatile in recentyears and remain subject to significant vulnerabilities, such as the continuing COVID-19 pandemic and high inflation experienced in 2022.A further tightening of the credit markets may negatively impact our operations by affecting the solvency of our suppliers or customers,which could lead to disruptions in delivery of supplies such as equipment for conversions, cost increases for supplies, acceleratedpayments to suppliers, customer bad debts or reduced revenues. Similarly, such market conditions could affect lenders participating in ourfinancing agreements, making them unable to fulfill their commitments and obligations to us. Any reductions in activity owing to suchconditions or failure by our customers, suppliers or lenders to meet their contractual obligations to us could adversely affect our business,financial position, results of operations and cash flows, including cash available for dividends to our shareholders.Compliance with safety and other requirements imposed by classification societies may be very costly and may adversely affect ourbusiness.The hull and machinery of every commercial LNG carrier must be certified by a classification society. The classification societycertifies that the ship has been built and subsequently maintained in accordance with the applicable rules and regulations of thatclassification society. Moreover, every ship must comply with all applicable international conventions and the regulations of the ship’s flagstate as verified by a classification society. Finally, each ship must successfully undergo periodic surveys, including annual, intermediateand special surveys performed under the classification society’s rules.If any ship does not maintain its class, it will lose its insurance coverage and be unable to trade, and the ship’s owner will be in breachof relevant covenants under its financing arrangements and potentially its charter contracts. Failure to maintain the class of one or more ofour ships could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cashavailable for dividends to our shareholders.Table of Contents13We operate our ships worldwide, which could expose us to political, governmental and economic instability that could harm ourbusiness.Because we operate our ships in the geographic areas where our customers do business, our operations may be affected by political,governmental and economic conditions in the countries where our ships operate or where they are registered. Any disruption caused bythese factors could harm our business, financial condition, results of operations and cash flows, including cash available for payment ofdividends to shareholders. In particular, our ships frequent LNG terminals in countries including Egypt, Nigeria, Equatorial Guinea andTrinidad, as well as transit through the Gulf of Aden and the Strait of Hormuz. Future hostilities or other political instability in thegeographic regions where we operate or may operate could have a material adverse effect on our business, financial condition, results ofoperations and cash flows, including cash available for payment of dividends to shareholders. General trade tensions between the U.S. andChina escalated in 2018, with three rounds of U.S. tariffs on Chinese goods taking effect in 2018 and a further round taking effect inSeptember 2019, each followed by a round of retaliatory Chinese tariffs on U.S. goods. Despite a phase one trade deal being signed inJanuary 2020, tensions continue to exist. The recent hostilities between Russia and Ukraine, and attendant sanctions promulgated by theUnited States, the European Union (“EU”) and other countries may also adversely impact our business, especially given Russia’s role as amajor global exporter of crude oil and natural gas and the imposition of a price cap on Russian-origin oil announced by the U.S., EU andseveral other countries in December 2022. Our business could be harmed by trade tariffs, as well as any trade embargoes or othereconomic sanctions by the United States or other countries against Russia, the Middle East, Asia or elsewhere as a result of terroristattacks, hostilities or diplomatic or political pressures that limit trading activities with those countries.Terrorist attacks, international hostilities, political change and piracy could adversely affect our business, financial condition, resultsof operations and cash flows.Terrorist attacks, piracy and the current conflicts in Ukraine, the Middle East and elsewhere, as well as other current and futureconflicts and political change, may adversely affect our business, financial condition, results of operations and cash flows, including cashavailable for dividends to our shareholders.The ongoing conflicts between Russia and Ukraine may lead to further regional and international conflicts or armed action. Theinvasion of Ukraine has disrupted supply chains and caused instability in the global economy; these effects are likely to continue andpossibly compound as the conflict remains ongoing. Additionally, the ongoing conflict could result in the imposition of further economicsanctions by the United States and the European Union against Russia. While much uncertainty remains regarding the global impact of theconflict in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cashflows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia andUkraine, which could adversely affect our operations.The continuing hostilities in the Middle East may lead to additional acts of terrorism, further regional conflicts, other armed actionsaround the world and civil disturbance in the United States or elsewhere, which may contribute to further instability in the global financialmarkets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us, or at all.In the past, political conflicts have also resulted in attacks on ships, mining of waterways and other efforts to disrupt internationalshipping, particularly in the Arabian Gulf region and West Africa. Acts of terrorism and piracy have also affected ships trading in regionssuch as the South China Sea and the Gulf of Aden. Any terrorist attacks targeted at ships may in the future have a material negative affecton our business, financial condition, results of operations and cash flows and could directly impact our ships or our customers.We currently employ armed guards onboard certain vessels operating in areas that may be prone to hijacking or terrorist attacks. Thepresence of armed guards may increase the risk of damage, injury or loss of life in connection with any attacks on our vessels, in additionto increasing crew costs.We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, includinglosses relating to the employment of armed guards.Table of Contents14LNG facilities, shipyards, ships, pipelines and gas fields could be targets of future terrorist attacks or piracy. Any such attacks couldlead to, among other things, bodily injury or loss of life, as well as damage to the ships or other property, increased ship operating costs,including insurance costs, reductions in the supply of LNG and the inability to transport LNG to or from certain locations. Terroristattacks, war or other events beyond our control that adversely affect the production, storage or transportation of LNG to be shipped by uscould entitle our customers to terminate our charter contracts in certain circumstances, which would harm our cash flows and our business.Terrorist attacks, or the perception that LNG facilities and LNG carriers are potential terrorist targets, could materially and adverselyaffect expansion of LNG infrastructure and the continued supply of LNG. Concern that LNG facilities may be targeted for attack byterrorists has contributed significantly to local community and environmental group resistance to the construction of a number of LNGfacilities, primarily in North America. If a terrorist incident involving an LNG facility or LNG carrier did occur, in addition to the possibleeffects identified in the previous paragraph, the incident may adversely affect the construction of additional LNG facilities and could leadto the temporary or permanent closing of various LNG facilities currently in operation.In the future, the ships we own, lease or manage could be required to call at ports located in countries that are subject to restrictionsimposed by the United States and other governments.The United States and other governments and their agencies impose sanctions and embargoes on certain countries and maintain listsof countries they consider to be state sponsors of terrorism. For example, in 2010, the United States enacted the Comprehensive IranSanctions Accountability and Divestment Act, or “CISADA”, which expanded the scope of the former Iran Sanctions Act. Among otherthings, CISADA expanded the application of the prohibitions imposed by the U.S. government to non-U.S. companies, such as GasLog,and limits the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply orexport of refined petroleum or petroleum products, as well as LNG.In 2012, President Obama signed Executive Order 13608, which prohibits foreign persons from violating, or attempting to violate, orcausing a violation of, any sanctions in effect against Iran, or facilitating any deceptive transactions for or on behalf of any person subjectto U.S. sanctions. The Secretary of the Treasury may prohibit any transactions or dealings, including any U.S. capital markets financing,involving any person found to be in violation of Executive Order 13608. Also in 2012, the U.S. enacted the Iran Threat Reduction andSyria Human Rights Act of 2012, or the “ITRA”, which created new sanctions and strengthened existing sanctions. Among other things,the ITRA intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum orpetrochemical sector. The ITRA also includes a provision requiring the President of the United States to impose five or more sanctionsfrom Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, orotherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if theperson is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the personotherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a personcould be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject toU.S. jurisdiction, and exclusion of such person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement thatissuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 whether the issuer or “anyaffiliate” has “knowingly” engaged in certain sanctioned activities involving Iran during the timeframe covered by the report. Finally, inJanuary 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 or the “IFCA”, which expanded the scope of U.S.sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penaltieson any person who facilitates or otherwise knowingly provides significant financial, material or other support to these entities.On January 16, 2016, the United States suspended certain sanctions against Iran applicable to non-U.S. companies, such as us,pursuant to the nuclear agreement reached between Iran, China, France, Germany, Russia, the United Kingdom, the United States and theEuropean Union. To implement these changes, beginning on January 16, 2016, the United States waived enforcement of many of thesanctions against Iran’s energy and petrochemical sectors described above, among other things, including certain provisions of CISADA,ITRA, and IFCA. However, in May 2018, the United States announced its withdrawal from the Joint Comprehensive Plan of Action andalmost all of the U.S. sanctions waived and lifted in January 2016 were reinstated in August 2018 and November 2018, respectively. Thesesanctions also encompass significant transactions to sell, supply or transfer to Iran goods or services related to the aforementionedsanctioned sectors.Table of Contents15Although the ships we own have not called on ports in countries subject to sanctions or embargoes or in countries identified as statesponsors of terrorism, including Iran, North Korea and Syria, we can give no assurance that these ships will not call on ports in thesecountries in the future. While we intend to maintain compliance with all sanctions and embargoes applicable to us, U.S. and internationalsanctions and embargo laws and regulations do not necessarily apply to the same countries or proscribe the same activities, which maymake compliance difficult. Additionally, the scope of certain laws may be unclear, and these laws may be subject to changinginterpretations and application and may be amended or strengthened from time to time, including by adding or removing countries fromthe proscribed lists. Violations of sanctions and embargo laws and regulations could result in fines or other penalties and could result insome investors deciding, or being required, to divest their investment, or not to invest, in us.Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery legislation in otherjurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.We operate our ships worldwide, requiring our ships to trade in countries known to have a reputation for corruption. We arecommitted to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethicswhich is consistently applied and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA”, and the BriberyAct 2010 of the United Kingdom or the “UK Bribery Act”. We are subject, however, to the risk that we, our affiliated entities or our ortheir 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,or curtailment of operations in certain jurisdictions, and might adversely affect our business, financial condition, results of operations andcash flows, including cash available for dividends to our shareholders. In addition, actual or alleged violations could damage ourreputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and canconsume significant senior management time and attention.Changing laws and evolving reporting requirements could have an adverse effect on our business.Changing laws, regulations and standards relating to reporting requirements may create additional compliance requirements for us. Tomaintain high standards of corporate governance and public disclosure, GasLog has invested in, and intends to continue to invest in,reasonably necessary resources to comply with evolving standards.The European Union Code of Conduct Group has assessed the tax policies of a range of countries including Bermuda, where ourvessel owning entities are incorporated, and the Marshall Islands and British Virgin Islands, where we also have affiliated entitiesincorporated. Bermuda, the British Virgin Islands and the Marshall Islands all committed to comply with the European Union Code ofConduct Group’s requirements on economic substance and each country has passed legislation in the form of the Bermuda EconomicSubstance Act of 2018, the British Virgin Islands Economic Substance Act of 2018 and the Marshall Islands Economic SubstanceRegulations, 2018, as amended.GasLog has filed the required returns confirming we have appropriate economic substance in Bermuda, the British Virgin Islands andthe Marshall Islands. However, it is not possible to accurately predict the outcome of any review by the authorities as to whether or notGasLog and its business has accurately interpreted the requirements. Whilst we believe we have taken appropriate advice and counselfrom the relevant authorities and external legal advisors, the requirements may increase the complexity and costs of carrying on GasLog’sbusiness with entities incorporated in these countries.Table of Contents16Our insurance may be insufficient to cover losses that may occur to our property or result from our operations which could adverselyaffect our results of operations and cash flows.The operation of any ship includes risks such as mechanical failure, personal injury, collision, fire, contact with floating objects,property loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances inforeign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including collision,explosion, spills and other environmental mishaps, and other liabilities arising from owning, operating or managing ships in internationaltrade. Although we carry protection and indemnity, hull and machinery, loss of hire and cyber insurance covering our ships consistent withindustry standards, we can give no assurance that we are adequately insured against all risks or that our insurers will pay a particularclaim. In addition, we may be unable to insure against certain cyber events that may disrupt our information and operational technologysystems. We also may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. Even if ourinsurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement ship in the event of a loss of a ship.Any uninsured or underinsured loss could harm our business, financial condition, results of operations and cash flows, including cashavailable for dividends to shareholders.In addition, some of our insurance coverage is maintained through mutual protection and indemnity associations, and, as a member ofsuch associations, we may be required to make additional payments over and above budgeted premiums if member claims exceedassociation reserves.Reliability of suppliers may limit our ability to obtain supplies and services when needed.We rely, and will in the future rely, on a significant supply of consumables, spare parts and equipment to operate, maintain, repair andupgrade our fleet of ships. Delays in delivery or unavailability of supplies could result in off-hire days due to consequent delays in therepair and maintenance of our fleet. This would negatively impact our revenues and cash flows. Cost increases could also negativelyimpact our future operations, although the impact of significant cost increases may be mitigated to some extent with respect to the vesselsthat are employed under charter contracts with automatic periodic adjustment provisions or cost review provisions.Governments could requisition our ships during a period of war or emergency, resulting in loss of earnings.The government of a jurisdiction where one or more of our ships are registered could requisition for title or seize our ships.Requisition for title occurs when a government takes control of a ship and becomes its owner. Also, a government could requisition ourships for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictatedcharter rates. Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition ships inother circumstances. Although we would expect to be entitled to government compensation in the event of a requisition of one or more ofour ships, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our ships wouldresult in off-hire days under our time charters, may cause us to breach covenants in certain of our credit facilities and could have a materialadverse effect on our business, financial condition, results of operations and cash flows, including cash available for dividends to ourshareholders.Maritime claimants could arrest our ships, which could interrupt our cash flows.Crew members, suppliers of goods and services to a ship, shippers or receivers of cargo and other parties may be entitled to amaritime lien against a ship for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien byarresting a ship. The arrest or attachment of one or more of our ships which is not timely discharged could cause us to default on a charteror breach covenants in certain of our credit facilities and, to the extent such arrest or attachment is not covered by our protection andindemnity insurance, could require us to pay large sums of money to have the arrest or attachment lifted. Any of these occurrences couldhave a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available fordividends to our shareholders.Additionally, in some jurisdictions, such as the Republic of South Africa, under the “sister ship” theory of liability, a claimant mayarrest both the ship that is subject to the claimant’s maritime lien and any “associated” ship, which is any ship owned or controlled by thesame owner. Claimants could try to assert “sister ship” liability against one ship in our fleet for claims relating to another of our ships.Table of Contents17We may be subject to litigation that could have an adverse effect on our results of operations, financial condition and ability to paydistributions.We may be involved from time to time in litigation matters. These matters may include, among other things, contract disputes,personal injury claims, environmental claims or proceedings, toxic tort claims, employment matters and governmental claims for taxes orduties, as well as other litigation that arises in the ordinary course of our business. Most recently, certain public shareholders exercisedtheir dissension rights in connection with the Transaction and sought appraisal for the fair value of their common shares; in January 2022,we entered into a Deed of Settlement, pursuant to which we agreed to pay the dissenting shareholders an aggregate of approximately $3.5million in order to settle the claim. While we are not aware of any additional actions relating to the Transaction at this time, it is possiblethat we may be involved in such actions in the future. We cannot predict with certainty the outcome of any claim or other litigation matter.The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including thediversion of management’s attention to these matters, could have an adverse effect on us and, in the event of litigation that couldreasonably be expected to have a material adverse effect on us, could lead to an event of default under certain of our credit facilities.Risks Related to UsOur future success depends on our ability to maintain relationships with existing customers, establish new customer relationships andobtain new time charter contracts for existing vessels and/or FSRUs/FSUs, for which we face considerable competition from otherestablished companies with significant resources, as well as recent and potential future new entrants.One of our principal objectives is to enter into multi-year, fixed-rate charters for our open on-the-water vessels and for potentialadditional newbuild vessels. We are seeking to enter into long-term time charter contracts for some or all of the 15 vessels currentlytrading in the short-term spot market (as defined those contracts with initial duration of less than five years). We will also seek to enter intonew time charter contracts upon the expiration or early termination of our existing charter arrangements. The process of obtaining multi-year, fixed rate charters for LNG carriers is highly competitive and generally involves an intensive screening process by potential newcustomers and the submission of competitive bids. The process is lengthy and the LNG carrier time charters are awarded based upon avariety of factors relating to the ship and the ship operator, including:●size, age, technical specifications and condition of the ship;●LNG shipping experience and quality and efficiency of ship operations, including level of emissions;●shipping industry relationships and reputation for customer service;●technical ability and reputation for operation of highly specialized ships;●quality and experience of officers and crew;●safety record;●the ability to finance ships at competitive rates and financial stability generally;●relationships with shipyards and the ability to get suitable berths;●construction and dry-docking management experience, including the ability to obtain on-time delivery of new ships according tocustomer specifications; and●competitiveness of the bid in terms of charter rate and other economic and commercial terms.Table of Contents18We expect substantial competition from a number of experienced companies and recent and potential future new entrants to the LNGshipping market. Competitors may include other independent ship owners, state-sponsored entities and major energy companies that ownand operate LNG carriers, all of whom may compete with independent owners by using their own fleets to carry LNG for third parties.Some of these competitors have significantly greater financial resources and larger fleets than we have, and some have particularrelationships that may provide them with competitive advantages. In recent years, a number of marine transportation companies, includingcompanies with strong reputations and extensive resources and experience, have either entered or significantly increased their presence inthe LNG transportation market. There are other ship owners, managers and investors who may also attempt to participate in the LNGmarket in the future. This increased competition may cause greater price competition for time charters. As a result, we may be unable toexpand our relationships with existing customers or to obtain new customers on a profitable basis and we may not be successful inexecuting any future growth plans, which could have a material adverse effect on our business, financial condition, results of operationsand cash flows, including cash available for dividends to shareholders.We derive a substantial majority of our contracted revenues from a limited number of customers, and the loss of any customer, charteror vessel would result in a significant loss of revenues and could have a material adverse effect on our business, financial condition,results of operations and cash flows.For the year ended December 31, 2022, 31.0% of our revenues derived from wholly owned subsidiaries of Shell. We could lose acustomer or the benefits of our time charter arrangements for many different reasons. The customer may be unable or unwilling to makecharter hire or other payments to us because of a deterioration in its financial condition, commercial disputes with us, long-term forcemajeure events or otherwise. If a customer terminates its charters, chooses not to re-charter our ships or is unable to perform under itscharters and we are not able to find replacement charters on similar or more favorable terms, we will suffer a loss of revenues.Our charterer has the right to terminate a ship’s time charter in certain circumstances, such as:●loss of the ship or damage to it beyond repair;●if the ship is off-hire for any reason other than scheduled dry-docking for a period exceeding 90 consecutive days, or for morethan 90 days in any one year period;●defaults by us in our obligations under the charter; or●the outbreak of war or hostilities involving two or more major nations, such as the United States or the People’s Republic ofChina, that would materially and adversely affect the trading of the ship for a period of at least 30 days.A termination right under one ship’s time charter would not automatically give the charterer the right to terminate its other chartercontracts with us. However, a charter termination could materially affect our relationship with the customer and our reputation in the LNGshipping industry, and in some circumstances the event giving rise to the termination right could potentially impact multiple charters.Accordingly, the existence of any right of termination or the loss of any customer, charter or vessel could have a material adverseeffect on our business, financial condition, results of operations and cash flows, including cash available for dividends to shareholders.Table of Contents19If we cannot meet our charterers’ quality and compliance requirements, including regulations or costs associated with theenvironmental impact of our vessels, we may not be able to operate our vessels profitably which could have an adverse effect on ourfuture performance, results of operations, cash flows and financial position.Customers, and in particular those in the LNG industry, have a high and increasing focus on quality, emissions and compliancestandards with their suppliers across the entire value chain, including the shipping and transportation segment. There is also increasingfocus on the environmental footprint of marine transportation. Our continuous compliance with existing and new standards and qualityrequirements is vital for our operations. Related risks could materialize in multiple ways, including a sudden and unexpected breach inquality and/or compliance concerning one or more vessels and/or a continuous decrease in the quality concerning one or more LNGcarriers occurring over time. Moreover, continuously increasing requirements from LNG industry constituents can further complicate ourability to meet the standards. Any non-compliance by us, either suddenly or over a period of time, on one or more LNG carriers, or anincrease in requirements by our charterers above and beyond what we deliver, may have a material adverse effect on our futureperformance, results of operations, cash flows, financial position and our ability to pay cash dividends to our shareholders.Due to our lack of diversification, adverse developments in the LNG market and/or in the LNG transportation industry could adverselyaffect our business, particularly if such developments occur at a time when we are seeking new charters for our vessels.We rely exclusively on the cash flow generated from charters for our LNG vessels and management of third party LNG vessels. Dueto our lack of diversification, an adverse development in the LNG market and/or the LNG transportation industry could have asignificantly greater impact on our business, particularly if such developments occur at a time when our ships are not under charter ornearing the end of their charters, than if we maintained more diverse assets or lines of businesses.Our contracts for the four newbuildings we have on order are subject to risks that could cause delays in the delivery of the ships, whichcould adversely affect our results of operations and cash flows.Our four contracted newbuildings are scheduled to be delivered to us during 2024 and 2025. Significant delays in the delivery of theseships, would delay our receipt of revenues under the related time charters. For prolonged delays, the customer may terminate the charterand, in addition to the resulting loss of revenues, we may be responsible for additional substantial liquidated damages, which couldadversely affect our business, financial condition, results of operations and cash flows, including cash available for dividends to ourshareholders. In addition, the delivery of any of these ships with substantial defects or unexpected operational problems could have similarconsequences.The completion and delivery of newbuildings or conversions could be delayed because of:●quality or engineering problems;●changes in governmental regulations or maritime self-regulatory organization standards;●work stoppages or other labor disturbances at the shipyard;●bankruptcy or other financial crisis of the shipbuilder;●a backlog of orders at the shipyard;●political or economic disturbances;●weather interference or a catastrophic event, such as a major earthquake or fire;●accidents, diseases or pandemics, including the COVID-19 virus;●requests for changes to the original vessel specifications;●shortages of or delays in the receipt of necessary construction materials, such as steel;Table of Contents20●the inability to finance the construction or conversion of the vessels; or●the inability to obtain requisite permits or approvals.If delivery of a vessel is materially delayed, it could adversely affect our business, financial condition, results of operations and cashflows, including cash available for dividends to our shareholders.As we take delivery of our newbuildings or any secondhand ships we acquire in the future, we will need to expand our staff and crew.If we cannot recruit and retain employees and provide adequate compensation, our business, financial condition, results of operationsand cash flows may be adversely affected.Our ability to acquire and retain customers depends on a number of factors, including our ability to staff our vessels with masters,officers and crews of suitable experience in operating LNG carriers. As we take delivery of our newbuildings or any secondhand ships weacquire in the future, we expect to hire a significant number of seafarers qualified to staff and operate our new vessels, as well asadditional shoreside personnel. As the global LNG carrier fleet continues to grow, we expect the demand for technically skilled andexperienced officers and crew to increase. This could lead to an industry-wide shortfall of qualified personnel, resulting in increased crewcosts, which could constrain our ability to recruit suitable employees to operate our LNG carriers within our budget parameters.Material increases in crew costs could adversely affect our business, financial condition, results of operations and cash flows,including cash available for dividends to our shareholders. In addition, if we cannot recruit and retain sufficient numbers of quality on-board seafaring personnel, we may not be able to fully utilize our expanded fleet, which could have a material adverse effect on ourbusiness, financial condition, results of operations and cash flows, including cash available for dividends to our shareholders.We rely on our information systems to conduct our business and failure to protect these systems against security breaches couldmaterially disrupt our business and results of operations.GasLog’s business operations could be targeted by individuals or groups seeking to sabotage or disrupt GasLog’s information andoperational technology systems and networks, or to steal data. A successful cyber attack could materially disrupt GasLog’s operations,including the safety and integrity of our operations or lead to unauthorized release of information or alteration of information on itssystems. Any such attack or other breach of GasLog’s information technology systems could have a material adverse effect on GasLog’sbusiness and results of operations. While we have insurance policies in place to cover losses in the event of a cyber related event, there canbe no assurance that any specific event would be covered by these policies or that the losses would be covered in full.War, terrorism and geopolitical conflicts could be accompanied by cyber-attacks against instruments of the government and/or cyber-attacks on surrounding countries. Cyber-attacks against the Ukrainian government and other countries in the region were reported inconnection with the ongoing conflict between Russian and Ukraine in 2022. It is possible that such attacks could have collateral effects onadditional critical infrastructure and financial institutions globally, which could hinder our ability to conduct our business effectively andadversely impact our revenues. It is difficult to assess the likelihood of such threat and any potential impact at this time.We are subject to laws, directives, and regulations relating to the collection, use, retention, disclosure, security and transfer of personaldata. These laws, directives and regulations, as well as their interpretation and enforcement, continue to evolve and may be inconsistentfrom jurisdiction to jurisdiction. For example, the General Data Protection Regulation (“GDPR”), which regulates the use of personallyidentifiable information, went into effect in the EU on May 25, 2018 and applies globally to all of our activities conducted from anestablishment in the EU, to related products and services that we offer to EU customers and to non EU customers which offer services inthe EU. The GDPR requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtainingthe consent of individuals on how their data can be used. Complying with the GDPR and similar emerging and changing privacy and dataprotection requirements may cause us to incur substantial costs or require us to change our business practices. Non compliance with ourlegal obligations relating to privacy and data protection could result in penalties, fines, legal proceedings by governmental entities orothers, loss of reputation, legal claims by individuals and customers and significant legal and financial exposure and could affect ourability to retain and attract customers.Table of Contents21Changes in the nature of cyber threats and/or changes to industry standards and regulations may require additional expenses to ensurecompliance or might require us to adopt additional procedures for monitoring cybersecurity, which could require significant additionalexpenses and/or capital expenditures.We may have difficulty further expanding our fleet in the future.We may expand our fleet beyond our contracted newbuildings by ordering additional newbuildings or by making selectiveacquisitions of high-quality secondhand vessels to the extent that they are available in the same way that we acquired the Alexandroupoliand the eight vessels acquired from MSL in 2014 and 2015. Our future growth will depend on numerous factors, some of which arebeyond our control, including our ability to:●identify attractive ship acquisition opportunities and consummate such acquisitions;●obtain newbuilding contracts at acceptable prices;●obtain required equity and debt financing on acceptable terms;●secure charter arrangements on terms acceptable to us and to our lenders;●recruit and retain additional suitably qualified and experienced seafarers and shore-based employees;●continue to meet technical and safety performance standards;●manage joint ventures; and●manage the expansion of our operations to integrate the new ships into our fleet.We may not be successful in executing any future growth plans, and we cannot give any assurances that we will not incur significantexpenses and losses in connection with such growth efforts.Our credit facilities are secured by our ships and contain payment obligations and restrictive covenants that may restrict our businessand financing activities as well as our ability to pay dividends. A failure by us to meet our obligations under our credit facilities couldresult in an event of default under such credit facilities and foreclosure on our ships.Our credit facilities impose, and any future credit facility we enter into will impose, operating and financial restrictions on us and oursubsidiaries. These restrictions in our credit facilities generally limit our shipowning subsidiaries’ ability to, among other things:●incur additional indebtedness, create liens or provide guarantees;●provide any form of credit or financial assistance to, or enter into any non-arms’ length transactions with, us or any of ouraffiliates;●sell or otherwise dispose of assets, including our ships;●engage in merger transactions;●terminate any charter;●amend our shipbuilding contracts;●change the manager of our ships;●undergo a change in ownership; orTable of Contents22●acquire assets, make investments or enter into any joint venture arrangements outside of the ordinary course of business.Our credit facilities also impose certain restrictions relating to us and our other subsidiaries, including restrictions that limit our abilityto make any substantial change in the nature of our business or to engage in transactions that would constitute a change of control, asdefined in the relevant credit facility, without repaying all of our indebtedness in part or in full.Our credit facilities and bonds, including the 2029 Notes and the NOK 2024 Bonds defined below, also impose specified financialcovenants that apply to us and our subsidiaries on a consolidated basis and to GasLog Partners and its subsidiaries on a consolidated basis.These financial covenants generally include the following:●net working capital (excluding the current portion of long-term debt) must be not less than $0 (not included in the GasLogPartners financial covenants);●total indebtedness divided by our total assets must not exceed 75.0% (in the case of the GasLog Partners financial covenants,must be less than 65.0%);●the aggregate amount of cash and cash equivalents and short-term investments must be at least $75.0 million (in the case of theGasLog Partners financial covenants, the aggregate amount of cash and cash equivalents, short-term investments and availableundrawn facilities with remaining maturities of at least six months (excluding loans from affiliates) must be at least$45.0 million);●the ratio of EBITDA over our debt service obligations (including interest and debt repayments) on a trailing 12 months basismust be not less than 110.0%. The ratio shall be regarded as having been complied with even if the ratio falls below thestipulated 110% when cash and cash equivalents and short-term investments are at least $110.0 million (not included in theGasLog Partners financial covenants);●being permitted to pay dividends subject to no event of default having occurred or occurring as a consequence of the payment ofsuch dividends (in the case of the GasLog Partners financial covenants, being permitted to pay dividends subject to no event ofdefault having occurred or resulting from such payment); and●market value adjusted net worth must be not less than $350.0 million (not included in the GasLog Partners financial covenants).In addition, our credit facilities contain covenants requiring us and certain of our subsidiaries to maintain the aggregate of (i) themarket value, on a charter exclusive basis, of the mortgaged vessel or vessels and (ii) the market value of any additional security providedto the lenders, at a value of not less than 120.0% ((1) in the case of the debt financing agreement entered into in October 2015 (the“October 2015 Facility”) and the loan agreement GAS-twenty eight Ltd., GAS-thirty Ltd., GAS-thirty one Ltd., GAS-thirty two Ltd.,GAS-thirty three Ltd., GAS-thirty four Ltd. and GAS-thirty five Ltd. entered into on December 12, 2019 with 13 international banks, withCitibank N.A. London Branch and DNB Bank ASA, London Branch acting as agents on behalf of the other finance parties (the “7xNBFacility”), 115.0% for the first two years after each drawdown and 120.0% at any time thereafter, (2) in the case of the GasLog Hong Kongsale and leaseback transaction with Sea 190 Leasing (the “GasLog Hong Kong SLB”), 100%, (3) in the case of the GasLog Houston saleand leaseback transaction with Hai Kuo Shipping (the “GasLog Houston SLB”), 100% until December 31, 2022 inclusive and 110% atany time thereafter and (4) in the case of the credit agreement of $193.7 million GasLog Partners entered into on July 16, 2020, with DNBBank ASA, London Branch, and ING Bank N.V., London Branch, in order to refinance the existing indebtedness due in 2021 on three ofits vessels (the “GasLog Partners $193.7M Facility”), 130%) of the then outstanding amount under the applicable facility. If we fail tocomply with these covenants and are not able to obtain covenant waivers or modifications, our lenders could require us to makeprepayments or provide additional collateral sufficient to bring us into compliance with such covenants and, if we fail to do so, our lenderscould accelerate our indebtedness.Table of Contents23In addition, the terms of the Norwegian Kroner (‘‘NOK’’) denominated bonds issued under the agreement signed on November 27,2019, between GasLog and the bond trustee, as amended (the ‘‘NOK 2024 Bonds’’), include a dividend restriction according to whichGasLog may not (i) declare or make any dividend payment or distribution, whether in cash or in kind, (ii) re-purchase any of GasLog’sshares or undertake other similar transactions (including, but not limited to, total return swaps related to GasLog’s shares), or (iii) grantany loans or make other distributions or transactions constituting a transfer of value to GasLog’s shareholders (items (i), (ii) and (iii)collectively referred to as the “Distributions”) that in aggregate exceed during any calendar year $1.10/share. Notwithstanding theforegoing, GasLog may make any amount of Distributions, so long as the Group’s cash and cash equivalents and short-term investmentsexceed $150.0 million, provided that GasLog can demonstrate by delivering a compliance certificate to the bond trustee that no event ofdefault is continuing or would result from such Distributions. See “Item 5. Operating and Financial Review and Prospects—B. Liquidityand Capital Resources—Bonds”.Additionally, on September 24, 2021, GasLog entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certainaffiliates of The Carlyle Group and EIG (such affiliates, the “Purchasers”) and Wilmington Trust (London) Limited, as administrativeagent, for an amount of up to $325.0 million of 7.75% Notes due in 2029 (the “2029 Notes”). The Note Purchase Agreement requires thatGasLog comply with financial covenants that are identical to GasLog’s financial covenants, and also contains certain restrictions onindebtedness, liens, guarantees, asset sales and distributions, among others. Among other exceptions, new indebtedness is permitted whenthe Company meets pre-determined thresholds on a pro-forma basis for its “Charter Coverage Ratio” (the ratio of the present value ofqualified contracted revenues to the aggregate indebtedness of the Company on any date).In particular, the terms of the 2029 Notes, impose certain restrictions on GasLog and our wholly owned subsidiaries; for the avoidanceof doubt these do not include the Partnership and its subsidiaries. These restrictions generally limit our ability to, among other things:●incur additional indebtedness, create liens or provide guarantees in relation to indebtedness above an aggregate amount of $30.0million; certain exceptions apply mainly for indebtedness incurred in the normal course of business;●incur indebtedness for acquisitions of new vessels unless the Charter Coverage Ratio on a pro-forma basis is either above what itwould have been without the acquisition and incurrence of the associated debt or above pre-determined thresholds for theremaining tenor of the 2029 Notes;●incur indebtedness for acquisitions of second-hand vessels unless the Charter Coverage Ratio on a pro-forma basis is above pre-determined thresholds for the remaining tenor of the 2029 Notes;●engage in merger or other corporate reconstruction transactions;●sell or otherwise dispose of ships or shares in subsidiaries if the net proceeds are above $10.0 million unless such proceeds areapplied towards prepayment of the 2029 Notes;●undergo a change in ownership;●provide any loans to third parties except in the ordinary course of business; or●declare or make any dividend payment of distribution, that in aggregate exceed during any calendar year $1.10/share.Notwithstanding the foregoing, GasLog may make any amount of Distributions, so long as the Group’s cash and cash equivalents andshort-term investments exceed $150.0 million, provided that GasLog can demonstrate by delivering a compliance certificate to theadministrative agent that no event of default is continuing or would result from such Distributions.Table of Contents24Our ability to comply with covenants and restrictions contained in our financing arrangements may be affected by events beyond ourcontrol, including prevailing economic, financial and industry conditions. A failure to comply with covenants and restrictions or to meetour payment and other obligations could lead to defaults under our credit facilities which could cause our payment obligations to beaccelerated. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. Because obligations under ourfinancing arrangements are secured by our ships and are guaranteed by our ship-owning subsidiaries, if we are unable to repay debt underour financing arrangements, the lenders could seek to foreclose on those assets, which would materially and adversely impact ourbusiness, financial condition, results of operations and cash flows, including cash available for dividends to our shareholders. In addition, adefault under one of our credit facilities could result in the cross-acceleration of our other indebtedness. For more information regardingour credit facilities, please read “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—CreditFacilities”.Our debt levels may limit our flexibility in obtaining additional financing, pursuing other business opportunities and paying dividendson our Preference Shares.As of December 31, 2022, we had an aggregate of $3.3 billion of indebtedness outstanding under our credit agreements, the NOK2024 Bonds and the 2029 Notes, of which $295.0 million was repayable within one year, and finance lease liabilities of $336.4 million, ofwhich $48.5 million was repayable within one year. We may incur additional indebtedness in the future as we grow our fleet. This level ofdebt could have important consequences to us, including the following:●our ability to obtain additional financing, if necessary, for working capital, capital expenditures, ship acquisitions or otherpurposes may be impaired or such financing may not be available on favorable terms;●we will need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds thatwould otherwise be available for operations, future business opportunities and dividends to our shareholders;●the requirement on us to maintain minimum levels of liquidity as a percentage of our total debt, reducing the funds that wouldotherwise be available for operations, future business opportunities and dividends to our shareholders;●our costs of borrowing could increase as we become more leveraged;●our debt level may make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in ourindustry or the economy generally;●our debt level may limit our flexibility in responding to changing business and economic conditions; and●if we are unable to satisfy the restrictions included in any of our financing agreements or are otherwise in default under any ofthose agreements, as a result of our debt levels or otherwise, we will not be able to pay cash dividends to our shareholders.Our ability to service our debt depends upon, among other things, our future financial and operating performance, which will beaffected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. Ifour operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing ordelaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt orseeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or atall.Table of Contents25Our future capital needs are uncertain and we may need to raise additional funds. We must make substantial capital expenditures tofund any additional ships we may acquire in the future. In addition we cannot guarantee that renewal, replacement or new lines ofcredit will be available or will be available on similar or more favorable terms.We believe that our existing cash and cash equivalents and our operating cash flow will be sufficient to meet our anticipated cashrequirements for at least the next 12 months. However, we are obligated to make substantial capital expenditures to fund our commitmentsfor the four newbuildings we have on order. As of December 31, 2022, the total remaining balance of the contract prices of the four LNGcarriers on order was $700.6 million, of which $123.9 million is due within 12 months and will be funded by the four sale and leasebackagreements entered into on July 6, 2022 with CMBFL. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity andCapital Resources”. The delivery installments, which are anticipated on various dates in 2024 and 2025, are subject to a fair market valuetest, whereby we will receive an aggregate amount of financing of 92.5% of the lower of the newbuilding contract price and the fairmarket value at the time of delivery.To the extent that we are unable to draw down the amounts committed under the CMBFL sale and leaseback agreements, whether dueto failure to comply with the terms of such agreements or the lenders’ failure to fund the committed amounts, or to the extent that we areunable to put in place new debt facilities of sufficient quantum and on acceptable terms, we will need to find alternative financing. If weare unable to find alternative financing, we will not be capable of funding all of our commitments for capital expenditures relating to ourfour contracted newbuildings. If we fail to meet our payment obligations under a shipbuilding contract, we would be in default under theapplicable contract and the shipbuilder would have the option of cancelling the contract and retaining any previously funded installmentpayments.Our ability to borrow against the ships in our existing fleet and any ships we may acquire in the future largely depends on the value ofthe ships, which in turn depends in part on charter hire rates and the ability of our charterers to comply with the terms of their charters. Theactual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additionalcapital resources that we will require to purchase additional ships and to refinance our existing debt as balloon payments come due, or maysignificantly increase our costs of obtaining such capital. Our inability to obtain additional financing or committing to financing onunattractive terms could have a material adverse effect on our business, financial condition, results of operations and cash flows, includingcash available for dividends to our shareholders.In addition, we may choose to make substantial further capital expenditures to expand the size of our fleet and/or to convert existingLNG carriers to FSRUs/FSUs in the future. We expect to finance the cost of any new vessels, including conversion costs through availablecash, cash from operations and debt or equity financings. Our ability to obtain bank financing may be limited by our financial condition atthe time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economicconditions, changes in the LNG industry, changes to banking regulations and further contingencies and uncertainties that are beyond ourcontrol. Even if we are successful in obtaining the necessary funds, the terms of any debt financings could limit our ability further toexpand our fleet and to pay dividends to our shareholders.Securing access to additional funds in advance of the maturity of our debt facilities cannot be assured on the same or similar terms.Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt or to pay dividends toour shareholders. Any debt or additional equity financing raised may contain unfavorable terms to us or our shareholders. If we are unableto raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of ourfleet expansion plans.Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows,including cash available for dividends to our shareholders.Table of Contents26Our future ability to raise capital to repay or refinance our debt obligations or to fund our maintenance or growth capital expenditureswill depend on certain financial, business and other factors, many of which are beyond our control. To the extent that we are unable tofinance these obligations and expenditures with cash from operations or incremental bank loans or by issuing debt or equity securities,our ability to make cash dividends may be diminished, or our financial leverage may increase, or our shareholders may be diluted. Ourbusiness may be adversely affected if we need to access sources of funding which are more expensive and/or more restrictive.To fund our existing and future debt obligations and capital expenditures and any future growth, we will be required to use cash fromoperations, incur borrowings, and/or seek to access other financing sources. Our access to potential funding sources and our futurefinancial and operating performance will be affected by prevailing economic conditions and financial, business, regulatory and otherfactors, many of which are beyond our control. Continuing concerns over COVID-19, inflation, rising interest rates, energy costs,geopolitical issues, including acts of war and the availability and cost of credit have contributed to increased volatility and diminishedexpectations for the economy and the markets going forward. If we are unable to raise additional bank financing or generate sufficientcash flow to meet our debt, capital expenditure and other business requirements, we may be forced to take actions such as:●seeking waivers or consents from our creditors;●restructuring our debt;●seeking additional debt or equity capital;●selling assets;●reducing dividends;●reducing, delaying or cancelling our business activities, acquisitions, investments or capital expenditures; or●seeking bankruptcy protection.Such measures might not be successful, available on acceptable terms or enable us to meet our debt, capital expenditure and otherobligations. Some of these measures may adversely affect our business and reputation. In addition, our financing agreements may restrictour ability to implement some of these measures. Use of cash from operations and possible future sale of certain assets will reduce cashavailable for dividends to shareholders. Our ability to obtain bank financing or to access the capital markets may be limited by ourfinancial condition at the time of any such financing or offering as well as by adverse market conditions. Even if we are successful inobtaining the necessary funds, the terms of such financings could limit our ability to pay cash dividends to shareholders or operate ourbusiness as currently conducted. In addition, incurring additional debt may significantly increase our interest expense and financialleverage, and issuing additional equity securities may result in significant shareholder dilution and would increase the aggregate amount ofcash required to maintain our quarterly dividends to shareholders. Our liquidity position could be challenged in the future, and we mayneed to raise equity in order to remain in compliance with the financial covenants in our loan facilities.Our ability to pay our preference dividends or to redeem our Preference Shares may be limited by the amount of cash we generate fromoperations, by restrictions in our credit facilities and by additional factors unrelated to our profitability.The declaration and payment of any dividend (including cumulative dividends payable with respect to our Preference Shares) issubject to the discretion of our board of directors and the requirements of Bermuda law. The timing and amount of any dividend orredemption payments will be dependent on our earnings, financial condition, cash requirements and availability, restrictions in our debtagreements, the provisions of Bermuda law and other factors. The amount of cash we generate from operations and the actual amount ofcash we will have available for dividends or to redeem our Preference Shares will vary based upon, among other things:●general LNG shipping market conditions and trends, including charter rates, ship values, factors affecting supply and demand,technological advancements and opportunities for the profitable operations of LNG carriers;Table of Contents27●our ability to comply with the specified financial covenants in our loan facilities, NOK 2024 Bonds and as corporate guarantorfor certain loan facilities on a consolidated basis;●our ability to obtain new charters for our vessels at acceptable rates;●the charter hire payments we obtain from our charters as well as our ability to re-charter the vessels and the rates obtained uponthe expiration of our existing charters;●our fleet expansion and associated uses of our cash as well as any financing requirements;●the due performance by our charterers of their obligations;●delays in the delivery of newbuild vessels and the beginning of payments under charters relating to those vessels;●the level of our operating costs, such as the costs of crews, lubricants and insurance, as well as the costs of repairs, maintenanceor modifications of our ships;●the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-dockingof our ships;●our ability to obtain financing to fund capital expenditures, acquisitions and other corporate activities, funding by banks of theirfinancial commitments, and our ability to meet our obligations under our credit facilities;●prevailing global and regional economic or political conditions;●changes in interest rates;●the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;●changes in the basis of taxation of our activities in various jurisdictions; and●the amount of any cash reserves established by our board of directors.For information regarding the dividend payment restrictions in our financing agreements, see “—Risks Inherent in an Investment inGasLog—Our credit facilities are secured by our ships and contain payment obligations and restrictive covenants that may restrict ourbusiness and financing activities as well as our ability to pay dividends. A failure by us to meet our obligations under our credit facilitiescould result in an event of default under such credit facilities and foreclosure on our ships”.The amount of cash we generate from our operations may differ materially from our profit or loss for the period, which will beaffected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for dividends.Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the companyis, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value of the company’s assetswould thereby be less than its liabilities. Under our bye-laws, each common share is entitled to dividends as and when any such dividendsare declared by our board of directors. We may not declare a common dividend if the payment of our preference dividends is in arrears.As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may notpay dividends during periods when we record a profit. We can give no assurance that dividends will be paid in the future.Table of Contents28We are a holding company and we depend on the ability of our subsidiaries, including GasLog Partners, to distribute funds to us inorder to satisfy our financial obligations and to make dividend payments.We are a holding company. Our subsidiaries conduct substantially all of our operations and own all of our operating assets, includingour ships. As of February 24, 2023, we have no significant assets other than the equity interests in our subsidiaries, including GasLogPartners, in which we hold a 33.2% equity interest (including our 2.0% general partner interest). As a result, our ability to pay ourobligations and to make dividend payments depends entirely on our subsidiaries and their ability to distribute funds to us, including cashdistributions and management and administrative services fees received from GasLog Partners. The ability of a subsidiary to make thesedistributions could be affected by a claim or other action by a third party, including a creditor, or by the law of its jurisdiction ofincorporation which regulates the payment of dividends.On February 6, 2020, in light of reduced expectations for Steam vessel utilization and earnings, as well as increased spot exposure inits fleet, GasLog Partners announced that it will focus its capital allocation on debt repayment and prioritizing balance sheet strength. ThePartnership reduced its quarterly common unit distribution to $0.125 per unit for the first quarter of 2020, from $0.561 per unit for thefourth quarter of 2019 and then further decreased its quarterly common unit distribution to $0.01 per unit for the third quarter of 2020onwards. Currently, the Partnership’s capital allocation strategy remains unchanged with a focus on balance sheet strength, deleveraging,reducing the all-in break-even rates in the Partnership’s fleet and repurchasing GasLog Partners Preference Units on an opportunistic basisin the open market. Other factors which may impact the value of our equity interest in GasLog Partners and its ability to distribute funds tous are described in its public filings with the SEC. If we are unable to obtain funds from our subsidiaries, our board of directors mayexercise its discretion not to declare or pay dividends.Fluctuations in exchange rates and interest rates could result in financial losses for us.Fluctuations in currency exchange rates and interest rates may have an impact on our financial performance. We receive virtually allof our revenues in dollars, while some of our operating expenses, including certain employee costs and crew costs, are denominated ineuros. As a result, we are exposed to foreign exchange risk. However, we also maintain cash balances in euros, which amounted toapproximately $17.6 million as of December 31, 2022. We monitor exchange rate fluctuations on a continuous basis and we also hedgemovements in currency exchange rates. However, there is still a risk that currency fluctuations will have a negative effect on our business,financial condition, results of operations and cash flows, including cash available for dividends to our shareholders.Increased regulatory oversight, uncertainty relating to the nature and timing of the phasing out of the London Interbank Offered Rate(“LIBOR”), and agreement on any new alternative reference rates may adversely impact our ability to manage our exposure tofluctuations in interest rates and borrowing costs.As a result of the majority of our debt being primarily based on LIBOR and certain other interest rate benchmarks, fluctuations ininterest rates could have a material effect on our interest expense and borrowing costs. LIBOR and certain other interest rate benchmarksmay be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to performdifferently than in the past or cause other unanticipated consequences. On March 5, 2021, the U.K. Financial Conduct Authorityannounced the future cessation or loss of representativeness of LIBOR as currently published by the ICE Benchmark Administration witha target date immediately after June 30, 2023. The Alternative Reference Rates Committee (“ARRC”), a steering committee comprised ofU.S. financial market participants, has selected the Secured Overnight Finance Rate (“SOFR”) as published by the Federal Reserve Bankof New York as the preferred alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasuryrepo market. The manner and impact of this transition may materially adversely affect the trading market for LIBOR based agreements,including our credit facilities and interest rate swaps. As of December 31, 2022, our obligations under our secured credit facilities whichaccrue interest based on LIBOR with maturities extending past June 30, 2023 amounted to approximately $2.4 billion. While manyagreements governing our indebtedness contain mechanics intended to address the anticipated cessation of the availability of LIBOR, onceLIBOR ceases to be published, we will need to negotiate the replacement benchmark rate on other credit facilities and interest rate swapsand the use of an alternative rate or benchmark, may negatively impact our interest rate expense. Any other contracts entered into in theordinary course of business which currently refer to, use or include LIBOR may also be impacted.Further, if a LIBOR rate is not available on a determination date during the floating rate period for any of our LIBOR basedagreements, the terms of such agreements will require alternative determination procedures which may result in interest or dividendpayments differing from expectations and could affect our profit and the market value of our Preference Shares.Table of Contents29In addition, any changes announced by the Financial Conduct Authority (“FCA”), including the FCA Announcement, theIntercontinental Exchange (“ICE”) Benchmark Administration Limited (the independent administrator of LIBOR) or any other successorgovernance or oversight body, or future changes adopted by such body, in the method pursuant to which LIBOR rates are determined mayresult in a sudden or prolonged increase or decrease in reported LIBOR rates. If that were to occur, the level of interest or dividendpayments during the floating rate period for our LIBOR based agreements would be affected and could affect our profit or the marketvalue of our Preference Shares.As of December 31, 2022, the GasLog Partners $193.7M Facility had been transitioned to the three-month Chicago MercantileExchange (“CME”) Term SOFR Reference Rate as administered by CME Group Benchmark Administration Limited (“CBA”) and thecredit agreement of $576.9 million signed on July 16, 2020 (the “GasLog $576.9M Facility”) was transitioned to the daily non-cumulativecompounded SOFR rate as administered by Federal Reserve Bank of New York. In February 2023, the transition documentation for theGasLog Partners’ facility for up to $450.0 million signed on February 20, 2019 (the “2019 GasLog Partners Facility”) was also signed. Weare in discussions with the agents and lenders related to transitioning the October 2015 Facility, the 7xNB Facility, the facility that GasLogsigned on June 25, 2019 for the financing of the GasLog Warsaw (the “GasLog Warsaw Facility”) and the credit agreement of $260.3million that GasLog Partners signed on July 16, 2020 (the “ GasLog Partners $260.3M Facility”) to a SOFR rate, and we currently expectto enter into definitive documentation to transition each in March 2023. Transition of each of the GasLog Hong Kong SLB and theGasLog Houston SLB and the interest rate swaps to a SOFR rate is currently expected to follow by April 2023.The derivative contracts used to hedge our exposure to fluctuations in interest rates could result in reductions in our shareholders’equity as well as charges in our statement of profit and loss.We enter into derivative contracts from time to time for purposes of managing our exposure to fluctuations in interest rates applicableto floating rate indebtedness. As of December 31, 2022, we had 18 derivative contracts in place with a notional amount of $0.9 billion.The changes in the fair value of the 18 derivative contracts that have not been designated as cash flow hedging instruments are recognizedin our statement of profit or loss. Changes in the fair value of any derivative contracts that do not qualify for treatment as cash flow hedgesfor financial reporting purposes would affect, among other things, our profit and compliance with the market value adjusted net worthcovenants in our credit facilities.As of December 31, 2022, we had three Cross Currency Swaps, or “CCSs”, to exchange interest payments and principal on maturityon the same terms as the NOK 2024 Bonds, in order to hedge the variability of the functional currency equivalent cash flows on the NOK2024 Bonds. As of December 31, 2022, the three CCSs had a notional amount of $98.6 million and qualified as cash flow hedginginstruments for accounting purposes. The effective portion of changes in the fair value of CCSs is recognized in other comprehensiveincome while the ineffective portion impacts the statement of profit or loss for the period.We enter into forward foreign exchange contracts from time to time for purposes of managing our exposure to fluctuations in foreignexchange rates applicable to payments in foreign currencies (mainly Euros, British Pounds Sterling, Singapore dollars and Japanese Yen).As of December 31, 2022, we had 73 forward foreign exchange contracts in place with an aggregate notional amount of €49.2 million and13 forward foreign exchange contracts in place with an aggregate notional amount of S$39.5 million. The changes in the fair value ofthese contracts that have not been designated as cash flow hedging instruments are recognized in our statement of profit or loss. Changesin the fair value of any derivative contracts that do not qualify for treatment as cash flow hedges for financial reporting purposes wouldaffect, among other things, our profit and compliance with the market value adjusted net worth covenants in our credit facilities.There is no assurance that our derivative contracts will provide adequate protection against adverse changes in interest rates or thatour bank counterparties will be able to perform their obligations. In addition, as a result of the implementation of new regulation of theswaps markets in the United States, the European Union and elsewhere over the next few years, the cost and availability of interest rateand currency hedges may increase or suitable hedges may not be available.Table of Contents30Our earnings and business are subject to the credit risk associated with our contractual counterparties and if our counterparties fail toperform their obligations we could sustain significant losses which could have a material adverse effect on our financial condition andresults of operations.We enter into, among other things, time charters and other contracts with our customers, shipbuilding contracts and refund guaranteesrelating to newbuildings, credit facilities and commitment letters with banks, insurance contracts, interest rate swaps and foreign exchangeforward contracts. Such agreements subject us to counterparty credit risk. For example, for the year ended December 31, 2022, 31.0% ofour revenues derived from subsidiaries of Shell. We also have five vessels on charter to Cheniere, two vessels on charter to Centrica andone vessel on charter to each of Mitsui, Endesa, Jera and TotalEnergies. While we believe all our customers to be strong counterparties,their creditworthiness as assessed by independent parties such as credit rating agencies is less strong than that of Shell. In the future, wemay enter into new charters with these and other counterparties who are less creditworthy.The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend upon anumber of factors that are beyond our control and may include, among other things, general economic conditions, the condition of thenatural gas and LNG markets and charter hire rates. Should a counterparty fail to honor its obligations under agreements with us, we couldsustain significant losses which in turn could have a material adverse effect on our business, financial condition, results of operations andcash flows, including cash available for dividends to our shareholders.Our business depends on certain of our senior executives who are subject to increasing demands as a result of our growth and whomay not necessarily continue to work for us.Increasing demands are placed on our management as a result of our growth. As we expand operations, we must monitor ouroperations, control costs and maintain quality control. In addition, the provision of management services to our publicly traded subsidiary,GasLog Partners, has increased the complexity of our business and placed additional demands on our management. Our success dependsto a significant extent upon the abilities and the efforts of our Chairman, Peter G. Livanos, and certain of our senior executives.Mr. Livanos has substantial experience in the shipping industry and has worked with us for many years. He and certain of our seniorexecutives are important to the execution of our business strategies and to the growth and development of our business. If Mr. Livanos orone or more of our senior executives ceased to be affiliated with us, we may be unable to recruit other employees with equivalent talentand experience, and our business and financial condition could suffer.Risks Related to our Preference SharesWe are a “foreign private issuer” under the securities laws of the United States and the NYSE rules, and as such we are entitled toexemption from certain NYSE corporate governance standards, and you may not have the same protections afforded to shareholders ofcompanies that are subject to all of the NYSE corporate governance requirements.We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws ofthe United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well asdifferent financial reporting requirements. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporategovernance requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home countrypractice in lieu of the listing requirements of the NYSE, including (i) the requirement that a majority of the board of directors consist ofindependent directors, (ii) the requirement that a nominating/corporate governance committee be established, (iii) the requirement that thecompensation committee be composed entirely of independent directors and have a written charter addressing the committee’s purposeand responsibilities and (iv) the requirement of an annual performance evaluation of the compensation committee.As permitted by these exemptions, as well as by our bye-laws and the laws of Bermuda, we may have non-independent directorsserving as committee members on our compensation committee. As a result, non-independent directors may, among other things,participate in fixing the compensation of our management, making share and option awards and resolving governance issues regarding ourCompany.Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of theNYSE corporate governance requirements.Table of Contents31Our Preference Shares are subordinated to our debt obligations and investors’ interests could be diluted by the issuance of additionalpreference shares and by other transactions.Our Preference Shares are subordinated to all of our existing and future indebtedness. As of December 31, 2022, we had $3.3 billionof outstanding indebtedness. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to paydividends to shareholders. Our memorandum of association and bye-laws currently authorizes the issuance of an unlimited number ofpreference shares out of the 500,000,000 shares of share capital in one or more classes or series. The issuance of additional preferenceshares on a parity with or senior to our Preference Shares would dilute the interests of the holders of our Preference Shares, and anyissuance of preference shares senior to or at parity with our Preference Shares or of additional indebtedness could affect our ability to paydividends on, redeem or pay the liquidation preference on our Preference Shares. No provisions relating to our Preference Shares protectthe holders of our Preference Shares in the event of a highly leveraged or other transaction, including the sale, lease or conveyance of allor substantially all our assets or business, which might adversely affect the holders of our Preference Shares.Our Preference Shares rank pari passu with any other class or series of shares established after the original issue date of the PreferenceShares that is not expressly subordinated or senior to the Preference Shares as to the payment of dividends and amounts payable uponliquidation or reorganization. If less than all dividends payable with respect to the Preference Shares and any parity securities are paid, anypartial payment shall be made pro rata with respect to shares of Preference Shares and any parity securities entitled to a dividend paymentat such time in proportion to the aggregate amounts remaining due in respect of such shares at such time.Holders of our Preference Shares have extremely limited voting rights.Our common shares are the only class of our shares carrying full voting rights. Holders of the Preference Shares generally have novoting rights. However, if and whenever dividends payable on the Preference Shares are in arrears for six or more quarterly periods,whether or not consecutive, holders of Preference Shares (voting together as a class with all other classes or series of parity securities uponwhich like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board ofdirectors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board ofdirectors already has been increased by reason of the election of a director by holders of parity securities upon which like voting rightshave been conferred and with which the Preference Shares voted as a class for the election of such director). The right of such holders ofPreference Shares to elect a member of our board of directors will continue until all accumulated and unpaid dividends on the PreferenceShares have been paid in full. In addition, holders of Preference Shares are entitled to vote together with holders of common shares onmatters related to the approval of an amalgamation or merger.The Preference Shares represent perpetual equity interests and holders have no right to receive any greater payment than theliquidation preference regardless of the circumstances.The Preference Shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for paymentof a principal amount at a particular date. As a result, holders of the Preference Shares may be required to bear the financial risks of aninvestment in the Preference Shares for an indefinite period of time. In addition, the Preference Shares rank junior in all our indebtednessand other liabilities, and any other senior securities we may issue in the future with respect to assets available to satisfy claims against us.The payment due to a holder of Preference Shares upon a liquidation is fixed at the redemption preference of $25.00 per share plusaccumulated and unpaid dividends to the date of liquidation. If, in the case of our liquidation, there are remaining assets to be distributedafter payment of this amount, holders of Preference Shares will have no right to receive or to participate in these amounts. Furthermore, ifthe market price for Preference Shares is greater than the liquidation preference, holders of Preference Shares will have no right to receivethe market price from us upon our liquidation.Table of Contents32Following the close of the Transaction, our corporate actions are substantially controlled by the Rolling Shareholders, who have theability to effectively control the outcome of most important corporate matters. The interests of the Rolling Shareholders may bedifferent than yours.Following the consummation of the Transaction on June 9, 2021, certain existing shareholders, including Blenheim Holdings, whichis wholly owned by the Livanos family, and Olympic LNG, hold approximately 55.2% of the outstanding common shares of GasLog andGEPIF holds approximately 44.8%. As noted above, the holders of our Preferences Shares generally have no voting rights on mostmatters. See Item 3.D. – Risk Factors – Risks Relating to Our Securities. As a result of the foregoing, the Rolling Shareholders haveeffective control over our corporate strategy and the outcome of significant corporate matters, and investors may be prevented frominfluencing such matters including:●the composition of our board of directors and, through it, any determinations with respect to our operations, business directionand policies, including the appointment and removal of officers;●any determinations with respect to mergers or other business combinations;●our disposition of substantially all our assets; and●any change of control.The interests of the Rolling Shareholders may be different from yours. These actions may take place even if the holders of ourPreference Shares are opposed and therefore may adversely affect the market value of our Preference Shares.Tax RisksIn addition to the following risk factors, you should read “Item 10. Additional Information—E. Tax Considerations” for a morecomplete discussion of the material Bermuda and U.S. Federal income tax considerations relating to us and the ownership and dispositionof our common shares and Preference Shares.We may have to pay tax on U.S.-source income, which would reduce our earnings.Under the United States Internal Revenue Code of 1986, as amended, or the “Code”, the U.S. source gross transportation income of aship-owning or chartering corporation, such as ourselves, is subject to a 4% U.S. Federal income tax without allowance for deduction,unless that corporation qualifies for exemption from tax under a tax treaty or Section 883 of the Code and the Treasury Regulationspromulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable totransportation that begins or ends, but that does not both begin and end, in the United States.GasLog does not expect to qualify for the statutory tax exemption for the year of 2022 or for future years. Even if we do not qualifyfor such an exemption, we do not currently expect any resulting U.S. federal income tax liability to be material or materially reduce theearnings available for dividends to our shareholders. For 2022, the U.S. source gross transportation tax for the wholly owned subsidiariesof GasLog was $4.3 million. For a more detailed discussion, see the section entitled “Item 10. Additional Information—E. TaxConsiderations—Material U.S. Federal Income Tax Considerations—U.S. Taxation of Our Operating Income”.Table of Contents33If we were treated as a “passive foreign investment company”, certain adverse U.S. Federal income tax consequences could result toU.S. shareholders.A foreign corporation will be treated as a “passive foreign investment company”, or “PFIC”, for U.S. Federal income tax purposes ifat least 75% of its gross income for any tax year consists of certain types of “passive income”, or at least 50% of the average value of thecorporation’s assets produce or are held for the production of those types of “passive income”. For purposes of these tests, “passiveincome” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents androyalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests,income derived from the performance of services does not constitute “passive income”. U.S. shareholders of a PFIC are subject to adisadvantageous U.S. Federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from thePFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. If we are treated as a PFIC for anytax year, we will provide information to U.S. shareholders who request such information to enable them to make certain elections toalleviate certain of the adverse U.S. Federal income tax consequences that would arise as a result of holding an interest in a PFIC.Based on our proposed method of operation, we do not believe that GasLog is a PFIC for this tax year. In this regard, we intend totreat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income.Accordingly, we believe that our income from our time chartering activities does not constitute “passive income”, and the assets that weown and operate to produce that income do not constitute passive assets.There is, however, no legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, the U.S.Internal Revenue Service, or the “IRS”, or a court of law may not accept our position, and there is a risk that the IRS or a court of lawcould determine that we are a PFIC. Moreover, GasLog could constitute a PFIC for a future tax year if there were to be changes in thenature and extent of our operations.If the IRS were to find that GasLog is or has been a PFIC for any tax year, U.S. shareholders would face adverse tax consequences.Under the PFIC rules, unless those shareholders make certain elections available under the Code, such shareholders would be liable to payU.S. Federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon anygain from the disposition of our common shares or Preference Shares, as if the excess distribution or gain had been recognized ratablyover the shareholder’s holding period. Please read “Item 10. Additional Information—E. Tax Considerations—Material U.S. FederalIncome Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences” for a moredetailed discussion of the U.S. Federal income tax consequences to U.S. shareholders if GasLog Ltd. is treated as a PFIC.ITEM 4. INFORMATION ON THE COMPANYA. History and Development of the CompanyGasLog was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries are primarily engaged in the ownership,operation and management of vessels in the LNG market, providing maritime services for the transportation of LNG on a worldwide basisand LNG vessel management services. The Group conducts its operations through its vessel-owning subsidiaries and through its vesselmanagement services subsidiary.Our company and its founders have a long history in shipping and in LNG carriers. One of our largest shareholders is Ceres Shipping,whose founding family’s shipping activities commenced more than 100 years ago and which is currently controlled by our Chairman,Peter G. Livanos. Ceres Shipping owns its shareholding in GasLog through its wholly owned subsidiary, Blenheim Holdings. CeresShipping entered the LNG sector in 2001 by undertaking the management of BG Group’s owned fleet of LNG carriers through oursubsidiary GasLog LNG Services, and in 2003 GasLog was incorporated. Until 2010, when we took delivery of the GasLog Savannah andthe GasLog Singapore, our business principally consisted of providing technical ship management services, as well as plan approval andconstruction supervision services for newbuilding LNG carriers. As a result, we have had a longer presence in LNG shipping than manyother independent owners currently operating in the sector. For a description of our historical and current capital expenditures, see “Item 5.Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures”.Table of Contents34On April 4, 2012, we completed our initial public offering, or “IPO”, and our common shares began trading on the NYSE onMarch 30, 2012 under the ticker symbol “GLOG”. On January 22, 2014, GasLog completed a follow-on public offering of 10,925,000common shares (including 1,425,000 common shares in relation to the over-allotment option exercised in full by the underwriters) and aconcurrent private placement of 2,317,460 common shares at the public offering price to certain of its directors and officers and one of itsmajor shareholders. The offering and private placement resulted in net proceeds of $199.0 million which were used to partially finance theacquisition of the first three ships acquired from MSL in 2014. On April 16, 2014, GasLog completed a second follow-on public offeringof 4,887,500 common shares (including 637,500 common shares in relation to the over-allotment option exercised in full by theunderwriters). The offering resulted in net proceeds of $109.9 million which were used to partially finance the acquisition of the additionalthree ships acquired from MSL in 2014.On May 12, 2014, our subsidiary GasLog Partners completed an IPO of 9,660,000 common units (including 1,260,000 units inrelation to the over-allotment option exercised in full by the underwriters), resulting in net proceeds of $186.0 million. GasLog Partners isa Marshall Islands master limited partnership formed by us to own and operate LNG carriers under multi-year charters. Its common unitsrepresenting limited partner interests are traded on the NYSE under the ticker symbol “GLOP”. Concurrently with the initial publicoffering, GasLog Partners acquired a 100.0% ownership interest in GAS-three Ltd., GAS-four Ltd. and GAS-five Ltd., the entities thatowned the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney, from GasLog, in exchange for (i) 162,358 common units and9,822,358 subordinated units issued to GasLog representing a 49.8% ownership interest and all of the incentive distribution rights thatentitled GasLog to increasing percentages of the cash that the Partnership distributed in excess of $0.43125 per unit per quarter,(ii) 400,913 general partner units issued to GasLog Partners GP LLC, a wholly owned subsidiary of GasLog, representing a 2.0% generalpartner interest and (iii) $65.7 million of cash consideration paid directly to us from the offering proceeds. In addition to the cashconsideration of $65.7 million paid to us, GasLog Partners used the $186.0 million net proceeds of its IPO to (a) prepay $82.6 million ofdebt plus accrued interest of $0.4 million and (b) make a payment of $2.3 million (including $0.3 million accrued interest) to settle themark-to-market loss on termination of one interest rate swap and reduction of a second interest rate swap in connection with theaforementioned debt prepayment. The balance of $35.0 million was retained by GasLog Partners for general partnership purposes.Since GasLog Partners’ IPO, the Partnership has completed follow-on equity offerings as set out below, the proceeds of which havebeen used for general corporate purposes including partially funding the acquisition of the GasLog subsidiaries that owned the vesselslisted below: Date Acquisition Date of Equity OfferingEquity OfferingNet ProceedsVessels PurchasedCompletedSeptember 29, 2014Follow‑on commonequity offering$133.0 millionMethane Rita Andreaand Methane JaneElizabethSeptember 29, 2014June 26, 2015 Follow‑on commonequity offering$171.8 million Methane AlisonVictoria, MethaneShirley Elisabeth andMethane HeatherSallyJuly 1,2015August 5, 2016 Follow‑on commonequity offering$52.3 million GasLog SeattleNovember 1, 2016January 27, 2017 Follow‑on commonequity offering$78.2 million GasLog GreeceMay 3, 2017May 15, 2017 Preference equityoffering$138.8 million GasLog GenevaJuly 3, 2017May 16, 2017 onwards Common equityoffering through anat-the-marketcommon equityoffering whichcommenced in May2017 (the “ATMProgramme”)$123.4 million(through December31, 2020) Solaris MethaneBecki AnneOctober 20, 2017 November 14, 2018January 17, 2018 Preference equityoffering$111.0 million GasLog GibraltarApril 26, 2018November 15, 2018 Preference equityoffering$96.3 million GasLog GlasgowApril 1, 2019Table of Contents35On April 7, 2015, GasLog completed a public offering of 4,600,000 Preference Shares, par value $0.01 per share, liquidationpreference $25.00 per share and priced at $25.00 per share, including 600,000 shares issued upon the exercise in full by the underwritersof their option to purchase additional Preference Shares. The net proceeds from the offering after deducting underwriting discounts,commissions and other offering expenses were $110.7 million to be used for general corporate purposes. The Preference Shares are listedon the NYSE under the symbol “GLOG PR A”.As of February 24, 2023, GasLog holds a 33.2% interest in the Partnership and, as a result of its ownership of the general partner andthe fact that the general partner elects the majority of the Partnership’s directors in accordance with the Partnership’s partnershipagreement, or the “Partnership Agreement”, GasLog has the ability to control the Partnership’s affairs and policies. Consequently, GasLogPartners is consolidated in the Group’s financial statements. The Group’s control of the general partner and consequently of thePartnership could be challenged with a 66.67% vote by other unitholders. However, as the Partnership Agreement limits any singleunitholder to a maximum of 4.9% of the vote, it is highly unlikely that a coordinated vote of widely held unitholders will be organized tochange the Group’s control of the general partner. As a result, the Group continues to assume that control of the general partner is arelevant basis on which to conclude control of the Partnership.On June 24, 2019, the Partnership Agreement was amended, effective June 30, 2019, to eliminate the general partner’s incentivedistribution rights (the “IDRs”) in exchange for the issuance by the Partnership to GasLog of 2,532,911 common units and 2,490,000Class B units (of which 415,000 were Class B-1 units, 415,000 were Class B-2 units, 415,000 are Class B-3 units, 415,000 are Class B-4units, 415,000 are Class B-5 units and 415,000 are Class B-6 units), issued on June 30, 2019. The Class B units have all of the rights andobligations attached to the common units, except for voting rights and participation in distributions until such time as GasLog exercises itsright to convert the Class B units to common units. On July 1, 2020, 2021 and 2022, the 415,000 Class B-1 units, the 415,000 Class B-2units and the 415,000 Class B-3 units were converted into 415,000, 415,000 and 415,000 common units, respectively. The remaining ClassB units will become eligible for conversion on a one-for-one basis into common units at GasLog’s option on July 1, 2023, July 1, 2024 andJuly 1, 2025 for the Class B-4 units, Class B-5 units and the Class B-6 units, respectively. Following the IDR elimination, the allocation ofGasLog Partners’ profit to the non-controlling interests is based on the revised distribution policy for available cash stated in thePartnership Agreement as amended, effective June 30, 2019, and under which 98% of the available cash is distributed to the commonunitholders and 2% is distributed to the general partner.On June 29, 2020, GasLog completed the sale of 14,400,000 common shares at a price of $2.50 per share for total gross proceeds of$36.0 million through a private placement of unregistered common shares (“the Private Placement”). The net proceeds were used forgeneral corporate purposes. Approximately 75% of shares issued in the Private Placement were purchased by GasLog’s directors andaffiliates, including 6,500,000 common shares purchased by Blenheim Holdings, and 4,000,000 common shares purchased by OlympicLNG.On February 22, 2021, we announced that GasLog had entered into a Merger Agreement with GEPIF. Under the Merger Agreement, GEPIF would acquire all of the outstanding common shares of GasLog that are not held by the Rolling Shareholders of GasLog in exchange for $5.80 in cash per common share. On June 9, 2021, we announced the completion of the Transaction with GEPIF following the special general meeting of GasLog’s shareholders held virtually on June 4, 2021, where the Transaction and the related agreements (i) the previously announced Merger Agreement, (ii) the merger and (iii) the statutory merger agreement contemplated by the Merger Agreement, received the requisite approval of GasLog’s shareholders required by the Agreement and Plan of Merger, dated as of February 21, 2021 (and subsequently amended on April 20, 2021). Trading in GasLog’s common shares on the NYSE, was suspended with immediate effect and the delisting of the common shares from the NYSE became effective on June 21, 2021. GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference Shares remain outstanding and continue to trade in the NYSE. Following the consummation of the Transaction on June 9, 2021, certain existing shareholders, including Blenheim Holdings, which is wholly owned by the Livanos family, and Olympic LNG, hold approximately 55.2% of the outstanding common shares of GasLog and GEPIF holds approximately 44.8%. In addition, Peter G. Livanos holds a proxy to vote the shares of the Rolling Shareholders, and as a result of holding such proxy, controls more than a majority of the voting stock of the Company and controls the right to appoint a majority of the board of the Company. We maintain our principal executive offices at 69 Akti Miaouli, 18537 Piraeus, Greece. Our telephone number at that address is+30 210 459 1000. We are registered with the Registrar of Companies in Bermuda under registration number 33928. We maintain aregistered office in Bermuda at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda.Table of Contents36We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Inaccordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may obtain copiesof all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other informationregarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC athttp://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed athttp://www.gaslogltd.com.B. Business OverviewOverviewWe are an international owner, operator and manager of LNG carriers providing support to international energy companies as part oftheir LNG logistics chain. Our owned and bareboat fleet as of February 24, 2023, consists of 38 LNG carriers, including 33 ships on thewater, four LNG carriers on order at one of the world’s leading LNG shipbuilders, DSME and one LNG carrier undergoing conversioninto an FSRU. This includes 14 LNG carriers in GasLog Partners’ owned and bareboat fleet. We have entered into certain agreements withGasLog Partners governing our relationship, including purchase options for certain of our ships. We currently manage and operate 34 LNGcarriers including 14 of our wholly owned ships in operation, as well as one LNG carrier undergoing conversion into an FSRU, 12 shipscontributed or sold to the Partnership, one additional LNG carrier in which we have a 25.0% interest and seven vessels secured underlong-term bareboat charters from Lepta Shipping, Sea 190 Leasing, Hai Kuo Shipping, CDBL and another unrelated party. We are alsosupervising the construction of our newbuildings. We operate our vessels under time charters. As of December 31, 2022, these contractsare expected to provide total contracted revenues of $3.7 billion during their initial terms, which expire between 2023 and 2035. During2022, 2021 and 2020, we generated revenues of $916.3 million, $809.6 million and $674.1 million, respectively. For disaggregation ofrevenues, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Customers”.The LNG carrier in which we have a 25.0% interest is the Methane Nile Eagle, a 2007-built LNG carrier technically managed by usthat is currently operating under a 20-year time charter to MSL.Our current time charters have initial terms of up to 12 years and include options that permit the charterers to extend the terms forsuccessive periods under hire rate provisions. We will continue to evaluate the attractiveness of longer and shorter-term charteringopportunities as the commercial characteristics of the LNG carrier industry evolve. Our orderbook of new LNG carriers has staggereddelivery dates, facilitating a smooth integration of the ships into our fleet as well as significant annual growth through 2025. This has theadditional advantage of spreading our exposure to the re-delivery of these ships over several years upon expiration of their currentcharters.Each of our 33 owned and bareboat LNG carriers, the four LNG carriers under construction and the one LNG carrier undergoingconversion into an FSRU is designed with a capacity of between approximately 145,000 cbm and 180,000 cbm. We believe this size rangemaximizes their operational flexibility as these ships are compatible with most existing LNG terminals around the world. All but one ofthe LNG carriers in our owned and bareboat fleet are of similar specifications, which allows us to benefit from economies of scale andoperating efficiencies in ship construction, crew training, crew rotation and shared spare parts. Our owned and bareboat fleet has anaverage age of 8.2 years, making it one of the youngest in the industry. By comparison, as of December 31, 2022, the average age for theglobal trading LNG carrier fleet including LNG carriers of all sizes, was 10.62 years.Our wholly owned subsidiary, GasLog LNG Services, exclusively handles the technical management of our fleet, including planapproval for new ship orders, supervision of ship construction and planning and supervision of dry-dockings, as well as technicaloperations, crewing, training, maintenance, regulatory and classification compliance and health, safety, security and environmental, or“HSSE”, management and reporting. With over 20 years of technical management experience, including 15 years as sole technicalmanager of BG Group’s owned fleet of LNG carriers, we have established a track record for the efficient, safe and reliable operation ofLNG carriers which is evidenced by our safety performance and the limited off-hire days of the 35 ships currently operating under ourmanagement.Table of Contents37A wholly owned subsidiary of GasLog acquired a 20% shareholding in Gastrade in 2016. Gastrade is licensed to develop an LNGreceiving terminal utilizing an FSRU offshore Alexandroupolis in Northern Greece. The FSRU will be connected to the Greek nationalgrid via a 24km subsea pipeline. A wholly owned subsidiary of GasLog has executed a long-term Operation and Maintenance Agreementwith Gastrade under which GasLog will be the operator of the FSRU. This agreement is tied to the Terminal Use Agreement of theAlexandroupolis Project. In March 2020, Gastrade concluded the second phase of the regulatory market test for long-term capacity in theterminal with an aggregate long-term profile of binding offers for up to 15 years, reaching 2.6 billion cubic meters per year, from Greekand international natural gas companies, as well as end consumers. The binding offers were subsequently confirmed by the signing ofAdvanced Capacity Reservation Agreements for the reservation of regasification capacity at the FSRU terminal. DEPA, the Greek StateGas Company, acquired a 20% shareholding in Gastrade in 2019. BulgarTransGaz, the Bulgarian State Gas Transportation Companyacquired a 20% shareholding in Gastrade in 2020 and DESFA, the Greek National Gas Transmission Operator acquired a 20%shareholding in Gastrade in December 2021. Gastrade signed contracts with the Pipeline EPCI Contractor, the Mooring Contractor andGasLog, as the FSRU provider. Gastrade took Final Investment Decision (“FID”) on the project in January 2022 and the start-up of theLNG regasification terminal in Alexandroupolis is anticipated to occur in the fourth quarter of 2023. On February 2, 2022, GasLog enteredinto an agreement for the sale of the Alexandroupoli to Gastrade for $265.1 million, payable in installments, following the completion ofits conversion to an FSRU. On February 3, 2022, GasLog, through its subsidiary GAS-fifteen Ltd., issued a Final Notice to Proceed toKeppel Shipyard Ltd. for the conversion of the vessel into an FSRU in connection with the FID taken by Gastrade. In February 2023,Alexandroupoli registered under the Greek flag and entered into the shipyard for FSRU conversion, which is expected to be completed bythe fourth quarter of 2023.In September 2019, GasLog announced that a wholly owned subsidiary of GasLog had signed a 10-year time charter with Sinolam forthe provision of a LNG FSU to a gas-fired power project being developed on Panama. On January 23, 2023, GasLog received a notice oftermination of the above charter from Sinolam.On October 26, 2021, GasLog Partners’ subsidiary, GAS-three Ltd and GasLog’s subsidiary, GAS-ten Ltd. completed the sale andleaseback of the GasLog Shanghai and the GasLog Salem respectively with CDBL. The vessels were sold and leased back under bareboatcharters with CDBL for a period of five years with no repurchase option or obligation.On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd., completed the sale and leaseback of the GasLog Skagen with CDBL. Thevessel was sold and leased back under a bareboat charter with CDBL for a period of five years with no repurchase option or obligation.On September 14, 2022, GasLog Partners’ subsidiary, GAS-twenty Ltd., completed the sale of the Methane Shirley Elisabeth to anunrelated third party.On October 31, 2022, GasLog Partners’ subsidiary, GAS-twenty one Ltd., completed the sale and leaseback of the Methane HeatherSally with an unrelated party. The vessel was sold and leased back under a bareboat charter until the middle of 2025, with no repurchaseoption or obligation.On January 17, 2023, GasLog’s subsidiary, GasLog Hellas-2 Special Maritime Enterprise, the vessel-owning entity of the GasLogAthens, signed a memorandum of agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expectedto be completed upon redelivery of the vessel from its current charterer.On January 24, 2023, GasLog delivered an unsolicited non-binding proposal to the Partnership’s board of directors to acquire all ofthe outstanding Common Units not already beneficially owned by GasLog. In connection with the proposed transaction, each CommonUnit would receive overall value of $7.70 per Common Unit in cash, consisting in part of a special distribution by the Partnership of $2.33per Common Unit in cash to be distributed to the Partnership unitholders immediately prior to the closing of the proposed transaction andthe remainder to be paid by GasLog as merger consideration at the closing of the proposed transaction. There can be no assurance that anydiscussions that may occur between GasLog and the Partnership with respect to the proposed transaction will result in the entry into adefinitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transactionprovided for in such definitive agreement.Table of Contents38GasLog Partners’ subsidiary, GAS-seventeen Ltd., owner of Methane Jane Elizabeth, is currently in advanced stages of negotiationswith Venice for the provision of an FSRU to be deployed at Outer Harbor in Adelaide, South Australia. Subject to final agreement of thecharter terms and the satisfaction of customary conditions precedent including the project taking FID, the Methane Jane Elizabeth willundergo modifications and conversion to an FSRU and is expected to be delivered to Venice no later than the fourth quarter of 2025 for aten-year time charter.In March 2023, the board of directors of GasLog Partners and GasLog approved management’s recommendation to proceed with thesale and leaseback of the GasLog Sydney, a 155,000 cbm TFDE LNG carrier built in 2013 and the GasLog Saratoga, a 155,000 cbmTFDE LNG carrier built in 2014, each with CDBL for a period of five years under bareboat charters with no purchase option or obligation,but including a profit share mechanism. The completion of the sale and leasebacks is subject to the signing of final documentation withCDBL.Our FleetOwned FleetThe following table presents information about our wholly owned vessels and their associated time charters as of February 24, 2023: YearCharterOptionalVessel Name BuiltcbmCharterer PropulsionExpirationPeriod1Alexandroupoli (1)2010 153,600N/ATFDEN/AN/A2GasLog Singapore (2)2010 155,000Singapore LNG CorporationTFDEApril 2023—3 GasLog Athens (3) 2006 145,000 DESFA Steam June 2023 2023 (3)4 GasLog Savannah 2010 155,000 Multinational Oil and Gas Company (4) TFDE July 2024 2025 (4)5 GasLog Saratoga 2014 155,000 Mitsui TFDE September 2024 —6 GasLog Genoa 2018 174,000 Shell X-DF March 2027 2030-2033 (5)7 GasLog Windsor 2020 180,000 Centrica X-DF April 2027 2029-2033 (6)8 GasLog Westminster 2020 180,000 Centrica X-DF July 2027 2029-2033 (6)9 GasLog Georgetown 2020 174,000 Cheniere X-DF November 2027 2030-2034 (7)10 GasLog Galveston 2021 174,000 Cheniere X-DF January 2028 2031-2035 (7)11 GasLog Wellington 2021 180,000 Cheniere X-DF June 2028 2031-2035 (7)12 GasLog Winchester 2021 180,000 Cheniere X-DF August 2028 2031-2035 (7)13 GasLog Gladstone 2019 174,000 Shell X-DF January 2029 2032-2035 (5)14 GasLog Warsaw 2019 180,000 Endesa X-DF May 2029 2035-2041 (8)15 GasLog Wales 2020 180,000 Jera X-DF March 2032 2035-2038 (9)Table of Contents39The following table presents information about GasLog Partners’ fleet and their associated time charters as of February 24, 2023: Year Charter Optional Vessel NameBuiltcbmCharterer PropulsionExpirationPeriod1GasLog Sydney2013155,000NaturgyTFDEApril 2023—2GasLog Geneva2016174,000ShellTFDESeptember 20232028-2031 (5)3Methane Rita Andrea2006145,000Energy MajorSteamOctober 2023—4 Methane Alison Victoria 2007 145,000 CNTIC VPower Steam October 2023 2024-2025 (10)5 GasLog Gibraltar 2016 174,000 Shell TFDE October 2023 2028-2031 (5)6 Solaris 2014 155,000 Energy Major TFDE October 2023 —7 GasLog Santiago 2013 155,000 Trafigura TFDE December 2023 2028 (11) 8 GasLog Seattle 2013 155,000 Major Trading House TFDE March 2023 —Energy Trading Company (12)March 2024—9 Methane Jane Elizabeth 2006 145,000 Cheniere Steam March 2024 2025 (7)10 GasLog Greece 2016 174,000 Shell TFDE March 2026 2031 (5)11 GasLog Glasgow 2016 174,000 Shell TFDE June 2026 2031 (5)12 Methane Becki Anne 2010 170,000 Shell TFDE March 2029 (13) —Bareboat VesselsThe following table presents information about our bareboat fleet and their associated time charters as of February 24, 2023:Year Charter Optional Vessel NameBuiltcbmChartererPropulsionExpirationPeriod1GasLog Skagen (14)2013155,000Tokyo LNGTFDESeptember 2024—2GasLog Hong Kong (14)2018174,000TotalEnergiesX-DFDecember 20252028 (15)3 GasLog Salem (14) 2015 155,000 Gunvor TFDE March 2026 —4 Methane Julia Louise (14) 2010 170,000 Shell TFDE March 2026 2029-2031 (5)5 GasLog Houston (14) 2018 174,000 Shell X-DF May 2028 2031-2034 (5)The following table presents information about GasLog Partners’ bareboat fleet and their associated time charters as of February 24,2023: Year Charter OptionalVessel NameBuiltcbmChartererPropulsionExpirationPeriod1 GasLog Shanghai (14) 2013 155,000 Woodside TFDE February 2025 2026 (16)2Methane Heather Sally (14) 2007 145,000 SEA Charterer Steam July 2025 —(1)The vessel GasLog Chelsea was renamed to Alexandroupoli in February 2023. The vessel is currently undergoing conversion into an FSRU.(2)The vessel is chartered to Singapore LNG Corporation.(3)The vessel Methane Lydon Volney was renamed to GasLog Athens in October 2022. The vessel is chartered to DESFA for a period of one year. DESFA has the right toextend the charter by six additional months provided that DESFA gives us advance notice of declaration. Upon redelivery from DESFA, the vessel will be sold to anunrelated third party.(4)The vessel is chartered to a multinational oil and gas company. The charterer has the right to extend the charter by one additional period of one year, provided that thecharterer gives us advance notice of the declaration.(5)Shell has the right to extend the charters of (a) the GasLog Genoa, the GasLog Houston and the GasLog Gladstone by two additional periods of three years, (b) theGasLog Geneva and the GasLog Gibraltar by two additional periods of five and three years, respectively, (c) the Methane Julia Louise for a period of either three orfive years and (d) the GasLog Greece and the GasLog Glasgow for a period of five years, provided that Shell gives us advance notice of the declarations. The periodsshown reflect the expiration of the minimum optional periods and the maximum optional periods.(6)Centrica has the right to extend the charters by three additional periods of two years, provided that Centrica gives us advance notice of declaration. The periods shownreflect the expiration of the minimum optional periods and the maximum optional periods.Table of Contents40(7)Cheniere has the right to extend the charters of (a) the GasLog Georgetown, the GasLog Galveston, the GasLog Wellington and the GasLog Winchester by threeconsecutive periods of three years, two years and two years, respectively and (b) the Methane Jane Elizabeth by an additional period of one year, provided thatCheniere gives us advance notice of the declarations. The periods shown reflect the expiration of the minimum optional periods and the maximum optional periods.(8)Endesa has the right to extend the charter of the GasLog Warsaw by two additional periods of six years, provided that Endesa gives us advance notice of declaration.The period shown reflects the expiration of the minimum optional period and the maximum optional period.(9)Jera has the right to extend the charter by two additional periods of three years, provided that Jera gives us advance notice of declaration. The period shown reflects theexpiration of the minimum optional period and the maximum optional period.(10)The charterer may extend the term of the related charter by two additional periods of one year, provided that the charterer gives us advance notice of declaration. Theperiod shown reflects the expiration of the minimum optional period and the maximum optional period.(11)Trafigura may extend the term of this time charter for a period ranging from one to five years, provided that the charterer gives us advance notice of declaration.(12)The vessel is expected to commence its time charter with a Swiss-headquartered energy trading company following expiration of its current charter with a major tradinghouse.(13)The charterer extended the term of the related charter from March 2024 to March 2029 exercising the five-year extension option.(14)Gas-six Ltd., GAS-ten Ltd. and GAS-three Ltd. have sold the GasLog Skagen, the GasLog Salem and the GasLog Shanghai, respectively, to CDBL and leased themback for a period of five years, with no repurchase option or obligation. GAS-twenty one Ltd. has sold the Methane Heather Sally to an unrelated party and leased backunder a bareboat charter until the middle of 2025 with no repurchase option or obligation. GAS-twenty five Ltd., GAS-twenty six Ltd. and GAS-twenty four Ltd. havesold the GasLog Hong Kong to Sea 190 Leasing, the Methane Julia Louise to Lepta Shipping and the GasLog Houston to Hai Kuo Shipping, respectively, and leasedthem back for a period of up to twelve, 17 and eight years, respectively. GAS-twenty five Ltd. and GAS-twenty six Ltd. have the option and GAS-twenty four Ltd. hasthe option and the obligation to re-purchase the vessels on pre-agreed terms.(15)TotalEnergies has the right to extend the charter for a period of three years, provided that TotalEnergies provides us with advance notice of declaration.(16)The charterer has the right to extend the charter by an additional period of one year, provided that the charterer gives us advance notice of declaration.Newbuilds Estimated Expected Charter Vessel NameDelivery(1)cbmChartererPropulsionExpiration(2)1Hull No. 2532Q3 2024 174,000Multinational Oil and Gas CompanyMEGI20312Hull No. 2533Q3 2024 174,000MitsuiMEGI20333 Hull No. 2534 Q3 2025 174,000 Woodside MEGI 20354 Hull No. 2535 Q4 2025 174,000 Woodside MEGI 2035(1)Expected delivery quarters are presented.(2)Charter expiration to be determined based upon actual date of delivery.Key Fleet CharacteristicsThe key characteristics of our current owned and bareboat fleet include the following:●each ship is sized at between approximately 145,000 cbm and 180,000 cbm capacity, which places our ships in the medium- tolarge-size class of LNG carriers; we believe this size range maximizes their efficiency and operational flexibility, as these shipsare compatible with most existing LNG terminals around the world;●each ship is double-hulled, which is standard in the LNG industry;●each ship has a membrane containment system incorporating current industry construction standards, including guidelines andrecommendations from Gaztransport and Technigaz (the designer of the membrane system) as well as updated standards fromour classification society;Table of Contents41●each of our delivered ships is equipped with a modern Steam turbine or has TFDE or X-DF engine propulsion technology;●Bermuda is the flag state of each ship with the exception of the GasLog Warsaw and the GasLog Athens which each have aGreek flag;●each of our delivered ships has received, and each of our newbuildings is expected to receive, an ENVIRO+ notation from ourclassification society, which denotes compliance with its published guidelines concerning the most stringent criteria forenvironmental protection related to design characteristics, management and support systems, sea discharges and air emissions;and●as of December 31, 2022 our owned and bareboat fleet has an average age of 8.2 years, making it one of the youngest in theindustry, compared to an average age of 10.62 years for the global trading LNG carrier fleet including LNG carriers of all sizes asof December 31, 2022.In addition to our owned and bareboat fleet, we have a 25.0% ownership interest in Egypt LNG, an entity whose principal asset is theMethane Nile Eagle. The Methane Nile Eagle is a 145,000 cbm LNG carrier that was built in 2007. It is currently chartered to MSL undera 20-year time charter, which is subject to extension for up to 10 years at the charterer’s option.Managed FleetThrough GasLog LNG Services, we provide technical ship management services for one LNG carrier owned by a third party inaddition to management of the 34 LNG carriers currently operating in our owned and bareboat fleet. We supervised the construction ofeach LNG carrier in our managed fleet, and each ship has operated under our technical management since its delivery from the shipyard.The following table provides information about our managed, third party owned ship (not including the bareboat vessels): GasLog Charter Vessel NameYear BuiltcbmPropulsionOwnershipShip Owner Expiration1Methane Nile Eagle (1)2007 145,000Steam 25.0% Egypt LNG (1)2027(1)The Methane Nile Eagle is owned by Egypt LNG in which we indirectly hold a 25.0% equity interest. Shell Integrated Gas Thailand PTE. Ltd., a subsidiary of Shell,and Eagle Gas Shipping Co. E.S.A., an entity affiliated with the government of Egypt, have 25.0% and 50.0% equity interests, respectively, in Egypt LNG.Ship Time ChartersWe provide the services of our ships under time charters. A time charter is a contract for the use of the ship for a specified term at adaily hire rate. Under a time charter, the ship owner provides crewing and other services related to the ship’s operation, the cost of which iscovered by the hire rate, and the customer is responsible for substantially all of the ship voyage costs (including bunker fuel, port charges,canal fees and LNG boil-off).Our time charters provide for redelivery of the ship to us at the expiration of the term, which may be extended upon the charterer’sexercise of its extension options, or upon earlier termination of the charter (as described below) plus or minus a specified number of dayswhich is a standard flexibility offered to the charterer to facilitate the final voyage of the charter. Our charter contracts do not provide thecharterers with options to purchase our ships during or upon expiration of the charter term.The following discussion describes the material terms of the time charters for our owned and bareboat ships.Initial Term, Extensions and RedeliveryLong-term Market (defined as charter parties with initial duration of more than three years)The initial term charter for the Methane Becki Anne to MSL began upon its acquisition by GasLog in 2015 and will terminate in 2029following the declaration of the five-year option charter period by MSL. There are no further other options remaining.Table of Contents42The initial term of the time charter for the Methane Julia Louise began upon delivery to GasLog and will terminate in 2026. MSL hasthe option to extend the long-term bareboat charter of the Methane Julia Louise which is now owned by Lepta Shipping and leased back toGasLog, for an additional period of either three or five years beyond the initial charter expiration date.The initial term of the time charter for the GasLog Greece, the GasLog Glasgow, the GasLog Geneva and the GasLog Gibraltarbegan upon delivery of the ships and will terminate in 2026, 2026, 2023 and 2023, respectively. For the GasLog Greece and the GasLogGlasgow, MSL has options to extend the terms of the charters for five years and for the GasLog Geneva and the GasLog Gibraltar, MSLhas the option to extend the terms of the charters by two additional periods of five and three years, respectively. Each charter requires thatthe charterer provide the owner with advance notice of its exercise of any extension option.The GasLog Houston was delivered from the shipyard in January 2018 and delivered into her time charter with MSL in January 2019.The initial charter term for the ship will terminate in 2028. MSL has options to extend the terms of the charter of the GasLog Houstonwhich is now owned by Hai Kuo Shipping and leased back to GasLog, for two consecutive periods of three years each, all at specified hirerates.Our time charter to MSL for the GasLog Genoa and the GasLog Gladstone began when the ships were delivered from the shipyard inMarch 2018 and March 2019, respectively. The initial charter terms for the ships will terminate in 2027 and 2029, respectively. MSL hasoptions to extend terms of the charters for two consecutive periods of three years each, all at specified hire rates.Our time charter to Total for the GasLog Hong Kong began when the ship was delivered from the shipyard in March 2018. The initialcharter term will terminate in 2025. Total has the option to extend the term of the charter of the GasLog Hong Kong which is now ownedby Sea 190 Leasing and leased back to GasLog, by a three-year period at the charterer’s option at a specified hire rate.Our time charters to Centrica for the GasLog Windsor and the GasLog Westminster began when the ships were delivered from theshipyard in 2020. The initial charter terms will terminate in 2027. Centrica has the option to extend the term of the charters by threeconsecutive periods of two years each at the charterer’s option.Our time charter to Jera for the GasLog Wales began upon delivery of the vessel in 2020. The initial charter terms will terminate in2032. Jera has the option to extend the term of the charter by two consecutive periods of three years.Our time charter to Cheniere for the GasLog Georgetown began when the ship was delivered from the shipyard in 2020 and the initialcharter terms will terminate in 2027. The time charters for the GasLog Galveston, the GasLog Wellington and the GasLog Winchesterbegan upon delivery of the vessels from the shipyard in 2021 and the initial charter terms will terminate in 2028. Cheniere has the optionto extend the term of each of the charters by three consecutive periods of three years, two years and two years, respectively.Our time charter to Endesa for the GasLog Warsaw began in May 2021. The initial charter term will terminate in 2029. Endesa has theoption to extend the term of the charter by two six-year periods beyond the initial charter expiration date.Our time charter to a multinational oil and gas company for the Hull No. 2532 will begin upon delivery of the vessel from theshipyard in 2024 and the initial charter terms will terminate in 2031. The charterer has the option to extend the term of the charter by aperiod of three years.Our time charter to Mitsui for the Hull No. 2533 will begin upon delivery of the vessel from the shipyard in 2024 and the initialcharter terms will terminate in 2033. Mitsui has the option to extend the term of the charter by two consecutive periods of two years.Our time charters to Woodside for the Hull Nos. 2534 and 2535 will begin upon delivery of the vessels from the shipyard in 2025 andthe initial charter terms will terminate in 2035. The charterer has the option to extend the term of the charter by two consecutive periods ofthree years and two years.Table of Contents43Short-term Spot Market (defined as charter parties with initial duration of less than three years)Our time charter to Trafigura for the GasLog Santiago began in August 2018 and will terminate in December 2023 followingTrafigura’s exercise of the second optional period of one further year. Trafigura retains the option to further extend the term of the timecharter for five years at a specified rate.Our time charter to Gunvor for the GasLog Salem began in June 2019. There is a variable rate of hire within an agreed range duringthe charter period which will cease and switch to a specified rate in April 2023 until the charter is terminated in March 2026 following anagreement to extend the charter by three years. The vessel is now owned by a wholly owned subsidiary of CDBL and leased back toGasLog.Our time charter to Woodside for the GasLog Shanghai began in February 2023 and will terminate after two years. Woodside has theoption to extend the term of the charter by a period of one year, provided that the charterer gives advance notice. The vessel is owned by awholly owned subsidiary of CDBL and leased back to GasLog Partners.Our time charter to CNTIC VPower for the Methane Alison Victoria began in October 2020 and the charter will terminate in October2023. CNTIC VPower has the option to extend the term of the charter by two additional periods of one year, provided that the charterergives advance notice.The initial time charter for the Methane Jane Elizabeth to Cheniere began in December 2020 and the charter will terminate in March2024 following the charterer’s exercise of the first option period for one year. Cheniere has the option to extend the term of the charter byan additional option period of one year at a specified rate.The Solaris, following a series of successful spot fixtures after the vessel’s redelivery from the initial long-term charter with Shell inMay 2022, commenced a one-year charter with an Energy Major which will terminate in October 2023.The Methane Heather Sally commenced a three-year charter with a SEA charterer in August 2022 which will terminate in July 2025.The Methane Rita Andrea commenced a one-year time charter with an Energy Major which will terminate in October 2023.The GasLog Athens commenced a one-year time charter with DESFA in June 2022 which will terminate in June 2023. DESFA has theoption to extend the term of the charter by 180 days.The GasLog Savannah commenced a time charter with a multinational oil and gas company in September 2022 which will terminatein July 2024. The charterer has the option to extend the term of the charter by one year.The GasLog Singapore commenced a one-year time charter with Singapore LNG Corporation in March 2022 which will terminate inApril 2023.The GasLog Skagen commenced a two-year time charter with Tokyo LNG in September 2022 which will terminate in September2024.The GasLog Sydney commenced an 11-month time charter with Naturgy in May 2022 which will terminate in April 2023.The GasLog Seattle commenced a multi-month charter with a major trading house which will terminate in March 2023. The GasLogSeattle will then commence a back-to-back charter with the above for a one-year time charter with a Swiss-headquartered energy tradingcompany which will terminate in March 2024.The GasLog Saratoga commenced a three-year charter with Mitsui in September 2021 and will be terminated in September 2024.Table of Contents44Hire Rate Provisions“Hire rate” refers to the basic payment from the customer for use of the ship. Under all of our time charters, the hire rate is payable tous monthly in advance in U.S. dollars. Depending on the time charter contract, there are three methods by which the daily hire rate for ourowned ships is determined:●Under the first method, the hire rate includes two components: a capital cost component and an operating cost component. Thecapital cost component relates to the total cost of the ship’s construction and is a fixed daily amount that is structured to provide areturn on our invested capital. Some of the charters provide for the capital cost component to increase by a specified amountduring any option period. The operating cost component is a fixed daily amount that may increase annually at a fixed or floating(index linked percentage). Although the daily amount of the operating cost component is fixed (and potentially subject to aspecified annual increase), it is intended to correspond to the costs of operating the ship and related expenses.●Under the second method, the hire rate includes only one component that is a fixed daily amount that will either remain the same,increase or decrease by a specified amount during any option period as compared to the firm period.●Under the third method, the hire rate is based on a base hire rate adjustment mechanism for each voyage and is calculated bytaking the average rates of the BLNG1 (Gladstone to Tokyo), BLNG2 (Sabine Pass to UK Continent RV) and BLNG3 (Sabine toTokyo) routes as published by Baltic Exchange under Baltic Exchange Liquefied Natural Gas Index. If M is the month in whichthe vessel tenders the Notice of Readiness at a load port, averages of the previous month M-1 shall be used. The hire rate for eachvoyage is subject to maximum ceiling and minimum floor rates.The hire rates for each of our ships may be reduced if the ship does not perform to certain of its specifications or if we breach ourobligations under the charter.Off-HireWhen a ship is “off-hire”—or not available for service—a time charterer generally is not required to pay the hire rate, and we remainresponsible for all costs, including the cost of any LNG cargo lost as boil-off during such off-hire periods. The vast majority of our timecharters provide an annual allowance period for us to schedule preventative maintenance work on the ships. For the vessels operating inthe short-term spot market we take advantage of any idle period to enable us to perform the required maintenance. Our ships are beingmaintained to the highest standards in accordance with the maker’s maintenance schedule. A ship generally will be deemed off-hire underour time charters if there is a specified time outside of the annual allowance period when the ship is not available for the charterer’s usedue to, among other things, operational deficiencies (including the failure to maintain a certain guaranteed speed), dry-docking for repairs,maintenance or inspection, equipment breakdowns, deficiency of personnel or neglect of duty by the ship’s officers or crew, deviationfrom course, or delays due to accidents, quarantines, ship detentions or similar problems. We have obtained loss of hire insurance toprotect us against loss of income as a result of a ship being off-hire. See “—Risk of Loss, Insurance and Risk Management—Loss of HireInsurance”.All ships are dry-docked at least once every five years for a special survey as required by the ship’s classification society. Our shipsare considered to be on a scheduled off-hire under our time charters during such periods.Termination and CancellationUnder our existing time charters, each party has certain termination rights which include, among other things, the automatictermination of a charter upon loss of the relevant ship. Either party may elect to terminate a charter upon the occurrence of specifieddefaults or upon the outbreak of war or hostilities involving two or more major nations, such as the United States or the People’s Republicof China, if such war or hostilities materially and adversely affect the trading of the ship for a specified period of time which can varyfrom charter to charter. In addition, our charterers have the option to terminate a charter if the relevant ship is off-hire for any reason otherthan scheduled dry-dockings. The number of off-hire days which trigger this option varies dependent on the terms of the individual charterparties.Table of Contents45In addition to its termination rights, Shell has the right to convert the time charter with respect to the relevant ship into a bareboatcharter upon the occurrence of specified defaults or in the event that Shell’s quality assurance review is not successfully completed upondelivery of the ship.All of the time charters applicable to our newbuildings permit the charterer to cancel the charter in the event of a prolonged delay inthe delivery of the ship from the shipyard, and in certain circumstances obligate us to pay liquidated damages to the charterer in the eventof a less significant delivery delay. However, the cancellation and liquidated damages provisions in our charters are structured to parallelwith the provisions of our contracts with the shipyard, giving us the right to receive liquidated damages from the shipyard or cancel theshipbuilding contract in the same circumstances that would trigger the charterer’s right to cancel the charter contract or receive liquidateddamages because of delivery delays.The Bareboat ChartersOn February 24, 2016, GasLog’s subsidiary, GAS-twenty six Ltd., completed the sale and leaseback of the Methane Julia Louise withLepta Shipping. Lepta Shipping has the right to on-sell and leaseback the vessel. The vessel was sold to Lepta Shipping for a totalconsideration approximately equivalent to its book value at the time of the sale. GAS-twenty six Ltd. has leased back the vessel under abareboat charter from Lepta Shipping for a period of up to 20 years. GAS-twenty six Ltd. has the option to re-purchase the vessel on pre-agreed terms no earlier than the end of year ten and no later than the end of year 17 of the bareboat charter. The vessel remains on its 11year charter with MSL.On October 21, 2020, GasLog’s subsidiary, GAS-twenty five Ltd., completed the sale and leaseback of the GasLog Hong Kong withSea 190 Leasing. The vessel was sold to Sea 190 Leasing. GAS-twenty five Ltd. has leased back the vessel under a bareboat charter fromSea 190 Leasing for a period of up to twelve years. GAS-twenty five Ltd. has the option to re-purchase the vessel on pre-agreed terms noearlier than the end of year one and no later than the end of year 12 of the bareboat charter. The vessel remains on its charter with Total.On January 22, 2021, GasLog’s subsidiary, GAS-twenty four Ltd., completed the sale and leaseback of the GasLog Houston with HaiKuo Shipping. The vessel was sold to Hai Kuo Shipping. GAS-twenty four Ltd. has leased back the vessel under a bareboat charter fromHai Kuo Shipping for a period of up to eight years. GAS-twenty four Ltd. has the obligation to re-purchase the vessel at the end of thecharter period. GAS-twenty four Ltd. has also the option to re-purchase the vessel on pre-agreed terms no earlier than the first interestperiod and no later than the end of year eight of the bareboat charter. The vessel remains on its charter with Shell.On October 26, 2021, GasLog Partners’ subsidiary GAS-three Ltd and GasLog’s subsidiary GAS-ten Ltd. completed the sale andleaseback of the GasLog Shanghai and the GasLog Salem respectively with CDBL. The vessels were sold and leased back under bareboatcharters with CDBL for a period of five years with no repurchase option or obligation. The vessels remain on their charters with Gunvor.On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with CDBL. Thevessel was sold and leased back under a bareboat charter with CDBL for a period of five years with no repurchase option or obligation.After the expiration of its charter with Chevron in September 2022, the vessel was chartered to Tokyo LNG for a period of two years.On October 31, 2022, GasLog Partners’ subsidiary, GAS-twenty one Ltd., completed the sale and leaseback of the Methane HeatherSally with an unrelated party. The vessel was sold and leased back under a bareboat charter until the middle of 2025, with no repurchaseoption or obligation. The vessel remains on its charter with a SEA charterer.Shipbuilding ContractsAs of December 31, 2022, our active shipbuilding contracts with DSME in respect of four newbuildings have an aggregate contractprice of approximately $824.4 million. As of December 31, 2022, the aggregate outstanding balance was $700.6 million. All of ourobligations under the shipbuilding contracts are payable in U.S. dollars.Table of Contents46As of December 31, 2022, our remaining payment obligations under the shipbuilding contracts were as follows: As of December 31, 2022(1)(in thousands of U.S. dollars)Amounts due in less than one year 123,855Amounts due in one to three years 576,727Total 700,582(1)Installments of $41.0 million have already been paid in 2023 to date.The shipbuilding contracts provide for the four newbuildings to be delivered and ready for immediate operation on various dates in2024 and 2025. Each shipbuilding contract requires DSME to pay us liquidated damages in the event of certain delays in the delivery ofthe relevant ship due to DSME’s default unless such delays are attributable to a force majeure event or caused by any other permissiblereason under the shipbuilding contract and, in the event of a prolonged delay, we would have the right to cancel the contract and receive arefund of any installment payments previously made on the ship.In the event that we fail to meet our payment obligations under a shipbuilding contract, we would be in default under the applicablecontract and would be obligated to pay interest under the contract. If such a default by us were to continue for more than five businessdays, the delivery date of the applicable ship would be delayed by one day for each day that we remain in default and, if a default by uswere to continue for more than ten business days (save for a default relevant to the winding up of the owner or guarantor for which thedelay period should not be more than 21 days), DSME would have the option of cancelling the applicable shipbuilding contract andretaining any installment payments previously funded by us under the contract.Ship Management Services and Construction SupervisionManagement of our owned and bareboat fleet, which includes plan approval for new ship orders, supervision of ship construction andplanning and supervision of dry-dockings, as well as technical operations, crewing, training, maintenance, regulatory and classificationcompliance and HSSE management and reporting, is provided in-house by our wholly owned subsidiary, GasLog LNG Services, an entityincorporated in Bermuda with an office in Piraeus, Greece. In addition to management of our owned and bareboat fleet, through GasLogLNG Services we provide technical ship management services for the Methane Nile Eagle, a ship in which we have a 25.0% ownershipinterest. During the year ended December 31, 2022, ship management services provided to external customers accounted forapproximately 0.1% of our consolidated revenues.Construction SupervisionWe supervise and manage the construction of our newbuildings through GasLog LNG Services. During the newbuildings process wehave employees on-site in South Korea whose responsibilities include inspecting the ships under construction for non-conformities,attending trials of the ship and its machinery and equipment, consulting with the shipyard in the event of any modifications to the ship’sspecifications, reviewing the shipyard’s choice of suppliers and sub-contractors and keeping our management informed of the progress ofthe construction. Through GasLog LNG Services, we also supervised the construction of three LNG carriers in Shell’s owned fleet and theMethane Nile Eagle, all of which were constructed at Samsung Heavy Industries Co., Ltd.Technical and Operational ManagementPursuant to ship management agreements, through GasLog LNG Services we manage the day-to-day aspects of ship operations forour owned and bareboat fleet and for the Methane Nile Eagle owned by Egypt LNG. The services provided include crewing, training,employing armed guards for transport in certain high-risk areas, insurance, maintenance and repair, procurement of supplies andequipment, regulatory and classification compliance and HSSE management and reporting, as well as dry-docking under certain charters.We utilize certain third-party sub-contractors and suppliers in carrying out our technical management responsibilities.Table of Contents47In the case of the Methane Nile Eagle, the crewing and other operational costs are fully passed-through to the ship owner, and thecustomer pays us a management fee per month for our technical management services. In connection with our ship management servicesprovided to the Methane Nile Eagle, we have entered into a consultant service agreement pursuant to which we provide specializedservices relating to the management of the LNG carrier. These services include the development and installation of a ship’s shipmanagement system, which includes installing onboard hardware and software systems and providing related training to the ship’spersonnel. The terms of the Methane Nile Eagle ship management agreement and related contracts permit the customer to terminate ourservices for any reason upon a short period of advance notice and both parties have termination rights upon the occurrence of specifieddefaults. In the event of the loss of a ship, or the owner’s sale of a ship to a third party, the ship management agreement in respect of theship would terminate automatically.CompetitionWe operate in markets that are highly competitive and based primarily on supply and demand. Generally, competition for LNG timecharters is based primarily on charter party terms including price, ship availability, size, age, technical specifications and condition, LNGshipping experience, quality and efficiency of ship operations, including level of emissions, shipping industry relationships and reputationfor customer service, and technical ability and reputation for operation of highly specialized ships. In addition, through seven of ourvessels (six TFDE and one Steam vessel) and through nine of the GasLog Partners vessels (four Steam and five TFDE), we operate in thespot charter market that covers charters of less than five years.Although we believe that we are one of a small number of large independent owners who focus primarily on modern, technicallyadvanced LNG carriers, a growing number of other independent shipping companies also own and operate, and in some cases manage,LNG carriers and have new ships under construction. Several of these other ship owners and managers have decided to enter, or to expandtheir presence in, the LNG market with newbuilding vessels over the last year, and potentially others may also attempt to participate in theLNG market in the future. A number of these newbuildings are uncommitted and may also compete in the spot/short-term charter marketon delivery. We believe that our strategy of focusing primarily on charter contracts with initial terms of seven to ten years, as well as thescale of our technical ship management operations, differentiates us to some extent from other independent owners.In addition to independent owners, some of the major oil and gas producers own LNG carriers and, in the recent past, have contractedfor the construction of new LNG carriers. Certain national oil and gas and shipping companies also have large fleets of LNG carriers thathave expanded and may continue to expand. Some of these companies, as well as other market participants such as trading companies whohave LNG shipping capacity contracted on multi-year charters, may compete with independent owners by using their fleets to carry LNGfor third parties.Seagoing and Shore-Based EmployeesDuring 2022, we had an average of 152 full-time employees based in our offices in Piraeus, London and Singapore. In addition to ourshore-based employees, we also employed (directly and through manning agents) approximately 2,204 seafaring staff serving on ourowned and managed ships. As we grow, GasLog and its affiliates may expect to recruit a number of additional seafarers qualified to staffand operate our newbuildings, as well as a small number of shore-based personnel.LNG marine transportation is a specialized area requiring technically skilled officers and personnel with specialized training.Attracting and retaining motivated, well-qualified seagoing and shore-based personnel is a top priority, and we offer our peoplecompetitive compensation packages and training and development opportunities. Through our ESG strategy, we are constantly aiming toimprove the diversity, equity and inclusion of our workforce and management team, granting access and engagement to a wide pool oftalent. In addition, we provide intensive onboard training for our officers and crews to instill a culture focused on the highest operationaland safety standards. As a result, we have historically enjoyed high retention rates. In 2022, our retention rate was 96.1% for seniorseagoing officers, 95.9% for other seagoing officers and 95.4% for shore staff.Although we have historically experienced high employee retention rates, the demand for technically skilled officers and crews toserve on LNG carriers and FSRU vessels, and for shore-based employees with experience of operating and managing LNG vessels, hasbeen increasing as the global fleet of LNG vessels continues to grow. This increased demand has and may continue to put inflationary costpressure on ensuring qualified and well-trained crew are available to GasLog. However, we expect that the impact of cost increases andincreased competition would be mitigated to some extent by adjustments to the GasLog salary and benefit structure and by certainprovisions in some of our time charters, including automatic periodic adjustment and cost review provisions.Table of Contents48Classification, Inspection and MaintenanceEvery large, commercial seagoing ship must be “classed” by a classification society. The classification society certifies that the ship is“in class”, signifying that the ship has been built and maintained in accordance with the rules of the classification society and complieswith applicable rules and regulations of the ship’s country of registry and the international conventions of which that country is a member.In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, theclassification society will undertake them on application or by official order, acting on behalf of the authorities concerned. Theclassification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flagstate. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.To ensure each ship is maintained in accordance with classification society standards and for maintenance of the class certificate,regular and extraordinary surveys of hull and machinery, including the electrical plant, and any special equipment classes are required tobe performed periodically. Surveys are based on a five-year cycle that consists of annual surveys, intermediate surveys that are typicallycompleted between the second and third years of every five-year cycle, and comprehensive special surveys (also known as class renewalsurveys) that are completed at each fifth anniversary of the ship’s delivery.All areas subject to surveys as defined by the classification society, are required to be surveyed at least once per five-year class cycle,unless shorter intervals between surveys are mandated. All ships are also required to be dry-docked at least once during every five-yearclass cycle for inspection of their underwater parts and for repairs related to inspections. If any defects are found, the classificationsurveyor will issue a “recommendation” which must be rectified by the ship owner within prescribed time limits. We intend to dry-dockour ships at five-year intervals that coincide with the completion of the ship’s special survey. According to class, vessels 15 years of age orover will be subject to special consideration and approval by Class ABS based on the vessel’s survey status before being permitted to havean Intermediate underwater inspection in Lieu of dry-docking (UWILD) instead of out of water dry-docking survey. Basis ourmaintenance standards and the condition of the vessels we expect we will be able to retain the five-year cycle of dry-docking and maintainthis assumption for budgeting and operations planning.Most insurance underwriters make it a condition for insurance coverage that a ship be certified as “in class” by a classification societythat is a member of the International Association of Classification Societies. All but three of our delivered ships are certified by theAmerican Bureau of Shipping, or “ABS”; the other delivered ships are certified by the Det Norske Veritas. Each ship has been awardedInternational Safety Management (“ISM”) certification and is currently “in class”. Under our shipbuilding contracts, all of our contractednewbuildings must be certified prior to delivery to us.Table of Contents49The following table lists the years in which we expect to carry out the next or initial dry-dockings and special surveys for our ownedfleet and the bareboat vessels as of February 24, 2023: Dry‑docking andShip Name Special SurveyGasLog Shanghai2023GasLog Hong Kong 2023GasLog Genoa 2023GasLog Skagen 2023GasLog Seattle 2023GasLog Santiago 2023GasLog Sydney 2023GasLog Gladstone 2024GasLog Warsaw 2024Solaris 2024GasLog Saratoga 2024Methane Jane Elizabeth 2025GasLog Windsor 2025GasLog Westminster 2025GasLog Wales 2025GasLog Georgetown 2025Methane Alison Victoria 2025Methane Heather Sally 2025Methane Becki Anne 2025Methane Julia Louise 2025GasLog Savannah 2025GasLog Salem 2025GasLog Singapore 2025GasLog Galveston 2026GasLog Wellington 2026GasLog Winchester 2026Methane Rita Andrea 2026GasLog Greece 2026GasLog Glasgow 2026GasLog Geneva 2026GasLog Gibraltar 2026GasLog Houston2028H2532 2029H2533 2029H2534 2030H2535 2030Risk of Loss, Insurance and Risk ManagementThe operation of any ship has inherent risks. These risks include mechanical failure, personal injury, collision, property loss ordamage, ship or cargo loss or damage and business interruption due to a number of reasons, including mechanical failure, a cyber event,political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marinedisaster, including explosion, spills and other environmental mishaps, and the liabilities arising from owning and operating ships ininternational trade.Table of Contents50We maintain hull and machinery insurance on all our owned and bareboat ships against marine and war risks at a Total Loss limitamount determined by the most recent brokers’ valuation and our mortgage’s insurance covenants, as deemed to be prudent. In addition,we maintain loss of hire insurance against loss of income as a result of a ship being off-hire or otherwise suffering a loss of operationaltime for events falling under our hull and machinery insurance. We maintain protection and indemnity insurance on all our owned andbareboat ships up to the maximum insurable limit available at any given time by the International Group of P&I Clubs. We also maintainship manager insurance in respect of our managed vessel and cyber insurance coverage for all our owned and bareboat ships. While webelieve that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that we will always be ableto obtain adequate insurance coverage at reasonable rates or at all, or that any specific claim we may make under our insurance coveragewill be paid.Hull & Machinery Marine Risks Insurance and Hull & Machinery War Risks InsuranceWe maintain hull and machinery marine risks insurance and hull and machinery war risks insurance on our owned and bareboat ships,which cover loss of or damage to a ship due to marine perils such as collisions, fire or lightning, and loss of or damage to a ship due to warperils such as acts of war, terrorism or piracy. Each of our ships is insured under these policies for a total amount that exceeds what webelieve to be its fair market value. We also maintain hull disbursements and increased value insurance policies covering each of our ownedships, which provide additional coverage in the event of the total or constructive loss of a ship. Our marine risks insurance policies containdeductible amounts for which we will be responsible, but there are no deductible amounts under our war risks policies or our total losspolicies.Loss of Hire Insurance/Delay InsuranceWe maintain loss of hire insurance to protect us against loss of income as a result of a ship being off-hire or otherwise suffering a lossof operational time for events falling under the terms of our hull and machinery insurance or hull and machinery/war risks insurance.Under our loss of hire policy, our insurer will pay us the hire rate agreed in respect of each ship for each day, in excess of a certain numberof deductible days, for the time that the ship is out of service as a result of damage, up to a maximum of 90 days. The number ofdeductible days for the ships in our fleet is 14 days per ship. In addition to the loss of hire insurance, we also have in place delay insurancewhich, like loss of hire, covers all of our owned and bareboat vessels for time lost due to events falling under the terms of our hull andmachinery insurance, plus additional protection and indemnity related incidents. The cover has a deductible of seven days with amaximum of seven days (which takes it up to the loss of hire deductible of 14 days) for H&M losses, two days with a maximum of 12days for ship-related perils and with a maximum of five days for shoreside perils. The hire rate is aligned with the loss of hire insurancedaily sum insured. As of July 1 2021, the delay insurers inserted a Communicable Disease Exclusion clause to exclude losses arising outof pandemia (i.e. COVID-19).Additionally, we buy war loss of hire and kidnap and ransom insurance when our ships are ordered to sail through the Indian Oceanand Gulf of Aden to insure against potential losses relating to the hijacking of a ship and its crew by pirates.Protection and Indemnity InsuranceProtection and indemnity insurance is typically provided by a protection and indemnity association, or “P&I association”, and coversthird-party liability, crew liability and other related expenses resulting from illness, injury to or death of crew, passengers and other thirdparties, loss of or damage to cargo, third-party claims arising from collisions with other ships (to the extent not recovered by the hull andmachinery policies), damage to other third-party property, pollution arising from oil or other substances and salvage, towing and otherrelated costs, including wreck removal.Our protection and indemnity insurance covering our owned and bareboat ships is provided by P&I associations that are members ofthe International Group of Protection and Indemnity Clubs, or “International Group”. The 13 P&I associations that comprise theInternational Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsureeach association’s liabilities. Insurance provided by a P&I association is a form of mutual indemnity insurance.Our protection and indemnity insurance is currently subject to limits of $3.0 billion per ship per event in respect of liability topassengers and seamen, $2.0 billion per ship per event in respect of liability to passengers and $1.0 billion per ship per event in respect ofliability for oil pollution.Table of Contents51For claims falling in excess of the above figures, the General Excess of Loss Reinsurance Programme of the International Grouppurchase a ‘collective overspill reinsurance’ to provide protection in respect of claims exceeding the upper cover limit.As a member of a P&I association, we will be subject to calls, payable to the P&I association based on the International Group’s claimrecords as well as the claim records of all other members of the P&I association of which we are a member.Cyber InsuranceWe have insurance coverage for cyber related vessel hull and machinery risks. The policy covers physical damage to any of ourvessels up to $50.0 million per vessel with a fleet aggregate limit of $150.0 million for each of the GasLog and GasLog Partners fleets.We have also purchased an additional cyber product which compliments the existing vessel hull and machinery cyber cover for lossesin excess of $0.1 million and up to $10.0 million. It provides coverage irrespective of cause (malicious act, terror or negligence) for thecore enterprise risks including:●Cyber Defense Costs and Remediation costs (including public relation costs as remediation costs)●Costs for repair/replacement of Loss or Damage to IT Assets●Data Restoration costs●Personal Data Loss costs●Loss of Revenue (does not need to be caused by a Physical damage event)●Cyber Crime - Illegal/unlawful demands (ransom)●Cyber Crime - E-theft financial Loss (instructions for transfer of money, credit, securities etc.)Safety PerformanceWe provide intensive onboard training for our officers and crews to instill a culture of the highest operational and safety standards.During 2022, GasLog’s fleet experienced two restricted work cases and three first aid cases.Permits and AuthorizationsWe are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, financial assurancesand certificates with respect to our ships. The kinds of permits, licenses, financial assurances and certificates required will depend uponseveral factors, including the waters in which the ship operates, the nationality of the ship’s crew and the age of the ship. We have obtainedall permits, licenses, financial assurances and certificates currently required to operate our ships. Additional laws and regulations,environmental or otherwise, may be adopted which could limit our ability to do business or increase our cost of doing business.Environmental and Other RegulationThe carriage, handling, storage and regasification of LNG are subject to extensive laws and regulations relating to the protection ofthe environment, health and safety and other matters. These laws and regulations include international conventions and national, state andlocal laws and regulations in the countries where our ships now or in the future will operate, or where our ships are registered. Compliancewith these laws and regulations may entail significant expenses and may impact the resale value or useful lives of our ships. Our ships maybe subject to both scheduled and unscheduled inspections by a variety of governmental, quasi-governmental and private organizations,including the local port authorities, national authorities, harbor masters or equivalent, classification societies, flag state administrations(countries of registry) and charterers. Failure to maintain permits, licenses, certificates or other authorizations required by some of theseentities could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our ships or leadto the invalidation of our insurance coverage reduction.Table of Contents52We believe that our ships operate in material compliance with applicable environmental laws and regulations and that our ships inoperation have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. In fact, eachof our ships have an ENVIRO, an ENVIRO+ or a CLEAN notation from our classification societies, which denote compliance with theirpublished guidelines concerning stringent criteria for environmental protection related to design characteristics, management and supportsystems, sea discharges and air emissions. Because environmental laws and regulations are frequently changed and may imposeincreasingly strict requirements, however, it is difficult to accurately predict the ultimate cost of complying with these requirements or theimpact of these requirements on the resale value or useful lives of our ships. Moreover, additional legislation or regulation applicable tothe operation of our ships that may be implemented in the future could negatively affect our profitability.International Maritime RegulationsThe IMO, the United Nations agency for maritime safety and the prevention of pollution by ships, has adopted several internationalconventions that regulate the international shipping industry, including the International Convention for the Safety of Life at Sea(“SOLAS”), the International Convention on Civil Liability for Oil Pollution Damage, the International Convention on Civil Liability forBunker Oil Pollution Damage, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers(“STCW”) and the International Convention for the Prevention of Pollution From Ships (“MARPOL”). Ships that transport gas, includingLNG carriers, are also subject to regulations under amendments to SOLAS, including the International Safety Management Code for theSafe Operation of Ships and for Pollution Prevention, or the “ISM Code”. The ISM Code requires, among other things, that the party withoperational control of a ship develop an extensive safety management system, including the adoption of a policy for safety andenvironmental protection setting forth instructions and procedures for operating its ships safely and also describing procedures forresponding to emergencies. We rely on GasLog LNG Services for the development and maintenance of a safety management system forour ships that meets these requirements. The GasLog fleet is also subject to the International Code for Construction and Equipment ofShips Carrying Liquefied Gases in Bulk (the “IGC Code”), which prescribes design and construction standards for ships involved in thetransport of gas. Compliance with the IGC Code must be evidenced by a Certificate of Fitness for the Carriage of Liquefied Gases of Bulkwhich is issued per vessel. Non-compliance with the IGC Code or other applicable IMO regulations may subject a ship owner or abareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected ships and may result in thedenial of access to, or detention in, some ports.SOLAS is an international maritime law which sets minimum safety standards in the construction, equipment and operation ofmerchant ships. The convention requires signatory flag states to ensure that ships flagged by them comply with at least these standards.The current version of SOLAS is the 1974 version, known as SOLAS 1974, which came into force on May 25, 1980. As of January 2022,SOLAS 1974 had 167 contracting states, which flag about 99.9% of merchant ships around the world in terms of gross tonnage. SOLAS inits successive forms is generally regarded as the most important of all international maritime laws concerning the safety of merchant ships.STCW was adopted on July 7, 1978 and entered into force on April 28, 1984. The main purpose of the Convention is to promotesafety of life and property at sea and the protection of the marine environment by establishing in common agreement on internationalstandards of training, certification and watchkeeping for seafarers. The Manila amendments to the STCW Convention and Code wereadopted on June 25, 2010, marking a major revision of the STCW Convention and Code. The 2010 amendments entered into force onJanuary 1, 2012 under the tacit acceptance procedure and were aimed at bringing the Convention and Code up to date with developmentssince they were initially adopted and to enable them to address issues that were anticipated to emerge in the foreseeable future.Table of Contents53The MARPOL Convention establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, airemissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged form. In September 1997, theIMO adopted Annex VI to MARPOL to address air pollution from ships. Annex VI came into force on May 19, 2005. It sets limits onsulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such aschlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be establishedwith more stringent controls on sulfur emissions. Annex VI has been ratified by many, but not all, IMO member states. In October 2008,the Marine Environment Protection Committee (“MEPC”) of the IMO approved amendments to Annex VI regarding particulate matter,nitrogen oxide and sulfur oxide emissions standards. These amendments became effective in July 2010. These requirements establish aseries of progressive standards to further limit the sulfur content in fuel oil, (which phased in between 2012 and 2020), as well as new tiersof nitrogen oxide emission standards for new marine diesel engines, depending on their date of installation. As of January 1, 2020, shipsmust either use low sulfur fuel oil (potentially including undertaking necessary fuel tank modification) to comply with a global sulfur capof 0.5 percent m/m or be fitted with exhaust gas scrubbers. Additionally, more stringent emission standards could apply in coastal areasdesignated as Emission Control Areas (“ECAs”). For example, IMO “Tier III” emission standards for nitrous oxide apply in NorthAmerican and U.S. Caribbean Sea ECAs to all marine diesel engines installed on a ship constructed on or after January 1, 2016. TheEuropean Union Directive 2005/EC/33, which became effective on January 1, 2010, parallels Annex VI and requires ships to use reducedsulfur content fuel for their main and auxiliary engines. Our owned ships currently in operation comply with the relevant legislation andhave the relevant certificates including certificates evidencing compliance with Annex VI of the MARPOL Convention.Although the United States is not a party, many countries have ratified the International Convention on Civil Liability for OilPollution Damage, 1969, as amended (“CLC”). Under this convention a ship’s registered owner is strictly liable for pollution damagecaused in the territorial waters of a contracting state by discharge of persistent oil, subject under certain circumstances to certain defensesand limitations. Ships carrying more than 2,000 gross tons of oil, and trading to states that are parties to this convention, must maintainevidence of insurance in an amount covering the liability of the owner. In jurisdictions where the CLC has not been adopted, variouslegislative schemes or common law impose liability either on the basis of fault or in a manner similar to the CLC. P&I Clubs in theInternational Group issue the required Bunker Convention (defined below) “Blue Cards” to provide evidence of insurance meeting theliability requirements. Where applicable, all of our vessels have received “Blue Cards” from their P&I Club and are in possession of aCLC State issued certificate attesting that the required insurance coverage is in force.The IMO has also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “BunkerConvention”), which imposes liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by dischargesof bunker fuel and requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amountequal to the limits of liability under the applicable national or international limitation regime. We maintain insurance in respect of ourowned ships that satisfies these requirements.Non-compliance with the ISM Code or other IMO regulations may subject a shipowner or bareboat charterer to increased liability,may lead to decreases in available insurance coverage for affected ships and may result in the denial of access to, or detention in, someports, including ports in the United States and Europe.The Maritime Labour Convention (“MLC”) 2006 was adopted by the International Labour Conference at its 94th (Maritime) Sessionin 2006, which established minimum working and living conditions for seafarers. The convention entered into force August 20, 2013,whilst amendments were approved by the International Labour Conference at its 103rd Session in 2014. The convention establishes asingle, coherent instrument embodying all up to date standards of existing international maritime labour conventions andrecommendations, as well as the fundamental principles to be found in other international labour conventions.Table of Contents54United StatesOil Pollution Act and CERCLAOur operations are subject to the Oil Pollution Act (“OPA”), which established an extensive regulatory and liability regime forenvironmental protection and cleanup of oil spills, and the Comprehensive Environmental Response, Compensation and Liability Act(“CERCLA”), which imposes liability on owners and operators of ships for cleanup and natural resource damages from the release ofhazardous substances (other than oil). Under OPA, ship owners, operators and bareboat charterers are responsible parties who are jointly,severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for allcontainment and clean-up costs and other damages arising from oil spills from their ships. Effective March 23, 2023, OPA will increasethe limit of liability of responsible parties with respect to ships over 3,000 gross tons to the greater of $2,500 per gross ton or $21.5 millionper double hull ship and continue to permit individual states to impose their own liability regimes with regard to oil pollution incidentsoccurring within their boundaries. Some states have enacted legislation providing for unlimited liability for discharge of pollutants withintheir waters. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for ships over 300 gross tons carryinga hazardous substance as cargo and the greater of $300 per gross ton or $0.5 million for any other ship over 300 gross tons.These limits of liability do not apply under certain circumstances, however, such as where the incident is caused by violation ofapplicable U.S. federal safety, construction or operating regulations, or by the responsible party’s gross negligence or willful misconduct.In addition, a marine incident that results in significant damage to the environment could result in amendments to these limitations or otherregulatory changes in the future. We maintain the maximum pollution liability coverage amount of $1.0 billion per incident for our ownedships. We also believe that we will be in substantial compliance with OPA, CERCLA and all applicable state regulations in the ports whereour ships will call.OPA also requires owners and operators of ships over 300 gross tons to establish and maintain with the National Pollution FundCenter of the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their potential strict liability under theact. Such financial responsibility can be demonstrated by providing a guarantee from an appropriate guarantor, who can release therequired guarantee to the National Pollution Fund Center against payment of the requested premium. We have purchased such a guaranteein order to provide evidence of financial responsibility and have received the mandatory certificates of financial responsibility from theU.S. Coast Guard in respect of all of our delivered ships and we intend to obtain such certificates in the future for each of our vessels, ifthey are required to have them.Clean Water ActThe U.S. Clean Water Act of 1972 (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigablewaters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorizeddischarges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remediesavailable under OPA and CERCLA. Furthermore, most U.S. states that border a navigable waterway have enacted environmental pollutionlaws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardoussubstance. These laws may be more stringent than U.S. Federal law.Table of Contents55The United States Environmental Protection Agency (“EPA”) has enacted rules requiring ballast water discharges and otherdischarges incidental to the normal operation of certain ships within United States waters to be authorized under the Ship General Permitfor Discharges Incidental to the Normal Operation of Ships, (“VGP”). To be covered by the VGP, owners of certain ships must submit aNotice of Intent (“NOI”) at least 30 days before the ship operates in United States waters. Compliance with the VGP could require theinstallation of equipment on our ships to treat ballast water before it is discharged or the implementation of other disposal arrangements,and/or otherwise restrict our ships from entering United States waters. In March 2013, the EPA published a new VGP that includednumeric effluent limits for ballast water expressed as the maximum concentration of living organisms in ballast water. The VGP alsoimposes a variety of changes for non ballast water discharges including more stringent Best Management Practices for discharges of oil tosea interfaces in an effort to reduce the toxicity of oil leaked into U.S. waters. The 2013 VGP was issued with an effective period ofDecember 19, 2013 to December 18, 2018. The Vessel Incidental Discharge Act (“VIDA”), enacted on December 4, 2018, requires theEPA and Coast Guard to develop new performance standards and enforcement regulations and extends the 2013 VGP provisions until newregulations are final and enforceable. We have submitted NOIs for our fleet and intend to submit NOIs for our ships in the future, whererequired, and do not believe that the costs associated with obtaining and complying with the VGP will have a material impact on ouroperations.Clean Air ActThe U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990 (“CAA”), requires the EPA topromulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our ships may be subject to vaporcontrol and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations inregulated port areas and emission standards for so called “Category 3” marine diesel engines operating in U.S. waters. The marine dieselengine emission standards are currently limited to new engines beginning with the 2004 model year. On April 30, 2010, the EPA adoptedfinal emission standards for Category 3 marine diesel engines equivalent to those adopted in the amendments to Annex VI to MARPOL.However, our TFDE LNG carriers have the ability to burn natural gas as fuel to power the ship, which can significantly reduce relevantemissions compared with steam powered ships.The CAA also requires states to adopt State Implementation Plans (“SIPs”), which are designed to attain national health based airquality standards in primarily major metropolitan and/or industrial areas. Several SIPs regulate emissions resulting from ship loading andunloading operations by requiring the installation of vapor control equipment. The MEPC has designated as an ECA the area extending200 miles from the territorial sea baseline adjacent to the Atlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands and theBaltic Sea, North Sea and Caribbean Sea, under the Annex VI amendments. Fuel used by vessels operating in the ECA cannot exceed0.1% (mass by mass) sulfur. As of January 1, 2016, NOx after treatment requirements also apply. Our vessels can store and burn low sulfurfuel oil or alternatively burn natural gas which contains no sulfur. Additionally, burning natural gas will ensure compliance with IMO TierIII NOx emission limitations without the need for after treatment. Charterers must supply compliant fuel for the vessels before orderingvessels to trade in areas where restrictions apply. As a result, we do not expect such restrictions to have a materially adverse impact on ouroperations or costs.Other Environmental InitiativesU.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act (“NISA”) impose mandatory ballast watermanagement practices for all ships equipped with ballast water tanks entering U.S. waters, which could require the installation ofequipment on our ships to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements orprocedures, and/or otherwise restrict our ships from entering U.S. waters. In June 2012, the U.S. Coast Guard rule establishing standardsfor the allowable concentration of living organisms in ballast water discharged in U.S. waters and requiring the phase in of Coast Guardapproved ballast water management systems (“BWMS”), became effective. The rule requires installation of Coast Guard approved BWMSby new vessels constructed on or after December 1, 2013 and existing vessels as of their first dry docking after January 1, 2016. Severalstates have adopted legislation and regulations relating to the permitting and management of ballast water discharges.Table of Contents56At the international level, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water andSediments in February 2004 (“BWM Convention”). The BWM Convention’s implementing regulations call for a phased introduction ofmandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The threshold ratificationrequirements for the convention to enter into force were met in 2016, and the convention became effective on September 8, 2017. All ournewly delivered ships from 2016 onwards have compliant equipment installed. We have selected one manufacturer to supply the requiredequipment to be installed at the first dry dock of all remaining ships. The programme and required funds have been included in our futureplanning to ensure the fleet remains compliant at all times.Our vessels may also become subject to the International Convention on Liability and Compensation for Damage in Connection withthe Carriage of Hazardous and Noxious Substances by Sea, adopted in 1996 as amended by the Protocol to the HNS Convention, adoptedin April 2010 (“HNS Convention”), if it enters into force. The HNS Convention creates a regime of liability and compensation for damagefrom hazardous and noxious substances (“HNS”), including a two tier system of compensation composed of compulsory insurance takenout by shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover theincident. To date, the HNS Convention has not been ratified by a sufficient number of countries to enter into force.Greenhouse Gas RegulationsThe MEPC of IMO adopted two new sets of mandatory requirements to address greenhouse gas emissions from ships at its July 2011meeting. The Energy Efficiency Design Index requires a minimum energy efficiency level per capacity mile and is applicable to newvessels, and the Ship Energy Efficiency Management Plan is applicable to currently operating vessels. The requirements, which enteredinto force in January 2013, were fully implemented by GasLog as of December 31, 2012. The IMO is also considering the development ofa market-based mechanism for greenhouse gas emissions from ships, but it is difficult to predict the likelihood that such a standard mightbe adopted or its potential impact on our operations at this time.In June 2021, at MEPC 76, MEPC finalized and adopted amendments to the International Convention for the Prevention of Pollutionfrom Ships (“MARPOL”) Annex VI that will require ships to reduce their GHG emissions. These amendments combine technical andoperational approaches to improve the energy efficiency of ships and provide important building blocks for future GHG reductionmeasures. These amendments entered into force on November 1, 2022 and the requirements for EEXI and CII certification came intoeffect on January 1, 2023. The EEXI, which indicates the energy efficiency of a ship compared to a baseline, will be implemented forexisting ships as technical measures to reduce CO2 emissions. The CII will be calculated annually and implemented as an operationalcarbon intensity measure to benchmark and improve efficiency. The regulations and framework will be rereviewed by MARPOL byJanuary 1, 2026. The European Union has indicated in the past that it intends to propose an expansion of the existing European Unionemissions trading scheme to include emissions of greenhouse gases from marine ships. The EU MRV Regulation (Monitoring, Reporting,Verification), entered into force on July 1, 2015, requires large vessels entering European Union ports to monitor, report and verify theircarbon dioxide emissions as of January 1, 2018. In the United States, the EPA has adopted regulations under the CAA to limit greenhousegas emissions from certain mobile sources, although these requirements do not currently apply to greenhouse gas emissions from ships. Inaddition, pursuant to the Paris Agreement, the IMO has established a framework for reducing global greenhouse gas emissions fromshipping by at least 40% by 2030 and pursuing efforts towards 70% by 2050, compared to 2008 with the goal of holding the increase inglobal average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius. Although theParis Agreement does not specifically require controls on shipping or other industries, it is possible that countries or groups of countrieswill seek to impose such controls in the future. Any passage of climate control legislation or other regulatory initiatives by the IMO, theEuropean Union, the United States or other countries where we operate, or any treaty adopted or amended at the international level thatrestricts emissions of greenhouse gases, could require us to make significant expenditures that we cannot predict with certainty at thistime.We believe that LNG carriers, which have the inherent ability to burn natural gas to power the ship, and in particular LNG carriers likecertain of our vessels that utilize fuel-efficient diesel electric and low pressure two-stroke propulsion, can be considered among thecleanest of large ships in terms of emissions and very adaptable to the usage of newly developed lower and/or zero emission fuels.Table of Contents57Ship Security RegulationsA number of initiatives have been introduced in recent years intended to enhance ship security. On November 25, 2002, the MaritimeTransportation Security Act of 2002, (“MTSA”), was signed into law. To implement certain portions of the MTSA, the U.S. Coast Guardissued regulations in July 2003 requiring the implementation of certain security requirements aboard ships operating in waters subject tothe jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealingspecifically with maritime security. This new chapter came into effect in July 2004 and imposes various detailed security obligations onships and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code, or “ISPSCode”. Among the various requirements are:●on-board installation of automatic information systems to enhance ship-to-ship and ship-to-shore communications;●on-board installation of ship security alert systems;●the development of ship security plans; and●compliance with flag state security certification requirements.The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. ships fromMTSA ship security measures, provided such ships have on board a valid “International Ship Security Certificate” that attests to the ship’scompliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures required by theIMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all ourships.C. Organizational StructureGasLog is a holding company incorporated in Bermuda. As of February 24, 2023, it has 57 subsidiaries which are incorporated in theBritish Virgin Islands, Bermuda, the Marshall Islands, the United States, Singapore, Cyprus, Greece, Panama, Malta and England andWales. Of our subsidiaries, 38 either own or leaseback vessels in our fleet or are parties to contracts to obtain newbuild vessels. Of oursubsidiaries, 40 are wholly owned by us and 17 are 33.2% owned by us. A list of our subsidiaries is set forth in Exhibit 8.1 to this annualreport.D. Property, Plant and EquipmentOther than our ships, we do not own any material property. Our vessels are subject to priority mortgages, which secure our obligationsunder our various credit facilities. For information on our vessels, see “Item 4. Information on the Company—B. Business Overview—Our Fleet”. For further details regarding our credit facilities, refer to “Item 5. Operating and Financial Review and Prospects—B.Liquidity and Capital Resources—Credit Facilities”.We occupy office space at 69 Akti Miaouli, Piraeus, GR 18537, Greece, which we lease through our subsidiary, GasLog LNGServices, from an entity controlled by Ceres Shipping; the lease agreement is disclosed and filed with the Greek authorities, and has beenentered into at market rates. We also occupy office space at (i) 99 Kings Road, London SW3 4PA, United Kingdom, which we leasethrough our subsidiary, GasLog Services UK Ltd.; and (ii) ~24-02B Asia Square Tower 2, Singapore, which we lease through oursubsidiary, GasLog Asia PTE. Ltd.For more information about the contractual arrangements for our office space in Piraeus, see “Item 7. Major Shareholders and RelatedParty Transactions—B. Related Party Transactions”.ITEM 4.A. UNRESOLVED STAFF COMMENTSNot applicable.Table of Contents58ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSThe following discussion of our financial condition and results of operations should be read in conjunction with the financialstatements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statementsthat involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors”and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements.Please see the section “Forward-Looking Statements” at the beginning of this annual report.We are an international owner, operator and manager of LNG carriers. As of February 24, 2023, our wholly owned fleet consists of 19LNG carriers, including 14 vessels in operation, four LNG carriers on order at DSME and one LNG carrier undergoing conversion into anFSRU. GasLog is also the general and controlling partner in GasLog Partners, which owns 12 LNG carriers and has leased back, under abareboat charter (i) for a period of up to five years one vessel sold to CDBL in October 2021 and (ii) until the middle of 2025 one Steamvessel sold to another unrelated party in October 2022. In addition, GasLog has leased back under a bareboat charter (i) for a period of upto 20 years one vessel sold to Lepta Shipping in February 2016; (ii) for a period of up to 12 years one vessel sold to Sea 190 Leasing inOctober 2020; (iii) for a period of up to eight years one vessel sold to Hai Kuo Shipping in January 2021; (iv) for a period of up to fiveyears one vessel sold to CDBL in October 2021 and (v) for a period of up to five years one vessel sold to CDBL in March 2022. Wecurrently manage and operate 35 LNG carriers including 14 of our wholly owned vessels in operation, 12 vessels contributed or sold to thePartnership, the seven bareboat vessels (including GasLog Partners’ bareboat vessels), one LNG carrier undergoing conversion into anFSRU and one additional LNG carrier in which we have a 25.0% interest. We are also supervising the construction of our fournewbuildings. As of February 24, 2023, 18 of our owned and bareboat vessels (including five of the 14 vessels of the GasLog Partnersowned and bareboat fleet) currently operate or will operate under long-term time charters (defined as those with initial duration of morethan three years), and 15 of our vessels (including nine of the GasLog Partners owned and bareboat fleet) currently trade in the short-termspot market (defined as contracts with initial duration of less than three years). As of December 31, 2022, our contracts are expected toprovide total contracted revenue of $3.7 billion during their initial terms, which expire between 2023 and 2035.The additional LNG carrier in which we also have a 25.0% interest is the Methane Nile Eagle, a 2007-built LNG carrier owned byEgypt LNG and technically managed by us. It is currently operating under a 20-year time charter to a subsidiary of Shell. The informationabout our owned fleet presented in this report does not include our ownership interest in the Methane Nile Eagle.We generate revenues by chartering our ships to customers on multi-year time charters and short-term charters and by providingtechnical ship management services, including crewing, training, maintenance, regulatory and classification compliance and HSSEmanagement and reporting through our wholly owned subsidiary GasLog LNG Services. The Group’s chief operating decision maker,being the Chief Executive Officer, reviews the Group’s operating results on a consolidated basis as one operating segment.Industry Overview and TrendsEnergy PricesAs referenced in “Item 3. Key Information—Risk Factors”, oil prices, as measured by the spot price of Brent crude oil continued toincrease throughout 2022 peaking at above $120 per barrel on two occasions during the middle of the year but then declined once more toclose the year flat at about $80 per barrel. Oil prices were affected by the uncertainty surrounding COVID-19 recovery which would besupportive of additional demand but demand remained constrained due to recession fears and China’s continuing zero COVID-19 policy.Oil prices were also impacted by the Russia-Ukraine conflict and the oil price cap which could significantly disrupt crude oil and oilproduct markets. In addition, the Organization of Petroleum Exporting Countries (“OPEC”) supported current prices by limitingproduction through production quotas.This combination of factors has led to volatile oil prices in 2022, influenced primarily by exogenous factors that are likely to continueimpacting the oil market in 2023. The year ended with Brent at about $80 per barrel (December 21, 2022), only marginally higher than 12months ago at about $79.8 per barrel (December 31, 2021) despite rising to a peak of nearly $128 per barrel during 2022.Table of Contents59Global natural gas prices set new record high levels in many parts of the world during 2022. Specifically, natural gas prices in theimport regions of Europe, as measured by the Title Transfer Facility (“TTF”), peaked at approximately $160 per million British ThermalUnits (“MMBtu”) in August and averaged approximately $41 per MMBtu during the year while in Asia, the Japan Korea Marker (“JKM”)set a new record of approximately $70 per MMBtu in August and averaged approximately $34 per MMBtu in 2022. Meanwhile, gas pricesin the United States, as measured by the Henry Hub (“HH”) benchmark, also set a new record in response to increased demand for UnitedStates LNG by Europe rising to about $9.5 per MMBtu in August with an average of $6.5 per MMBtu in 2022.The conflict between Russia and Ukraine, the gradual reduction of pipeline flows to Europe reaching a disruption of more than 90%of pipeline flows and sabotage of the Nordstream pipelines combined with European inventories at the end of the winter season (March31, 2022) 10% below average levels resulted in a rush to purchase LNG in order to refill inventories before the winter. Success in refillinginventories to above 95% before the start of the winter season for 2022-2023, as well as continued mild weather in Northern Europe hasresulted in LNG prices falling from the peak to just above $33 per MMBtu. The response in Asia was more muted as energy producersswitched to coal in response to high gas prices while China’s covid restrictions were still in force throughout 2022 thus reducing energydemand and allowing excess gas to flow to Europe. The outlook for 2023 will depend mostly on the impact of weather on both Europe andAsia as this will directly impact the size of flows to Europe and its ability/need to refill inventories.While the majority of LNG volumes are sold under long-term contracts with prices linked to the price of crude oil, we believe that thedifference in delivered gas prices between import markets in Asia and the Atlantic Basin and export costs from the U.S. is a significantdriver of spot LNG trade, as the differential incentivizes natural gas marketers and buyers to ship LNG over longer distances. Thisdynamic held true and is expected to be re-established in the long term but in 2022 has been superseded by the continued interest ofcharterers to secure long term charters for existing vessels. This trend began in 2021 but defined the 2022 chartering market due tocharterers’ preference to be long shipping in order to not be exposed to a volatile market and to ensure sufficient tonnage to service theirown volumes as well as any profitable opportunities that may arise.LNG SupplySupply for 2022 is forecast to be 403.5 million tonnes (“mt”), an increase of 17.5 mt or approximately 4.5% over 2021, according toWood Mackenzie. The U.S. led supply growth in 2022, up by approximately 6.5 mt or 9.3% year-over-year thanks to high exportutilization, the startup of the Calcasieu Pass project and despite the Freeport outage since June 2022 due to a fire.Meanwhile some exporters such as Nigeria, Algeria, Angola and the UAE have faced declines of export levels and Wood Mackenzieestimates approximately 17.5 mt of lost LNG output due to planned or unplanned maintenance globally. Norway reversed the negativetrend as it continues to recover from the fire that impacted its exports registering a 2.7 mt up from 0 flows in 2021. Wood Mackenzie alsoestimates 15.5 mt of LNG supply growth in 2023 or 3.8% year-over-year.During 2022, 28.0 mt of new LNG liquefaction projects reached FID, according to Wood Mackenzie with at least another 100.0 mtexpected to take FID before the end of 2024. Should any further projects take FID, incremental LNG shipping capacity is likely to berequired to transport the LNG produced by these projects. Nonetheless, there can be no assurance that any of these projects will take FIDor, if one or more FIDs are taken, that incremental shipping will be contracted or that GasLog will be successful in securing renewed ornew charters at attractive rates and durations to meet such LNG shipping requirements.LNG DemandFor the full year 2022, LNG demand was 393.4 mt compared to approximately 372.1 mt for the full year 2021, an increase of 6%,according to Wood Mackenzie. Demand growth in 2022 was led by Europe where demand grew approximately 44.3 mt or 56.8% due topipeline disruptions. Due to the limited supply of LNG and the increased demand, the increased flows to Europe were balanced by reducedflows to Asia Pacific amounting to about 16.7 mt or 6.1% year-over-year. Wood Mackenzie forecasts global LNG demand growth of 8.7mt or 2% year-over-year in 2023.Table of Contents60LNG Shipping Rates and Chartering ActivityIn the LNG shipping spot market, TFDE headline rates, as reported by Clarkson Research Services Limited (“Clarksons”), averaged$130,158 per day in 2022, a 46% increase year-on-year. This was mostly influenced by the early seasonal peak with rates crossing the$200,000 per day in late September 2022 and crossing the $400,000 per day mark soon after in the middle of October 2022. This wasmotivated by the race for charterers to charter in independent vessels leaving none available in the spot market but also their reticence torelease tonnage from their portfolios, preferring inefficiency to risking the security of their own cargos. This combined with speculativestorage targeting the contango in Europe and congestion at import terminals due to increased LNG flows led to a significant lack ofavailable vessels, which supercharged rates. Once LNG inventories in Europe were full, the continued Freeport outage as well as outagesin Nigeria and Asia resulted in additional vessels being open in the market leading to a rapid decline.The highlight of the 2022 market, however, was the term market for both existing TFDEs and existing Steam vessels, averaging respectively about $131,000 per day for TFDEs and $63,200 per day for Steam vessels for period of one year as reported by Clarksons. As indicated earlier this was motivated by the geopolitical events, surge in demand for LNG but also uncertainty. Only independent vessels were able to capitalize on this market given that they were the only ones able to give the duration and delivery/redelivery flexibility that sublets are unable to provide due to internal schedules. As a result, demand for these vessels surged with many vessels being fixed for periods longer than one year reaching up to three or more years in some cases at strong rates, leading to no available independent vessels in the spot market fairly early in the winter season. In order to circumvent this issue many charterers began seeking coverage for 2023 as early as November with vessels being forward fixed between the first and third quarter of 2023. This is likely to exacerbate the scarcity of independent vessels and could see a continuation of the existing trend in 2023. Delays to the start-up, or unexpected downtime, of LNG supply projects or significant further orders of new LNG carriers mayweaken the supply/demand balance for LNG shipping. Reduced demand for LNG or LNG shipping, or any reduction or limitation in LNGproduction capacity, or significant increases in LNG shipping capacity, could have a material adverse effect on our ability to secure futuretime charters at attractive rates and durations for new ships we may order or acquire, or upon expiration or early termination of our currentcharter arrangements, which could harm our business, financial condition, results of operations and cash flows, including cash availablefor distributions to unitholders, as well as our ability to meet certain of our debt covenants. A sustained decline in charter rates could alsoadversely affect the market value of our ships, on which certain of the ratios and financial covenants with which we are required to complyare based.Global LNG FleetAccording to Poten, as of January 31, 2023, the global fleet of dedicated LNG carriers (>100,000 cbm) consisted of 606 vessels withanother 288 LNG carriers on order, of which only 22 vessels (or 7.6%) do not have multi-year charters. Poten estimates that a total of 34LNG carriers are due to be delivered in 2023. In 2022, a record 174 orders for LNG carriers were placed, as estimated by Poten. Webelieve that the growing global demand for natural gas, especially in Asia, increasing supply from the U.S. and other regions, and otherLNG market trends, including increased trading of LNG, should support the existing order backlog for vessels and should also drive aneed for additional LNG carrier newbuildings. Finally, the scrapping of older and less efficient vessels, the conversion of existing vesselsto FSRUs or FSUs and/or employing LNG carriers for short-term storage purposes in order to exploit arbitrage opportunities could reducethe availability of LNG carriers on the water today. However, various factors, including changes in prices of and demand for LNG, canmaterially affect the competitive dynamics that currently exist and there can be no assurance that this need for additional carriers willmaterialize or that GasLog will be successful in securing renewed or new charters at attractive rates and durations to meet such LNGshipping requirements.The statements in this “Industry Overview and Trends” section are forward-looking statements based on management’s currentexpectations and certain material assumptions and, accordingly, involve risks and uncertainties that could cause actual results, performanceand outcomes to differ materially from those expressed herein. See “Item 3. Key Information—D. Risk Factors” of this annual report.Table of Contents61A. Operating ResultsFactors Affecting Our Results of OperationsWe believe the principal factors that will affect our future results of operations include:●the supply and demand for LNG shipping services and the number of vessels available in the short-term or spot LNG carriercharter market;●the number of LNG carriers in our owned and managed fleets;●the timely delivery of our ships under construction;●our ability to obtain acceptable financing in respect of our capital and refinancing commitments;●our ability to maintain good working relationships with our existing customers and our ability to increase the number of ourcustomers through the development of new working relationships;●the performance of our charterers;●the supply-demand relationship for LNG shipping services, including the impact of greater competition in the LNG shippingmarket;●our ability to employ the ships we own and the bareboat vessels, that currently do not have charters at economically attractiverates;●the effective and efficient technical and operational management of our ships;●our ability to maintain the recruitment and retention of appropriately qualified seafarers and shore staff;●our ability to obtain and maintain regulatory approvals and to satisfy technical, health, safety and compliance standards that meetour customers’ requirements; and●economic, regulatory, political and governmental conditions that affect the LNG market and LNG shipping industries, whichinclude geopolitical factors such as the imposition of trade tariffs and changes in the number of new LNG importing countriesand regions, as well as structural LNG market changes impacting LNG supply and demand.In addition to the general factors discussed above, we believe certain specific factors have impacted, or will impact, our results ofoperations. These factors include:●the hire rate earned by our owned ships, including any of our ships that may trade in the short-term or spot market if we areunable to secure new term charters;●unscheduled off-hire days;●the fees we receive for technical ship management services;●the level of our ship operating expenses, including the costs of crewing, insurance and maintenance;●our level of debt, the related interest expense and the timing of required payments of principal;●mark-to-market changes in derivative financial instruments and foreign currency fluctuations; andTable of Contents62●the level of our general and administrative expenses, including salaries and costs of consultants.See “Item 3. Key Information—D. Risk Factors” for a discussion of certain risks inherent in our business.Principal Components of Revenues and ExpensesRevenuesOur revenues are driven primarily by the number of LNG carriers in our owned fleet, the amount of daily charter hire that they earnunder time charters and the number of operating days during which they generate revenues. These factors, in turn, are affected by ourdecisions relating to ship acquisitions and disposals, the amount of time that our ships spend in dry-dock undergoing repairs, maintenanceand upgrade work, the age, condition and technical specifications of our ships as well as the relative levels of supply and demand in theLNG carrier charter market. Under the terms of some of our time charter arrangements, the operating cost component of the daily hire rateis intended to correspond to the costs of operating the ship. Accordingly, we will receive additional revenue under certain of our timecharters through an annual escalation of the operating cost component of the daily hire rate and, in the event of more material increases ina ship’s operating costs, we may be entitled to receive additional revenues under those charters. Under some of the other time charterarrangements, most of our operating costs are passed-through to the charterer in the form of an adjustment to the operating cost componentof the daily hire rate. We believe these adjustment provisions provide substantial protection against significant operating cost increases.See “Item 4. Information on the Company—B. Business Overview—Ship Time Charters—Hire Rate Provisions” for a more detaileddiscussion of the hire rate provisions of our charter contracts.The revenues of GasLog LNG Services, our wholly owned subsidiary, are driven primarily by the number of ships operating underour technical management and the amount of the fees we earn for each of these ships as well as the amount of fees that we may earn forplan approval and construction supervision of newbuilding LNG carriers. In addition to revenues from external customers, GasLog LNGServices receives revenues for technical management, plan approval and construction supervision services provided to our owned fleet,which are eliminated on consolidation.Revenue from vessel management and vessel construction project supervision contracts is recognized when earned and when it isprobable that future economic benefits will flow to the Group and such a benefit can be measured reliably.Voyage Expenses and CommissionsUnder our time charter arrangements, charterers bear substantially all voyage expenses, including bunker fuel, port charges and canaltolls, but not commissions. Commissions are recognized as expenses on a pro rata basis over the duration of the period of the time charter.Bunkers’ consumption recognized under Voyage expenses and Commissions mainly represents bunkers consumed during vessels’unemployment and off-hire periods. Voyage expenses are expensed as incurred, excluding commissions, which are recognized on a pro-rata basis over the duration of the period of the time charter.Vessel Operating and Supervision CostsWe are generally responsible for ship operating expenses, which include costs for crewing, insurance, repairs, modifications andmaintenance, including dry-docking, lubricants, spare parts and consumable stores and other miscellaneous expenses, as well as theassociated cost of providing these items and services. However, as described above, the hire rate provisions of our time charters areintended to reflect the operating costs borne by us. Vessel operating and Supervision Costs are recognized as expenses when incurred.In addition, we pay fees to GasLog LNG Services in connection with our own newbuildings on order for plan approval andconstruction supervision services provided by GasLog LNG Services and to cover third-party expenses incurred by GasLog LNG Servicesin respect of the newbuildings. These fees, other than any intercompany profit, are capitalized as part of the asset value of our ships. Thefees paid for technical ship management services, which are considered vessel operating and supervision costs of our owned fleet (andcorresponding revenues of GasLog LNG Services), are eliminated on consolidation.Vessel operating and supervision costs of GasLog LNG Services include staff costs, such as salaries, social security and training forthe technical management team and project specialists, and project-related expenses.Table of Contents63DepreciationThe majority of our consolidated depreciation expenses relate to the cost of our ships. We depreciate the cost of our ships on the basisof two components: a vessel component and a dry-docking component. The vessel component is depreciated on a straight-line basis overthe expected useful life of each ship, based on the cost of the ship less its estimated residual value. We estimate the useful lives of ourships to be 35 years from the date of delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisitionthrough their remaining estimated useful life. Management estimates residual value of its vessels to be equal to the product of itslightweight tonnage (“LWT”), and an estimated scrap rate per LWT, which represents our estimate of the market value of the ship if it wasalready at the end of its useful life. We review scrap rates on an annual basis, and may revise the rates in response to changing marketconditions.We must periodically dry-dock each of our ships for inspection, repairs and maintenance and any modifications to comply withindustry certification or governmental requirements. All our ships are required to be dry-docked for these inspections at least once everyfive years. At the time of delivery of a ship, we estimate the dry-docking component of the cost of the ship, which represents the estimatedcost of the ship’s first dry-docking based on our historical experience with similar types of ships. The dry-docking component of the ship’scost is depreciated over five years, in case of new ships, and until the next dry-docking for secondhand ships, which is performed withinfive years from the vessel’s last dry-docking unless we determine to dry-dock the ships at an earlier date. In the event a ship is dry-dockedat an earlier date, the unamortized dry-docking component is written off immediately. The LNG vessels are also required to undergo anunderwater survey in lieu of dry-docking (“intermediate survey”) in order to meet certain classification requirements. The intermediatesurvey component is estimated after the first intermediate survey takes place which is between the first and the second dry-docking and isamortized over the period until the next dry-docking which is estimated to be two and a half years.General and Administrative ExpensesGeneral and administrative expenses consist principally of personnel costs for administrative and support staff, board of directors fees,expense recognized in connection with share-based compensation, rent, utilities, travel expenses, legal expenses, information andcomputing equipment and services, other professional services and consultants, training for crew familiarization and other advisor costs. Inaddition, general and administrative expenses include restructuring costs comprising of termination benefits, accelerated amortization forstock plan and restructuring obligations, pursuant to management’s decision to relocate more of its employees including several membersof senior management to the Piraeus, Greece office and to close the Stamford, Connecticut office. Finally, general and administrativeexpenses include Transactions costs.Impairment LossAll owned and bareboat vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carryingamount of an asset may not be recoverable. Whenever the carrying amount of a vessel exceeds its recoverable amount, an impairment lossis recognized in the consolidated statement of profit or loss. The recoverable amount is the higher of a vessel’s fair value less cost ofdisposal and “value in use”. The fair value less cost of disposal is the amount obtainable from the sale of a vessel in an arm’s lengthtransaction less the costs of disposal, while “value in use” is the expected value of all expectations about possible estimated future cashflows, discounted to their present value. Recoverable amounts are estimated for individual vessels. Each vessel is considered to be a singlecash-generating unit. The fair value less cost of disposal of the vessels is estimated from market-based evidence by appraisal that isnormally undertaken by professionally qualified brokers.Loss on Disposal of Non-Current AssetsLoss on disposal is determined by comparing proceeds from disposal with the carrying amount of a vessel and is included in ourconsolidated statements of profit or loss.Table of Contents64Financial CostsWe incur interest expense on the outstanding indebtedness under our existing credit facilities, bonds and our swap arrangements thatqualify for treatment as cash flow hedges for financial reporting purposes, which we include in our financial costs. Financial costs alsoinclude amortization of other loan issuance costs incurred in connection with establishing our credit facilities. We will incur additionalinterest expense and other borrowing costs in the future on our outstanding borrowings and under the undrawn or future borrowings andcommitments. Financial costs also include Transaction Costs and foreign exchange differences from cash and bonds, while all otherforeign exchange differences are classified in General and Administrative Expenses. For a description of our credit facilities, including ourloan agreements and sale and leaseback agreements, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity andCapital Resources—Borrowing Activities—Credit Facilities”.Interest expense and the amortization of loan issuance costs that relate directly to a specific loan to finance an LNG carrier underconstruction and are incurred during the construction period are capitalized as part of the cost of the ship. Otherwise, interest expense andamortization of loan issuance costs are expensed as incurred.Financial IncomeFinancial income consists of interest income, which will depend on the level of our cash deposits, investments and prevailing interestrates. Interest income is recognized on an accrual basis.(Loss)/Gain on Derivatives(Loss)/gain on derivatives consist of the ineffective portion of changes in the fair value of the derivatives that meet hedge accountingcriteria, realized gain/loss on derivative financial instruments held for trading, the movement in the fair value of the derivative financialinstruments that have not been designated as hedges and the amortization of the cumulative unrealized loss for the derivative contracts inrespect of which hedge accounting was discontinued.Share of Profit of AssociatesThe share of profit of associates consists of our share of profits from (a) our 25.0% ownership interest in Egypt LNG, a Bermudaexempted company whose principal asset is the LNG carrier Methane Nile Eagle and (b) our 20.0% ownership in Gastrade, a Greekprivate limited company licensed to develop an independent natural gas system offshore Alexandroupolis in Northern Greece utilizing anFSRU along with other infrastructure.Table of Contents65Results of OperationsYear Ended December 31, 2021 Compared to Year Ended December 31, 2022 Year ended December 31, 2021 2022 ChangeAmounts are in thousands of U.S. DollarsRevenues$ 809,577$ 915,625$ 106,048Voyage expenses and commissions (19,430) (14,260) 5,170Vessel operating and supervision costs (166,432) (170,591) (4,159)Depreciation (202,953) (228,639) (25,686)General and administrative expenses (43,313) (35,007) 8,306Loss on disposal of non‑current assets (1,100) (406) 694Impairment loss (153,669) (68,287) 85,382Profit from operations 222,680 398,435 175,755Financial costs (166,955) (184,675) (17,720)Financial income 142 4,118 3,976Gain on derivatives 22,680 74,807 52,127Share of profit of associates 1,969 4,562 2,593Total other expenses, net (142,164) (101,188) 40,976Profit for the year 80,516 297,247 216,731Non‑controlling interests 12,853 89,797 76,944Profit attributable to owners of the Group$ 67,663$ 207,450$ 139,787During the year ended December 31, 2021, we had an average of 33.9 ships operating in our owned and bareboat fleet (including thePartnership’s owned and bareboat fleet), having 12,133 available days and an average of 33.9 ships operating under our technicalmanagement (including 32.9 of our owned and bareboat ships). During the year ended December 31, 2022, we had an average of 35.4ships operating in our owned and bareboat fleet (including the Partnership’s owned and bareboat fleet), having 12,629 available days andan average of 35.4 ships operating under our technical management (including 34.4 of our owned and bareboat ships).Revenues: Revenues increased by 13.1%, or $106.0 million, from $809.6 million during the year ended December 31, 2021 to $915.6million during the year ended December 31, 2022. The increase of $106.0 million is mainly attributable to a net increase in revenues fromour vessels operating in the spot and short-term markets in the year ended December 31, 2022, in line with the continued strength of theLNG shipping spot and short-term markets and the full year operation of the GasLog Galveston, the GasLog Wellington and the GasLogWinchester. As a result, the average daily hire rate increased from $68,212 for the year ended December 31, 2021 to $73,470 for the yearended December 31, 2022.Voyage Expenses and Commissions: Voyage expenses and commissions decreased by 26.3%, or $5.1 million, from $19.4 millionduring the year ended December 31, 2021 to $14.3 million during the year ended December 31, 2022. The decrease of $5.1 million ismainly attributable to the tax accrual reversal of the previous year and to the decrease in bunker consumption costs due to the increasedutilization of our spot fleet in the year ended December 31, 2022, as compared to the year ended December 31, 2021, partially offset by anincrease in broker commissions, in line with the increase in revenues.Vessel Operating and Supervision Costs: Vessel operating and supervision costs increased by 2.5%, or $4.2 million, from $166.4million during the year ended December 31, 2021 to $170.6 million during the year ended December 31, 2022. The increase in vesseloperating and supervision costs is attributable to the increase in ownership days due to the aforementioned full year operation of theGasLog wholly owned vessels and the in-house management of the Solaris (after its redelivery into our managed fleet on April 6, 2022),partially offset by the decrease in daily operating costs from $13,864 per ownership day (as defined below excluding the Solaris managedby Shell) for the year ended December 31, 2021 to $13,569 per ownership day (as defined below excluding the Solaris managed by Shell)for the year ended December 31, 2022. Ownership days represent total calendar days for our owned and bareboat fleet. Daily operatingcosts per vessel decreased mainly due to the decreased scheduled technical and maintenance costs, partially offset by the increase in crewcosts and a more favorable Euro (“EUR”)/U. S. Dollar (“USD”) exchange rate in the year ended December 31, 2022 as compared to theyear ended December 31, 2021.Table of Contents66Depreciation: Depreciation increased by 12.6%, or $25.6 million, from $203.0 million during the year ended December 31, 2021 to$228.6 million during the year ended December 31, 2022. The increase in depreciation resulted mainly from the increase in the averagenumber of vessels in our fleet in the year ended December 31, 2022, compared to the prior year and the increase from the depreciation ofthe right-of-use assets, which were partially offset by the impairment charges recognized in the prior year and during the year endedDecember 31, 2022.General and Administrative Expenses: General and administrative expenses decreased by 19.2%, or $8.3 million, from $43.3 millionduring the year ended December 31, 2021 to $35.0 million during the year ended December 31, 2022. The decrease in absolute terms ismainly attributable to the reduced legal costs mainly affected by the Transaction, decreased costs of directors’ and officers’ insurance anda net decrease in amortization of share-based compensation, which were partially offset by increased employee costs and the increase inforeign exchange losses. General and administrative expenses include the effect of the restructuring costs of $0.8 million and $5.0 millionfor the year ended December 31, 2021 and 2022, respectively and the effect of the costs related to the Transaction of $13.7 million and$0.8 million for the year ended December 31, 2021 and 2022, respectively. Daily general and administrative expenses decreased from$3,501 per vessel ownership day for the year ended December 31, 2021 to $2,764 per vessel ownership day for the year ended December31, 2022, which includes restructuring costs of $66 and $396 per vessel ownership day in 2021 and 2022, respectively and costs related tothe Transaction of $1,105 and $67 per vessel ownership day in 2021 and 2022, respectively.Impairment Loss: Impairment loss was $153.7 million for the year ended December 31, 2021 and $68.3 million for the year endedDecember 31, 2022. The aggregate impairment loss which was recognized as of December 31, 2021, was analyzed as follows: a) $125.8million with respect to five Steam vessels owned by the Partnership and one Steam vessel owned by GasLog, built in 2006 and 2007, afterconcluding that events and circumstances triggered the existence of potential impairment of Steam vessels on that date and is the result ofthe reduced expectations of the rates at which we could expect to secure term employment for the remaining economic lives of thosevessels, and significant uncertainties regarding future demand for such vessels in light of the continued addition of modern, larger andmore fuel efficient LNG carriers to the global fleet, b) $16.9 million with respect to GasLog Salem for the remeasurement at the lower ofits carrying amount and fair value less costs to sell pursuant to the vessel’s sale and leaseback transaction concluded in October 2021 andc) $11.0 million for the Group’s FSRU conversion costs recognized under “Vessels under construction”, with respect to incurred costsfrom which no future economic benefits are expected. The aggregate impairment loss, which was recognized as of December 31, 2022,was analyzed as follows: i) $19.4 million with respect to the Alexandroupoli, pursuant to the signing of the agreement with Gastrade inFebruary 2022 for the sale of the vessel after its conversion to an FSRU and its remeasurement at the lower of its carrying amount and itsfair value less costs to sell, ii) $9.5 million with respect to the GasLog Skagen for the remeasurement at the lower of its carrying amountand its fair value less costs to sell pursuant to the vessel’s sale and leaseback transaction concluded in March 2022, iii) $28.0 million wasrecognized pursuant to the reclassification of two Steam vessels owned by the Partnership as held for sale and remeasurement of theircarrying amounts as of June 30, 2022 and iv) $ 11.4 million with respect to two Steam vessels owned by the Partnership and one Steamvessel owned by GasLog, built in 2006 and 2007, since events and circumstances triggered the potential impairment of such Steam vesselson that date as a result of continuous decline in the fair values of Steam vessels, driven by reduced market expectations of the long-termrates for these older technology vessels, combined with potential costs of compliance with environmental regulations applicable from 2023onwards.Financial Costs: Financial costs increased by 10.6%, or $17.7 million, from $167.0 million during the year ended December 31, 2021to $184.7 million during the year ended December 31, 2022. The increase in financial costs is mainly attributable to a net increase of $36.0million in interest expense on loans, bonds and cash flow hedges due to the higher interest rates during the year ended December 31, 2022compared to the same period in 2021, partially offset by a decrease of $17.3 million in other financial costs, net related mainly to the $15.7million financing fees associated with the amendment of the credit facilities as a result of the Transaction. Specifically, during the yearended December 31, 2021, we had an average of $3,830.0 million of outstanding indebtedness, with a weighted average interest rate of3.0%, while during the year ended December 31, 2022, we had an average of $3,491.8 million of outstanding indebtedness, with aweighted average interest rate of 4.3%. These weighted average interest rates include interest expense on loans and cash flow hedges andinterest expense on bonds and CCSs.Table of Contents67Gain on Derivatives: Gain on derivatives increased by $52.1 million, from a gain of $22.7 million for the year ended December 31,2021 to a gain of $74.8 million for the year ended December 31, 2022. The increase is mainly attributable to an increase of $33.0 millionin gain from marked-to-market valuation of our derivative financial instruments carried at fair value through profit or loss, which reflecteda gain of $59.4 million for the year ended December 31, 2021, as compared to a gain of $92.4 million for the year ended December 31,2022, and a decrease of $23.5 million in realized loss from interest rate swaps held for trading, partially offset by an increase of $4.8million in realized loss on forward foreign exchange contracts held for trading for the year ended December 31, 2022, compared to theyear ended December 31, 2021.Profit for the Year: Profit for the year increased by $216.7 million, from a profit of $80.5 million for the year ended December 31,2021 to a profit of $297.2 million for the year ended December 31, 2022 as a result of the aforementioned factors.Profit Attributable to Owners of the Group: Profit Attributable to Owners of the Group increased by $139.8 million, from a profit of$67.7 million for the year ended December 31, 2021 to a profit of $207.5 million for the year ended December 31, 2022. The increase inprofit attributable to the owners of GasLog resulted mainly from the respective movements in profit mentioned above, partially offset bythe increase in profit attributable to the non-controlling interests (non-controlling unitholders of GasLog Partners) following the increasein the Partnership’s profit.Year Ended December 31, 2020 Compared to Year Ended December 31, 2021For a discussion of our results for the year ended December 31, 2020 compared to the year ended December 31, 2021, please see“Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year Ended December 31, 2020 Compared to YearEnded December 31, 2021” contained in our annual report on Form 20-F for the year ended December 31, 2021, filed with the SEC onMarch 9, 2022.CustomersFor the year ended December 31, 2022, we received 31.3% of our revenues from Shell, 32.4% of our revenues from LNGmajors/traders, 22.7% of our revenues from various other charterers, 13.5% of our revenues from U.S. exporters and 0.1% of our revenuesfrom Egypt LNG. For the year ended December 31, 2021, we received 38.0% of our revenues from Shell, 36.2% of our revenues frommajor LNG producers, 25.6% of our revenues from various charterers in the spot/short-term market, and 0.1% of our revenues from EgyptLNG.SeasonalityWhile our owned and bareboat ships are mainly employed under multi-year, fixed-rate charter arrangements, seasonal trends doimpact the revenues earned during the year by our vessels trading in the spot and short-term market and under variable rate charters. Inrecent years, there has been a significant increase in the seasonality of LNG shipping spot rates with relative strength during the months ofSeptember through January and relative weakness during the months of March through May.Additionally, our business is not subject to seasonal borrowing requirements.B. Liquidity and Capital ResourcesAs of December 31, 2022, GasLog has financed its capital requirements with contributions from its pre-IPO shareholders, proceedsfrom our IPO and the GasLog Partners’ IPO, proceeds from follow-on common and preference equity offerings by GasLog and GasLogPartners, follow-on debt offerings and the private placements, operating cash flows and long-term financings including bank loans, andbond offerings. Our primary liquidity needs are to fund our vessel operating costs and general and administrative expenses, to finance thepurchase and construction of our newbuildings and conversions, to purchase secondhand vessels, to service our existing debt and to paydividends. In monitoring our working capital needs, we project our charter hire income and vessels’ maintenance and running expenses, aswell as debt service obligations, and seek to maintain adequate cash reserves in order to address revenue shortfalls or budget overruns, ifany.Table of Contents68We anticipate that our primary sources of funds over the next twelve months will be available cash, cash from operations, existing andnew borrowings and future sale and leaseback transactions. We believe that these sources of funds will be sufficient to meet our liquidityneeds, although there can be no assurance that we will be able to obtain future debt and equity financing on terms acceptable to us.Our funding and treasury activities are intended to meet our operating and financing requirements while balancing investment returnsin order to maintain appropriate liquidity. Cash and cash equivalents are held primarily in U.S. dollars.As of December 31, 2022, we had $368.3 million of cash and cash equivalents. An additional amount of $36.0 million of timedeposits with an original duration greater than three months was classified under short-term cash deposits. The funds in the shipmanagement client accounts were held on behalf of customers of GasLog LNG Services in order to cover obligations of third party vesselsunder management.Under our existing multi-year charters as of December 31, 2022, we had contracted revenues of $817.7 million for 2023 andapproximately $2,916.0 million thereafter. Although these contracted revenues are based on contracted charter rates, we are dependent onthe ability and willingness of our charterers, to meet their obligations under these charters.As of December 31, 2022, we had an aggregate of $3.3 billion of indebtedness outstanding under our credit facilities and bondagreements, of which $295.0 million was repayable within one year. Current bank borrowings include an amount of $79.8 million withrespect to the associated debt of the Alexandroupoli, which GasLog agreed to sell following its conversion to an FSRU. The debt wasprepaid in 2023 when the vessel entered the shipyard for conversion using the proceeds of $92.8 million received from Gastrade inconnection with the sale. The sale is expected to be completed by the fourth quarter of 2023. Furthermore, as of December 31, 2022, wealso had an aggregate of $336.4 million of lease liabilities mainly related to the sale and leaseback of the Methane Julia Louise, theGasLog Shanghai, the GasLog Salem, the GasLog Skagen and the Methane Heather Sally of which $48.5 million was payable within oneyear.GasLog has hedged 30.7% of its expected floating interest rate exposure on its outstanding debt (excluding the lease liabilities and the2029 Notes) as of December 31, 2022.The total contract price for our four newbuildings on order as of December 31, 2022 is approximately $824.4 million. The balance ispayable under each shipbuilding contract in installments upon the attainment of certain specified milestones, with the largest portion of thepurchase price for each ship coming due upon its delivery. We are scheduled to take delivery of the newbuildings on various dates in 2024and 2025. As of December 31, 2022, the total remaining balance of the contract prices for the four newbuildings was $700.6 million, ofwhich $123.9 million is due within 12 months, which will be funded by the four sale and leaseback agreements entered into on July 6,2022 with CMBFL.On May 16, 2017, GasLog Partners commenced its ATM Programme under which the Partnership may, from time to time, raise equitythrough the issuance and sale of new common units having an aggregate offering price of up to $100.0 million in accordance with theterms of an equity distribution agreement (the “Equity Distribution Agreement”) entered into on the same date. Citigroup GlobalMarkets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLCagreed to act as sales agents. On November 3, 2017, the Partnership entered into the Amended and Restated Equity DistributionAgreement to increase the size of the ATM Programme to $144.0 million and to include UBS Securities LLC as a sales agent. OnFebruary 26, 2019, the Partnership entered into a Third Amended and Restated Equity Distribution Agreement to further increase the sizeof the ATM Programme from $144.0 million to $250.0 million.During the year ended December 31, 2022, GasLog Partners did not issue any common units under the ATM Programme. Fromestablishment of the ATM Programme through December 31, 2021, GasLog Partners issued and received payment for 8,486,705 commonunits at a weighted average price of $15.75 per common unit for total gross proceeds of $133.6 million and total net proceeds of $132.4million.Table of Contents69On January 29, 2019, the board of directors of GasLog Partners authorized a unit repurchase programme of up to $25.0 millioncovering the period from January 31, 2019 to December 31, 2021. Under the terms of the repurchase programme, GasLog Partners mayrepurchase common units from time to time, at its discretion, on the open market or in privately negotiated transactions. On February 5,2020, the board of directors of GasLog Partners authorized a renewal of the unit repurchase programme taking the total authorityoutstanding under the programme to $25.0 million, to be utilized from February 10, 2020 to December 31, 2021. Since the authorization ofthe unit repurchase programme and through December 31, 2021, GasLog Partners has repurchased and cancelled a total of 1,363,062 ofthe Partnership’s common units at a weighted average price of $17.50 per common unit for a total amount of $23.9 million, includingcommissions. The board of directors of GasLog Partners did not renew the common unit repurchase programme following its expirationon December 31, 2021.On January 22, 2021, GasLog’s subsidiary, GAS-twenty four Ltd., completed the sale and leaseback of the GasLog Houston with HaiKuo Shipping. The vessel was sold to Hai Kuo Shipping. GAS-twenty four has leased back the vessel under a bareboat charter from HaiKuo Shipping for a period of up to eight years. GAS-twenty four Ltd. has the obligation to re-purchase the vessel at the end of the charterperiod. GAS-twenty four Ltd. has also the option to re-purchase the vessel on pre-agreed terms no earlier than the first interest period andno later than the end of year eight of the bareboat charter. The vessel remains on its charter with Shell.In March 2021, the Partnership established a preference unit repurchase programme (the “Repurchase Programme”), which authorizedthe repurchase of preference units through March 31, 2023. In the year ended December 31, 2022, GasLog Partners repurchased andcancelled an aggregate of 665,016 Series A Preference Units, 639,189 Series B Preference Units and 669,406 Series C Preference Units ata weighted average price of $24.64, $25.11 and $24.96 per preference unit for Series A, Series B and Series C, respectively. The aggregateamount repaid during the year for repurchases of preference units was $49.2 million, including commissions. Since inception of theRepurchase Programme through December 31, 2022, GasLog Partners repurchased and cancelled 665,016 Series A Preference Units,1,103,618 Series B Preference Units and 938,955 Series C Preference Units at a weighted average price of $24.64, $25.01 and $25.03 perpreference unit for Series A, Series B and Series C, respectively, for an aggregate amount of $67.6 million, including commissions.In June 2021, GasLog entered into novation agreement with ABN and HSBC. Subsequently, an interest rate swap originally held withHSBC and due to mature in 2025, has now been transferred to ABN. The notional amount of the trade is $33.3 million.On September 24, 2021, GasLog entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain affiliates ofThe Carlyle Group and EIG (such affiliates, the “Purchasers”) and Wilmington Trust (London) Limited, as administrative agent, for anamount of up to $325.0 million of the 2029 Notes. The 2029 Notes were drawn in March 2022 in the amount of $315.0 million and theproceeds were used to refinance the U.S. dollar denominated 8.875% senior unsecured notes due in 2022 and issued in March 2017 andMay 2019 (the ‘‘8.875% Senior Notes”). The Note Purchase Agreement allows for the issuance of additional 2029 Notes in an amount upto $100.0 million for the purpose of refinancing existing obligations or pursuing new growth opportunities.On October 26, 2021, GasLog Partners’ and GasLog’s subsidiaries, GAS-three Ltd. and GAS-ten Ltd. completed the sale andleaseback of the GasLog Shanghai and the GasLog Salem, respectively, with a wholly owned subsidiary of CDBL. The vessels were soldto CDBL for a cash consideration of $248.0 million and leased back under bareboat charters from CDBL for a period of five years with norepurchase option or obligation. These sale and leasebacks meet the definition of a lease under IFRS 16 Leases. The existing loan facilitiesadvances of the specified vessels were terminated releasing $42.8 million of incremental net liquidity (net sale proceeds less debtprepayment) to the Group.On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen, with a whollyowned subsidiary of CDBL. The vessel was sold to CDBL for a gross cash consideration of $126.0 million and leased back under abareboat charter from CDBL for a period of five years with no repurchase option or obligation. The sale and leaseback meets the definitionof a lease under IFRS 16 Leases. The existing loan facility advance of the specified vessel was terminated, releasing approximately $21.5million of incremental liquidity (net sale proceeds less debt prepayment) to the Group.Table of Contents70On July 6, 2022, each of GAS-thirty eight Ltd., GAS-thirty nine Ltd., GAS-forty Ltd. and GAS-forty one Ltd. entered into sale andleaseback agreements (the “4xNB SLB Facility”) with CMBFL that provide for the financing of each LNG carrier on order at DSME. TheGroup will sell the aforementioned newbuildings for a total amount of up to $762.6 million, raising 92.5% of the newbuilding contractprice in form or pre- and post- delivery financing and will lease the newbuildings back for a period of ten years (under a 20-year profile)from each delivery date. GasLog has the option to repurchase the vessels no earlier than the third anniversary of each delivery date and asa result under IFRS 15 Revenue from Contracts with Customers, the transaction does not qualify as a sale and leaseback. The Companyrecognizes the respective advance shipyard installment payments on its balance sheet under Vessels under construction and accounted forthe amount received under the sale-and-leaseback transaction as a financial liability. The interest on the outstanding capital is calculated ona daily compounded SOFR plus a margin.On October 31, 2022, GasLog Partners’ subsidiary, GAS-twenty one Ltd. completed the sale and leaseback of the Methane HeatherSally. The vessel was sold to an unrelated third party for a gross cash consideration of $50.0 million. GasLog leased back the vessel undera bareboat charter until the middle of 2025 with no repurchase option or obligation. The sale and leaseback meets the definition of a leaseunder IFRS 16 Leases. The existing loan facility advance of the specified vessel was terminated, releasing approximately $17.0 million ofincremental liquidity (net sale proceeds less debt prepayment) to the Group.As our fleet expands, we will evaluate changes to the quarterly dividend consistent with our cash flow and liquidity position. Ourpolicy is to pay dividends in amounts that will allow us to retain sufficient liquidity to fund our obligations as well as to execute ourbusiness plan going forward. Our board of directors will determine the timing and amount of all dividend payments, based on variousfactors, including our earnings, financial condition, cash requirements and availability, restrictions in our credit facilities and theprovisions of Bermuda law. Accordingly, we cannot guarantee that we will be able to pay quarterly dividends. See “Item 3. KeyInformation—D. Risk Factors” and “Item 8. Financial Information—A. Consolidated Financial Statements and Other FinancialInformation—Preference Shares Dividend Policy” for a discussion of risks related to our ability to pay dividends.Working Capital PositionAs of December 31, 2022, our current assets totaled $468.4 million, while current liabilities totaled $533.1 million, resulting in anegative working capital position of $64.7 million. Current liabilities include (a) $71.2 million of unearned revenue in relation to hiresreceived in advance of December 31, 2022 (which represents a non-cash liability that will be recognized as revenue in January as theservices are rendered) and (b) $79.8 million with respect to the associated debt of the Alexandroupoli.Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet itsforecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenantswithin its loan and bond facilities. We anticipate that our primary sources of funds over the next twelve months will be available cash, cashfrom operations, existing and new borrowings and future sale and leaseback transactions. We believe that these anticipated sources offunds will be sufficient to meet our liquidity needs and to comply with our financial covenants for at least twelve months from the date ofthis report and therefore it is appropriate to prepare the financial statements on a going concern basis.Cash FlowsYear ended December 31, 2021 compared to the year ended December 31, 2022The following table summarizes our net cash flows from operating, investing and financing activities for the years indicated: Year ended December 31, 2021 2022 ChangeAmounts in thousands of U.S. dollarsNet cash provided by operating activities$ 592,107$ 698,912 106,805Net cash (used in)/provided by investing activities (262,050) 107,373 369,423Net cash used in financing activities (414,744) (720,690) (305,946)Table of Contents71Net Cash Provided By Operating ActivitiesNet cash provided by operating activities increased by $106.8 million, from $592.1 million during the year ended December 31, 2021to $698.9 million during the year ended December 31, 2022. The increase of $106.8 million is mainly attributable to an increase inrevenues of $106.0 million, a decrease in general and administrative expenses of $8.3 million and a decrease in voyage expenses andcommissions of $5.2 million, partially offset by an increase in realized loss on forward foreign exchange contracts of $4.8 million and anincrease in vessel operating and supervision costs of $4.2 million.Net Cash (Used In)/Provided By Investing ActivitiesNet cash used in investing activities decreased by $369.5 million, from net cash used in investing activities of $262.1 million duringthe year ended December 31, 2021 to net cash provided by investing activities of $107.4 million during the year ended December 31,2022. The decrease is mainly attributable to a decrease of $313.2 million in net cash used in payments for the construction costs ofnewbuildings and other fixed assets, the $108.6 million proceeds from FSRU conversion, the $52.5 million proceeds from the sale ofMethane Shirley Elisabeth and an increase of $3.4 million in cash from interest income, partially offset by the $70.0 million decrease inproceeds of from the sale and leaseback transactions, net of commissions of the GasLog Skagen and the Methane Heather Sally during2022 compared to the GasLog Shanghai and the GasLog Salem transactions during 2021 and a net decrease of $36.0 million in cash fromshort-term investments in the year ended December 31, 2022, compared to the same period of 2021, and a decrease of $1.7 million individends received from associate.Net Cash Used In Financing ActivitiesNet cash used in financing activities increased by $306.0 million, from net cash used in financing activities of $414.7 million duringthe year ended December 31, 2021 to net cash used in financing activities of $720.7 million during the year ended December 31, 2022.The increase is mainly attributable to an increase of $137.4 million in bank loan and bond repayments, a decrease of $97.2 million inproceeds from loans and bonds, an increase of $30.9 million in cash used for repurchases of preference units, an increase of $27.4 millionin payments for finance lease liability, a net movement of $21.5 million in cash collaterals for swaps, an increase of $13.8 million individend payments and a decrease of $10.0 million in proceeds from GasLog Partner’s equity raisings, partially offset by a decrease of$15.7 million in loan/bond modification costs related to the Transaction, a decrease of $8.3 million in cash paid for interest and a netdecrease of $7.9 million in net payments of loan issuance costs.Table of Contents72Borrowing ActivitiesCredit FacilitiesThe following summarizes certain terms of the ten outstanding facilities as of December 31, 2022:Facility Name: October 2015 FacilityLender(s)Citibank, N.A., London Branch, Nordea Bank AB, London Branch, The Export-Import Bank of Korea, Bank ofAmerica, National Association, BNP Paribas, Sea Bridge Finance Limited, Credit Suisse AG, HSBC Bank plc, INGBank N.V., London Branch, KEB HANA Bank, London Branch, KfW IPEX-Bank GmbH, National Australia BankLimited, Oversea-Chinese Banking Corporation Limited, Société Générale and The Korea Development BankSubsidiary Party (Collateral Ship)GAS-eleven Ltd. (GasLog Greece), GAS-twelve Ltd. (GasLog Glasgow), GAS-thirteen Ltd. (GasLog Geneva),GAS-fourteen Ltd. (GasLog Gibraltar), GAS-twenty two Ltd. (GasLog Genoa) and GAS-twenty three Ltd.(GasLog Gladstone)Outstanding Principal Amount$598.3 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2028, 2030 and 2031(1)Payment of Principals Installments ScheduleGAS-eleven Ltd.: 6 consecutive semi-annual installments of $5.8 million, a balloon payment due in 2026 of $36.3million and thereafter 4 consecutive semi-annual installments of $4.2 million until March 2028.GAS-twelve Ltd.: 6 consecutive semi-annual installments of $5.8 million, a balloon payment due in 2026 of $36.3million and thereafter 4 consecutive semi-annual installments of $4.2 million until June 2028.GAS-thirteen Ltd.: 7 consecutive semi-annual installments of $5.7 million, a balloon payment due in 2026 of $35.8million and thereafter 4 consecutive semi-annual installments of $4.2 million until September 2028.GAS-fourteen Ltd.: 7 consecutive semi-annual installments of $5.7 million, a balloon payment due in 2026 of $35.8million and thereafter 4 consecutive semi-annual installments of $4.2 million until October 2028.GAS-twenty two Ltd.: 10 consecutive semi-annual installments of $5.9 million, a balloon payment due in 2028 of$37.0 million and thereafter 4 consecutive semi-annual installments of $4.3 million until March 2030.GAS twenty three Ltd.: 12 consecutive semi annual installments of $5.9 million, a balloon payment due in 2029 of$37.0 million and thereafter 4 consecutive semi annual installments of $4.3 million until March 2031.2019 GasLog Partners FacilityLender(s)Credit Suisse AG, Nordea Bank Abp, filial I Norge (“Nordea”), Iyo Bank Ltd., Singapore Branch and DevelopmentBank of Japan, Inc.Subsidiary Party (Collateral Ship)GAS-four Ltd. (GasLog Santiago), GAS-five Ltd. (GasLog Sydney), GAS-sixteen Ltd. (Methane Rita Andrea) andGAS-seventeen Ltd. (Methane Jane Elizabeth)Outstanding Principal Amount$250.3 millionAvailable Undrawn AmountNilInterest RateLIBOR + applicable marginMaturity2024Payment of Principals Installments Schedule5 consecutive quarterly reductions of $5.8 million and a balloon amount of $221.3 million, together with the finalquarterly reduction.GasLog Warsaw FacilityLender(s)ABN AMRO BANK N.V. and Oversea-Chinese Banking Corporation LimitedSubsidiary Party (Collateral Ship)GasLog Hellas-1 Special Maritime Enterprise (GasLog Warsaw)Outstanding Principal Amount$108.5 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2026Payment of Principals Installments Schedule15 consecutive quarterly repayments of $1.6 million and a balloon amount of $84.2 million together with the finalquarterly reduction.7xNB FacilityLender(s)Citibank, N.A., London Branch, DNB (UK) Ltd., Skandinaviska Enskilda Banken AB (publ), The Export-ImportBank of Korea, Bank of America, National Association, BNP Paribas, Seoul Branch, Commonwealth Bank ofAustralia, KfW IPEX-Bank GmbH, National Australia Bank Limited, Oversea-Chinese Banking CorporationLimited, Société Générale, Standard Chartered Bank, The Korea Development Bank and KB Kookmin BankSubsidiary Party (Collateral Ship)GAS-twenty eight Ltd. (GasLog Windsor), GAS-thirty Ltd. (GasLog Westminster), GAS-thirty one Ltd. (GasLogWales), GAS-thirty two Ltd. (GasLog Georgetown), GAS-thirty three Ltd. (GasLog Galveston), GAS-thirty fourLtd. (GasLog Wellington) and GAS-thirty five Ltd. (GasLog Winchester)Outstanding Principal Amount$939.2 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2032 and 2033(1)Table of Contents73Payment of Principals Installments ScheduleGAS-twenty eight Ltd.: 8 consecutive semi-annual installments of $4.3 million, a balloon payment due in 2027 of$54.2 million and thereafter 10 consecutive semi-annual installments of $4.3 million until March 2032.GAS-thirty Ltd.: 9 consecutive semi-annual installments of $4.2 million, a balloon payment due in 2027 of $53.1million and thereafter 10 consecutive semi-annual installments of $4.2 million until July 2032.GAS-thirty one Ltd.: 8 consecutive semi-annual installments of $4.2 million, a balloon payment due in 2027 of$53.1 million and thereafter 10 consecutive semi-annual installments of $4.2 million until May 2032.GAS-thirty two Ltd.: 9 consecutive semi-annual installments of $4.1 million, a balloon payment due in 2027 of$52.6 million and thereafter 10 consecutive semi-annual installments of $4.1 million until November 2032.GAS-thirty three Ltd.: 9 consecutive semi-annual installments of $4.1 million, a balloon payment due in 2027 of$52.6 million and thereafter 10 consecutive semi-annual installments of $4.1 million until December 2032.GAS-thirty four Ltd.: 10 consecutive semi-annual installments of $4.3 million, a balloon payment due in 2028 of$54.4 million and thereafter 10 consecutive semi-annual installments of $4.3 million until June 2033.GAS-thirty five Ltd.: 11 consecutive semi-annual installments of $4.3 million beginning in February 2022, aballoon payment due in 2028 of $54.4 million and thereafter 10 consecutive semi-annual installments of $4.3million until August 2033.GasLog Partners $260.3M FacilityLender(s)BNP Paribas, Credit Suisse AG, Alpha Bank S.A. and Development Bank of Japan, IncSubsidiary Party (Collateral Ship)GAS-seven Ltd. (GasLog Seattle), GAS-eight Ltd, (Solaris)Outstanding Principal Amount$193.8 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2025Payment of Principals Installments Schedule6 equal semi-annual installments of $6.2 million, with a final balloon amount of $156.7 million payableconcurrently with the last installment in July 2025.GasLog Partners $193.7M FacilityLender(s)DNB Bank ASA and ING Bank N.V.Subsidiary Party (Collateral Ship)GAS-nineteen Ltd. (Methane Alison Victoria), GAS-twenty seven Ltd. (Methane Becki Anne)Outstanding Principal Amount$126.4 millionAvailable Undrawn AmountN/AInterest RateSOFR + applicable marginMaturity2025Payment of Principals Installments Schedule6 equal semi-annual installments of $6.2 million, with a final balloon amount of $88.9 million payable concurrentlywith the last installment in July 2025.GasLog $576.9M FacilityLender(s)ABN AMRO Bank N.V., Citigroup Global Markets Limited, Nordea, HSBC Bank plc, Credit Agricole Corporateand Investment Bank and Unicredit Bank AGSubsidiary Party (Collateral Ship)GAS-one Ltd (GasLog Savannah), GAS-two Ltd. (GasLog Singapore), GAS-nine Ltd. (GasLog Saratoga) andGasLog Hellas-2 Special Maritime Enterprise (GasLog Athens)Outstanding Principal Amount$296.2 millionAvailable Undrawn AmountNilInterest RateSOFR + applicable marginMaturity2025Payment of Principals Installments ScheduleTerm Loan Facility of $245.9 million will amortize over 10 equal quarterly installments of $6.0 million, with a finalballoon amount of $185.3 million payable concurrently with the last installment in June 2025. Revolving loanfacility of $50.3 million also matures in June 2025.GasLog Chelsea $96.8M FacilityLender(s)National Bank of Greece S.A.Subsidiary Party (Collateral Ship)GAS-fifteen Ltd. (Alexandroupoli)Outstanding Principal Amount$79.8 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2023Payment of Principals Installments Schedule1 quarterly installment of $1.9 million, with a final balloon amount of $77.9 million repaid in February 2023 (uponvessel entering the shipyard for conversion)GasLog Hong Kong SLBLender(s)Sea 190 LeasingSubsidiary Party (Collateral Ship)GAS-twenty five Ltd. (GasLog Hong Kong)Outstanding Principal Amount$142.0 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2032Payment of Principals Installments Schedule12 equal quarterly installments of $2.7 million, 27 equal quarterly installments of $1.4 million beginning in January2026, with a final balloon amount $71.4 million concurrently with the last installment in October 2032.GasLog Houston SLBLender(s)Hai Kuo ShippingSubsidiary Party (Collateral Ship)GAS-twenty four Ltd. (GasLog Houston)Outstanding Principal Amount$151.4 millionAvailable Undrawn AmountN/AInterest RateLIBOR + applicable marginMaturity2032Payment of Principals Installments Schedule24 quarterly installments of $2.1 million each and a final balloon payment of $101.6 million payable concurrentlywith the last quarterly installment in January 2029GasLog 4xNB SLB FacilityLender(s)CMBFLSubsidiary Party (Collateral Ship)GAS-thirty eight Ltd., GAS-thirty nine Ltd., GAS-forty Ltd. GAS-forty one Ltd.Outstanding Principal Amount$62.0 millionAvailable Undrawn Amount$700.6 millionInterest RateSOFR + applicable marginMaturity2034 and 2035(2)Table of Contents74Payment of Principals Installments ScheduleNo installments prior to delivery.GAS-thirty eight Ltd.: 40 consecutive quarterly installments of $0.32 million each and a final balloon payment of$12.8 million payable concurrently with the last quarterly installment in July 2034.GAS-thirty nine Ltd.: 40 consecutive quarterly installments of $0.32 million each and a final balloon payment of$13.1 million payable concurrently with the last quarterly installment in September 2034.GAS-forty Ltd.: 40 consecutive quarterly installments of $0.06 million each and a final balloon payment of $2.6million payable concurrently with the last quarterly installment in August 2035.GAS-forty one Ltd.: 40 consecutive quarterly installments of $0.06 million each and a final balloon payment of $2.6million payable concurrently with the last quarterly installment in October 2035.(1)Maturity dates are scheduled 12 years from the drawdown date of each individual vessel loan based on the vessel’s actual delivery date.(2)Maturity dates are scheduled ten years from the drawdown date of each individual vessel loan based on the vessel’s actual or scheduled delivery date.SecurityOur credit facilities are secured as follows:●first priority mortgages over the ships owned by the respective borrowers except in the case of the sale and leasebacktransactions;●guarantees from us and our subsidiary GasLog Carriers in the case of the GasLog Warsaw Facility, the 7xNB Facility, theGasLog $576.9M Facility and the GasLog Chelsea $96.8M Facility; charter guarantees from us in relation to the GasLog HongKong SLB, the GasLog Houston SLB and the 4xNB SLB Facility; in the case of the 2019 GasLog Partners Facility, the GasLogPartners $260.3M Facility and the GasLog Partners $193.7M Facility guarantees from GasLog Partners and GasLog PartnersHoldings LLC; in the case of the October 2015 Facility, guarantees from us and GasLog Carriers for an amount up to the value ofthe commitments of the vessels owned by GasLog Carriers and guarantees from the Partnership and GasLog Partners HoldingsLLC for an amount up to the value of the commitments of the vessels owned by GasLog Partners Holdings LLC;●for certain of our facilities, a pledge or a negative pledge of the share capital of the respective borrower; and●for certain of our facilities, a first assignment of all earnings and insurances related to the ship owned by the respective borrower.Our business is not subject to seasonal borrowing requirements.Covenants and Events of DefaultGeneralOur credit facilities impose certain operating and financial restrictions on us. These restrictions generally limit our subsidiaries’ abilityto, among other things:●incur additional indebtedness, create liens or provide guarantees;●provide any form of credit or financial assistance to, or enter into any non-arms’ length transactions with, us or any of ouraffiliates;●sell or otherwise dispose of assets, including our ships;●engage in merger transactions;●terminate any charter;●amend our shipbuilding contracts;Table of Contents75●change the manager of our ships;●undergo a change in ownership; or●acquire assets, make investments or enter into any joint venture arrangements outside of the ordinary course of business.Our credit facilities (with the exception of the 2019 GasLog Partners Facility; GasLog Partners $260.3M Facility; the GasLogPartners $193.7M Facility and for the debt of the vessels owned by GasLog Partners under the October 2015 Facility) also imposespecified financial covenants that apply to us and our subsidiaries on a consolidated basis. These financial covenants include thefollowing:●our net working capital (excluding the current portion of long-term debt) must be not less than $0;●our total indebtedness divided by our total assets must not exceed 75.0%;●the aggregate amount of cash and cash equivalents and short-term investments must be at least $75.0 million;●the ratio of EBITDA over our debt service obligations (including interest and debt repayments) on a trailing twelve months’ basismust be not less than 110.0%. The ratio shall be regarded as having been complied with even if the ratio falls below thestipulated 110.0% when cash and cash equivalent and short-term investments are at least $110.0 million;●being permitted to pay dividends subject to no event of default having occurred or occurring as a consequence of the payment ofsuch dividends; and●our market value adjusted net worth must at all times be not less than $350.0 million.In the case where the Partnership is a guarantor to our Credit Facilities, such facilities also impose specified financial covenants thatapply to the Partnership and its subsidiaries on a consolidated basis. These financial covenants include the following:●the aggregate amount of cash and cash equivalents, short-term investments and available undrawn facilities with remainingmaturities of at least six months (excluding loans from affiliates) must be at least $45.0 million;●total indebtedness divided by total assets must be less than 65.0%; and●the Partnership is permitted to declare or pay any distributions, subject to no event of default having occurred or occurring as aconsequence of the payment of such distributions.Our credit facilities also impose certain restrictions relating to us and our other subsidiaries, including restrictions that limit our abilityto make any substantial change in the nature of our business or to engage in transactions that would constitute a change of control, asdefined in the relevant credit facility, without repaying all of our indebtedness in full, or to allow our largest shareholders to reduce theirshareholding in us below specified thresholds.Certain of our credit facilities also contain vessel employment conditions, pursuant to which we could be required in the event of acharter termination or in certain other circumstances to deposit cash in an account held with the applicable lender until we have obtained anew time charter on terms acceptable to such lender, or under certain of our credit facilities repay the outstanding loan amount.Table of Contents76Our credit facilities contain customary events of default, including non-payment of principal or interest, breach of covenants ormaterial inaccuracy of representations, default under other material indebtedness and bankruptcy. In addition, our credit facilities containcovenants requiring us and certain of our subsidiaries to maintain the aggregate of (i) the market value, on a charter exclusive basis, of themortgaged vessel or vessels and (ii) the market value of any additional security provided to the lenders, at a total value not less than120.0% of the then outstanding amount under the applicable facility (in the case of each individual vessel in the October 2015 Facility and7xNB Facility, 115.0% for the first two years after each drawdown and 120.0% at any time thereafter, 100% in the case of the GasLogHong Kong SLB, 100% until December 31st 2022 inclusive and 110% at any time thereafter in the case of the GasLog Houston SLB andin the case of the GasLog Partners $193.7M Facility, 130.0%). If we fail to comply with these covenants and are not able to obtaincovenant waivers or modifications, our lenders could require us to make prepayments or provide additional collateral sufficient to bring usinto compliance with such covenants, and if we fail to do so our lenders could accelerate our indebtedness.Compliance with the financial covenants is required on a semi-annual basis and we were in compliance with the respective financialcovenants as of December 31, 2022.October 2015 FacilityOn October 16, 2015, GAS-eleven Ltd., GAS-twelve Ltd., GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-twenty two Ltd., GAS-twentythree Ltd., GAS-twenty four Ltd. and GAS-twenty five Ltd. entered into a debt financing agreement with 14 international banks for $1.3billion to partially finance the delivery of the eight newbuildings expected to be delivered in 2016, 2018 and 2019. The financing is backedby KEXIM and K-Sure, who are either directly lending or providing cover for over 60% of the facility.The loan agreement provides for four tranches of $412.5 million, $201.1 million, $206.1 million and $491.7 million. The facility isalso sub-divided into eight loans, one loan per newbuilding vessel, to be provided for each of the vessels on a pro rata basis under each ofthe four tranches. Each drawing under the first three tranches shall be repaid in 24 consecutive semi-annual equal installmentscommencing six months after the actual delivery of the relevant vessel according to a 12-year profile. Each drawing under the fourthtranche shall be repaid in 20 consecutive semi-annual equal installments commencing six months after the actual delivery of the relevantvessel according to a 20-year profile, with a balloon payment together with the final installment. On March 22, 2016 and June 24, 2016,$163.0 million was drawn down on each date with respect to the deliveries of the GasLog Greece and the GasLog Glasgow, onSeptember 26, 2016 and October 25, 2016, $160.7 million was drawn down on each date with respect to the deliveries of the GasLogGeneva and the GasLog Gibraltar, on January 2, 2018 and March 14, 2018, $166.2 million was drawn on each date with respect to thedeliveries of the GasLog Houston and the GasLog Hong Kong, while on March 23, 2018 and March 11, 2019, $165.8 million was drawndown on each date with respect to the deliveries of the GasLog Genoa and the GasLog Gladstone. Amounts drawn bear interest at LIBORplus a margin.On October 21, 2020, the outstanding indebtedness of GAS-twenty five Ltd., in the amount of $136.8 million was prepaid pursuant tothe GasLog Hong Kong SLB.On January 22, 2021, the outstanding indebtedness of GAS-twenty four Ltd., in the amount of $130.9 million was prepaid pursuant tothe GasLog Houston SLB.The October 2015 Facility is subject to our and the Partnership’s financial covenants and to our customary restrictions and events ofdefault.2019 GasLog Partners FacilityOn February 20, 2019, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GasLog Partners andGasLog Partners Holdings LLC entered into the 2019 GasLog Partners Facility with Credit Suisse AG, Nordea and Iyo Bank, Ltd.Singapore Branch, each an original lender and Nordea acting as security agent and trustee for and on behalf of the other finance partiesmentioned above for the purpose of refinancing in full the existing Partnership Facility. Subsequently, on the same date, the DevelopmentBank of Japan, Inc. entered the facility as lender via transfer certificate. The vessels originally covered by the 2019 GasLog PartnersFacility are the GasLog Shanghai, the GasLog Santiago, the GasLog Sydney, the Methane Rita Andrea and the Methane Jane Elizabeth.Table of Contents77The agreement provides for an amortizing revolving credit facility which can be repaid and redrawn at any time, subject to theoutstanding amount immediately after any drawdown not exceeding (i) 75% of the aggregate of the market values of all vessels under theagreement, or (ii) the total facility amount. The total facility amount reduces in 20 equal quarterly amounts of $7.4 million, with a finalballoon amount of $302.9 million reducing concurrently with the last quarterly reduction in February 2024. The credit facility bearsinterest at LIBOR plus a margin. On March 6, 2019, the Partnership drew down $360.0 million under the 2019 GasLog Partners Facilityand an additional $75.0 million on April 1, 2019.On October 26, 2021 GAS-three Ltd., was released from its liabilities under the 2019 GasLog Partners Facility following the sale andleaseback of the GasLog Shanghai to CDBL and the prepayment of $97.1 million.The 2019 GasLog Partners Facility is subject to the Partnership’s financial covenants and to our customary restrictions and events ofdefault.GasLog Warsaw FacilityOn June 25, 2019, GasLog Hellas-1 Special Maritime Enterprise entered into the GasLog Warsaw Facility, a loan agreement withABN AMRO BANK N.V. and Oversea-Chinese Banking Corporation Limited, for the financing of the GasLog Warsaw, which wasdelivered on July 31, 2019. The agreement provides for a single tranche of $129.5 million that was drawn on July 25, 2019 and isrepayable in 28 equal quarterly installments of $1.6 million each and a final balloon payment of $84.2 million payable concurrently withthe last quarterly installment in June 2026. The loan bears interest at LIBOR plus a margin.The GasLog Warsaw Facility is subject to our financial covenants and to our customary restrictions and events of default.7xNB FacilityOn December 12, 2019, GAS-twenty eight Ltd., GAS-thirty Ltd., GAS-thirty one Ltd., GAS-thirty two Ltd., GAS-thirty three Ltd.,GAS-thirty four Ltd. and GAS-thirty five Ltd. entered into a loan agreement with 13 international banks, with Citibank N.A. LondonBranch and DNB Bank ASA, London Branch acting as agents on behalf of the other finance parties. The financing is backed by KEXIMand K-Sure, who are either directly lending or providing cover for over 60% of the facility. The agreement of up to $1,052.8 millionpartially finances the delivery of seven newbuilds scheduled to be delivered in 2020 and 2021. The loan agreement provides for fourtranches of $176.5 million, $174.8 million, $356.7 million and $344.8 million. The facility is also sub-divided into seven loans, one loanper newbuilding vessel, to be provided for each of the vessels on a pro rata basis under each of the four tranches. Each drawing under thefirst and the third tranche is repaid in 24 consecutive semi-annual equal installments commencing six months after the actual delivery ofthe relevant vessel according to a 12-year profile. Each drawing under the second tranche is repaid in 14 consecutive semi-annual equalinstallments commencing six months after the actual delivery of the relevant vessel according to an average 7-year profile. Each drawingunder the fourth tranche is repaid in a single bullet seven years after the actual delivery of the relevant vessel. The facility bears interest atLIBOR plus a margin. On March 26, 2020, on May 7, 2020, on July 9, 2020, on November 12, 2020 and on December 29, 2020, $152.5million, $149.4 million, $149.2 million, $147.8 million and $147.8 million was drawn down with respect with the deliveries of the GasLogWindsor, the GasLog Wales, the GasLog Westminster, the GasLog Georgetown and the GasLog Galveston, respectively and on June 11,2021 and on August 20, 2021, $152.9 million and $152.9 million, was drawn down with respect to the deliveries of the GasLog Wellingtonand the GasLog Winchester, respectively.The 7xNB Facility is subject to our financial covenants and to our customary restrictions and events of default.GasLog Partners $260.3M FacilityOn July 16, 2020, GasLog Partners entered into a credit agreement of $260.3 million with BNP Paribas, Credit Suisse AG and AlphaBank S.A., each an original lender, with BNP Paribas acting as security agent and trustee for and on behalf of the other finance partiesmentioned above. The purpose of the facility was the refinancing of the outstanding indebtedness of GAS-twenty Ltd., GAS-seven Ltd.and GAS-eight Ltd. including the payment of loan fees under this facility. The vessels covered by the 2020 GasLog Partners $260.3MFacility are the Methane Shirley Elisabeth, the GasLog Seattle and the Solaris.Table of Contents78The relevant amount of $260.3 million was drawn on July 21, 2020, out of which $258.5 million was used to refinance theoutstanding indebtedness of GAS-twenty Ltd., GAS-seven Ltd. and GAS-eight Ltd. The facility amortizes over ten equal semi-annualinstallments of $8.6 million beginning in January 2021, with a final balloon amount of $174.4 million payable concurrently with the lastinstallment in July 2025. The credit facility bears interest at LIBOR plus a margin.On October 15, 2020, the Development Bank of Japan Inc. (“DBJ”) acceded as a new lender in the facility via transfer certificate.BNP Paribas and Credit Suisse each transferred $25.0 million of their commitment to DBJ following the consent of the Borrowers. AlphaBank S.A. retained the participation amount it was allocated as an original lender.On September 14, 2022, GAS-twenty Ltd., was released from its liabilities following the sale of the Methane Shirley Elisabeth andthe prepayment of $32.2 million.The GasLog Partners $260.3M Facility is subject to GasLog Partners’ financial covenants and customary restrictions and events ofdefault.GasLog Partners $193.7M FacilityOn July 16, 2020, GasLog Partners entered into a credit agreement of $193.7 million with DNB Bank ASA, London Branch, and INGBank N.V., London Branch, each an original lender, with DNB Bank ASA, London Branch acting as security agent and trustee for and onbehalf of the other finance party mentioned above. The purpose of the facility was the refinancing of the outstanding indebtedness ofGAS-nineteen Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. and for general corporate purposes. The vessels covered by theGasLog Partners $193.7M Facility were Methane Alison Victoria, the Methane Heather Sally and the Methane Becki Anne.The relevant amount of $193.7 million was drawn down on July 21, 2020, out of which $174.9 million was used to refinance theoutstanding indebtedness of GAS-nineteen Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. The facility amortizes over ten equalsemi-annual installments of $8.6 million beginning in January 2021, with a final balloon amount of $107.7 million payable concurrentlywith the last installment in July 2025.In July 2022, pursuant to a “margin reset clause” included in the credit agreement for the GasLog Partners $193.7M Facility, whichrequired the lenders and GAS-nineteen Ltd., GAS-twenty one Ltd., and GAS-twenty seven Ltd. to renegotiate the facility’s margin, it wasagreed that the margin would remain unchanged and the facility would transition from the six-month LIBOR to the three-month CMETerm SOFR Reference Rate as administered by CBA, effective July 21, 2022.On October 31, 2022 GAS-twenty one Ltd., was released from its liabilities following the sale and leaseback of the Methane HeatherSally to an unrelated party and the prepayment of $32.9 million.The GasLog Partners $193.7M Facility is subject to GasLog Partners’ financial covenants and customary restrictions and events ofdefault.GasLog $576.9M FacilityOn July 16, 2020, GasLog entered into the GasLog $576.9M Facility with ABN AMRO Bank N.V., Citigroup Global MarketsLimited and Nordea acted as global coordinators and bookrunners, while HSBC Bank plc acted as mandated lead arrangers; CreditAgricole Corporate and Investment Bank acted as lead arranger and Unicredit Bank AG and National Bank of Australia Limited acted asarrangers, each of those being an original lender. ABN AMRO Bank N.V. was appointed by the other finance parties in this syndicate assecurity agent and trustee. The purpose of the facility was to refinance the outstanding indebtedness of GAS-one Ltd., GAS-two Ltd.,GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd., and GAS-eighteen Ltd., the respective entities owning the GasLog Savannah, the GasLogSingapore, the GasLog Skagen, the GasLog Saratoga, the GasLog Salem and the Methane Lydon Volney.Table of Contents79An amount of $576.9 million was drawn on July 21, 2020, out of which $557.0 million was used to refinance the outstandingindebtedness of GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd., and GAS-eighteen Ltd. The agreementprovided for a Term Loan Facility of $494.5 million which would be amortized over 18 equal quarterly installments of $9.3 millionbeginning in April 2021, (following an initial repayment in January 2021 of $18.7 million) with a final balloon amount of $307.5 millionpayable concurrently with the last installment in June 2025, and a Revolving Loan Facility of $82.4 million which matures in June 2025.On October 14, 2021, GAS-ten Ltd., was released from its liabilities following the sale and leaseback of the GasLog Salem to CDBLand the prepayment of $103.2 million.On March 28, 2022, GAS-six Ltd., was released from its liabilities following the sale and leaseback of the GasLog Skagen to CDBLand the prepayment of $102.0 million.In October 2022, the Methane Lydon Volney changed from the flag of Bermuda to the flag of Greece, was renamed to GasLog Athensand was sold from GAS-eighteen Ltd. to the subsidiary GasLog Hellas-2 Special Maritime Enterprise. In addition, a supplementalagreement was entered into, which among other things, provided for the addition of GasLog Hellas-2 Special Maritime Enterprise as anew borrower, the change of flag and name of the Methane Lydon Volney and the transition of the rate of interest on the facility to a risk-free rate. It was agreed that the margin remain unchanged, and the facility transitioned from the LIBOR to the daily non-cumulativecompounded SOFR rate as administered by Federal Reserve Bank of New York, effective October 6, 2022.The GasLog $576.9M Facility is subject to our financial covenants and to our customary restrictions and events of default.GasLog Chelsea $96.8M FacilityOn July 30, 2020, GasLog entered into a credit agreement with NBG (acting as the sole original lender) for the refinancing of GAS-fifteen Ltd., the entity owning the Alexandroupoli (the “GasLog Chelsea $96.8M Facility”). The facility comprises of $96.8 million whichwas drawn on July 31, 2020, out of which $92.2 million was used to refinance the outstanding indebtedness of the Alexandroupoli. Thefacility amortizes over 19 equal quarterly installments of $1.9 million beginning in October 2020, with a final balloon amount of $59.0million payable concurrently with the last installment in July 2025. The credit facility bears interest at LIBOR plus a margin.The GasLog Chelsea $96.8M Facility is subject to our financial covenants and to our customary restrictions and events of default.On February 7, 2023, the debt was prepaid when the vessel entered the shipyard for conversion using the proceeds of $92.8 millionreceived from Gastrade in connection with the sale of the vessel.GasLog Hong Kong SLBOn October 21, 2020, GasLog’s subsidiary GAS-twenty five Ltd., entered into a sale and leaseback transaction with Sea 190 Leasingin order to refinance the outstanding indebtedness of the GasLog Hong Kong. The transaction comprises of $163.4 million which wasraised on October 21, 2020, out of which $136.8 million was used to refinance the outstanding indebtedness of the GasLog Hong Kong.GAS-twenty five Ltd., has chartered back the vessel on a bareboat basis for up to twelve years and has re-purchase options on pre-agreedterms no earlier than the end of year one and no later than the end of year twelve of the bareboat charter. The facility amortizes over 20equal quarterly installments of $2.7 million beginning in January 2021, 27 equal quarterly installments of $1.4 million beginning inJanuary 2026, with a final balloon amount of $71.4 million payable concurrently with the last installment in October 2032.The bareboat charter is subject to our financial covenants and to our customary restrictions and events of default.Table of Contents80GasLog Houston SLBOn January 22, 2021, GasLog’s subsidiary, GAS-twenty four Ltd., entered into a sale and leaseback transaction with Hai KuoShipping in order to refinance the outstanding indebtedness of the GasLog Houston. The transaction comprises of $166.0 million whichwas raised on January 22, 2021, out of which $130.9 million was used to refinance the outstanding indebtedness of the GasLog Houston.GAS-twenty four Ltd. has chartered back the vessel on a bareboat basis for up to eight years and has obligation to re-purchase the vesselsat the end of the bareboat charter. GAS-twenty four Ltd. has also re-purchase options on pre-agreed terms no earlier than the first interestperiod and no later than the end of year eight of the bareboat charter. The facility amortizes over 31 equal quarterly installments of $2.1million beginning in April 2021, with a final balloon amount of $101.6 million payable concurrently with the last installment in January2029.The bareboat charter is subject to our financial covenants and to our customary restrictions and events of default.GasLog 4xNB SLB FacilityOn July 6, 2022, GAS-thirty eight Ltd., GAS-thirty nine Ltd., GAS-forty Ltd. GAS-forty one Ltd (each a “Seller/Charterer”) enteredinto sale and leaseback transactions with each of Sea 311 Leasing Co. Limited, Sea 312 Leasing Co. Limited, Sea 313 Leasing Co.Limited and Sea 314 Leasing Co. Limited (each a/an “Buyer/Owner”). The agreements of up to an aggregate of $762.6 million of sale andleaseback facilities partially finance the delivery of four newbuilds scheduled to be delivered in 2024 and 2025. During the construction ofthe vessels, the Buyers/Owners will provide an amount equal to 32.5% of the contract price per vessel to partially finance the pre-deliveryinstallments payable by the Sellers/Charterers pursuant to the relevant shipbuilding contract. Drawing of the respective amounts requiresno amortization or repayment during vessel construction and the facility bears interest at SOFR plus a margin. Upon delivery of thevessels, the Buyers/Owners will provide an amount that finances up to 92.5% of the shipbuilding contract or the fair market value of eachvessel on delivery. Post-delivery the facility bears interest at SOFR plus a margin and amortizes based on a 20-year profile from deliveryover a 10-year period.The GasLog 4xNB SLB Facility is subject to our financial covenants and to our customary restrictions and events of default.BondsOn November 27, 2019, GasLog completed the issuance of NOK 900 million (equivalent to $98.6 million) of NOK 2024 Bonds in theNorwegian bond market. The NOK 2024 Bonds will mature in November 2024 and bear interest at Norwegian Interbank Offered Rate(“NIBOR”) plus margin. Interest payments shall be made in arrears on a quarterly basis. We may redeem the aforementioned bond inwhole or in part as from May 2024 at 101% of par plus accrued interests on the redeemed amount.Under the terms of the NOK 2024 Bonds we are required to comply with the financial covenants listed below:●net working capital (excluding the current portion of long-term debt) must not be less than $0;●total indebtedness divided by total assets must not exceed 75.0%;●the aggregate amount of cash and cash equivalents and short-term investments must be at least $75.0 million;●the ratio of EBITDA over our debt service obligations (including interest and debt repayments) on a trailing twelve months’ basismust be not less than 110.0%. The ratio shall be regarded as having been complied with even if the ratio falls below thestipulated 110.0% when cash and cash equivalents and short-term investments are at least $110.0 million; and●the Group’s market value adjusted net worth must at all times be not less than $350.0 million.In addition, the terms of the NOK 2024 Bonds include a dividend restriction according to which we may not make Distributions thatin aggregate exceed during any calendar year $1.10/share. Notwithstanding the foregoing, GasLog may make any amount of Distributions,so long as the Group’s cash and cash equivalents and short-term investments exceed $150.0 million, provided that GasLog candemonstrate, by delivering a compliance certificate to the bond trustee, that no event of default is continuing or would result from suchDistributions.Table of Contents81Compliance with covenants under the NOK 2024 Bonds is required at all times and we were in compliance with the respectivefinancial covenants as of December 31, 2022.On September 24, 2021, GasLog entered into the Note Purchase Agreement with the Purchasers and Wilmington Trust (London)Limited, as administrative agent, for an amount of up to $325.0 million of the 2029 Notes. The Note Purchase Agreement allows for theissuance of additional notes in an amount up to $100.0 million for the purpose of refinancing existing obligations or pursuing new growthopportunities.On March 21, 2022, GasLog proceeded with the issuance of $315.0 million of the 2029 Notes in connection with the Note PurchaseAgreement and completed the refinancing of the Company’s 8.875% Senior Notes.The 2029 Notes were issued at 99.25% of face value and bear a fixed interest rate of 7.75%. The Purchasers received an upfront fee of0.75% on signing and shall receive a ticking fee of 1.5% from signing until drawing. Under certain conditions, the Company may elect topay interest in kind up to three times, with the interest rate increasing to 9.75% for the applicable quarter.The 2029 Notes can be redeemed in whole or in part at any time subject to a pre-determined premium until year 4 and at parthereafter. If the Company’s historical or projected EBITDA to debt service ratio falls below a certain threshold during years 6 and 7, apercentage of the Company’s excess cash flow will be applied towards prepayment of the 2029 Notes. The Note Purchase Agreementrequires that the Company comply with financial covenants that are identical to GasLog’s financial covenants as described in Note 13 ofour audited consolidated financial statements included elsewhere in this annual report. Upon funding, the Purchasers will obtain a chargeon the shares of GasLog Carriers Ltd (“GLC”) held by the Company and a pledge on a designated bank account of GLC.In addition, the Note Purchase Agreement includes restrictions on distributions consistent with the Company’s NOK denominatedbond, according to which the Company may not make distributions that in aggregate exceed $1.10/share during any calendar year.Notwithstanding the foregoing, GasLog may make any amounts of distributions so long as the Company’s cash and cash equivalents (on aconsolidated basis) exceed $150.0 million. Finally, the Note Purchase Agreement also contains certain restrictions on indebtedness, liens,guarantees, asset sales and distributions, among others. Among other exceptions, new indebtedness is permitted when the Company meetspre-determined thresholds on a pro-forma basis for its “Charter Coverage Ratio” (the ratio of the present value of qualified contractedrevenues to the aggregate indebtedness of the Company on any date).In February 2023, the transition documentation to transition the 2019 GasLog Partners Facility to a SOFR rate was signed. We are indiscussions with the agents and lenders to transition the October 2015 Facility, the 7xNB Facility, the GasLog Warsaw Facility and theGasLog Partners $260.3M Facility to a SOFR rate, and we currently expect to enter into definitive documentation to transition each inMarch 2023. Transition of each of the GasLog Hong Kong SLB and the GasLog Houston SLB and the interest rate swaps to a SOFR rateis currently expected to follow by April 2023.Quantitative and Qualitative Disclosures About Market RiskFor information about our exposure to market risks, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.Capital ExpendituresWe make capital expenditures from time to time in connection with the expansion, operation and maintenance of our owned fleet. In2010 we took delivery of two LNG carriers, in 2013 we took delivery of six LNG carriers and acquired a secondhand vessel, in 2014 wetook delivery of two LNG carriers and acquired six secondhand vessels, in 2015 we acquired two secondhand vessels and took delivery ofone LNG carrier, in 2016 we took delivery of four LNG carriers, in 2018 we took delivery of three LNG carriers, in 2019 we took deliveryof two LNG carriers, in 2020 we took delivery of four LNG carriers and in 2021 we took delivery of three LNG carriers. During the yearsended December 31, 2022, 2021 and 2020, we funded $0.2 billion, $0.5 billion and $0.7 billion, respectively, of acquisition, constructionand delivery costs, including installment payments on newbuildings, with funds borrowed under credit facilities, bonds and sale andleaseback transactions, capital contributions from our pre-IPO shareholders, proceeds from our IPO and the GasLog Partners’ IPO,proceeds from follow-on equity offerings and private placements and proceeds from the sale of vessels to GasLog Partners.Table of Contents82As of December 31, 2022, our commitments for capital expenditures related primarily to four contracted LNG carriers on order wereapproximately $700.6 million. Amounts are payable under each shipbuilding contract in installments upon the attainment of certainspecified milestones in each ship’s construction, with the largest portion of the purchase price for each ship coming due upon its delivery.These commitments will be funded from borrowings under the 4xNB SLB Facility, available cash and cash from operations.To the extent that we are unable to fund the amounts committed from our cash available, we will need to find alternative financing. Ifwe are unable to find alternative financing, we will not be capable of funding all of our commitments for capital expenditures relating toour contracted newbuildings and secondhand vessels, which could adversely impact our ability to pay dividends to our shareholders andmaterially adversely affect our results of operations and financial condition.C. Research and Development, Patents and Licenses, etc.From time to time we incur expenditures relating to inspections for acquiring new vessels. Such expenditures are insignificant and areexpensed as they are incurred.D. Trend InformationSee “Item 5. Operating and Financial Review and Prospects—Overview—Industry Overview and Trends”.E. Critical Accounting EstimatesThe preparation of financial statements in conformity with IFRS requires us to make estimates and assumptions that affect thereported amounts of assets and liabilities, revenues and expenses recognized in the consolidated financial statements. GasLog’smanagement evaluates whether estimates should be made on an ongoing basis, utilizing historical experience, consultation with expertsand other methods management considers reasonable in the particular circumstances. However, uncertainty about these assumptions andestimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liabilities in the future.Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different resultsunder different assumptions and conditions. For a description of our critical accounting judgments and key sources of estimationuncertainty in applying our accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this annualreport.Impairment of VesselsWe evaluate the carrying amounts of our vessels to determine whether there is any indication that they have suffered an impairmentloss by considering both internal and external sources of information. If any such indication exists, their recoverable amounts areestimated in order to determine the extent of the impairment loss, if any.Recoverable amount is the higher of fair value less costs to sell and value in use. Our estimates of recoverable value assume that thevessels are all in seaworthy condition without need for repair and certified in class without notations of any kind.In assessing the fair value less cost to sell of the vessel, the Group obtains charter-free market values for its vessels from independentand internationally recognized ship brokers on a semi-annual basis, which are also commonly used and accepted by the Group’s lendersfor determining compliance with the relevant covenants in the Group’s credit facilities. Vessel values can be highly volatile, so the charter-free market values may not be indicative of the future market value of the Group’s vessels, or prices that could be achieved if it were tosell them.In February 2022, the Group entered into an agreement for the sale of the Alexandroupoli, a TFDE LNG carrier built in 2010 toGastrade for $265.1 million, payable in installments, following its conversion to an FSRU expected to be completed by the fourth quarterof 2023. Following the signing of this agreement, as of March 31, 2022, the vessel was remeasured at the lower of its carrying amount andits recoverable amount (value in use) and a non-cash impairment loss of $19.4 million was recorded.In March 2022, the Group completed the sale and leaseback of the GasLog Skagen, a TFDE LNG carrier, with a wholly ownedsubsidiary of CDBL. The vessel was remeasured at the lower between its carrying amount and its fair value less costs to sell and a non-cash impairment loss of $9.5 million was recorded as of March 31, 2022.Table of Contents83As of June 30, 2022, the Group had entered into an agreement to sell the Steam vessel Methane Shirley Elisabeth and was activelypursuing to enter into an agreement for the sale and leaseback of another Steam vessel, the Methane Heather Sally, with both transactionscompleted by the end of 2022. As of June 30, 2022, the two Steam vessels were reclassified as “Vessels held for sale” and wereremeasured at the lower of their carrying amounts and fair values less costs to sell as of the same date, resulting in the recognition of anaggregate impairment loss of $28.0 million.As of December 31, 2022, a number of negative indicators such as the continuous decline of the charter-free market values of thePartnership’s Steam vessels, as estimated by ship brokers, driven by reduced market expectations of the long-term rates at which thePartnership could expect to secure term employment for the remaining economic lives of the Steam vessels, combined with potential costsof compliance with environmental regulations applicable from 2023 onwards, continued to influence management’s strategic decisions andprompted the Group to conclude that events and circumstances triggered the existence of potential impairment of Steam vessels, with noimpairment indicators identified with respect to the remaining owned and bareboat fleet.The Group performed an impairment assessment for the Steam vessels by calculating each vessel’s value in use applying the“expected cash flow” approach, i.e. using all expectations about possible cash flows instead of the single most likely cash flow(“traditional approach”). The expected cash flow approach was considered more appropriate in light of the increasing uncertaintypertaining to the business outlook for our Steam vessels. As of December 31, 2022, the Group’s management established its expectationsfor recovering each Steam vessel’s carrying amount in the form of two alternative scenarios: (a) continued operation of the vessel until theend of its useful economic life or (b) sale (at fair value less costs to sell) post expiry of its charter party agreement currently in effect.Appropriate probabilities were determined and assigned to each probable outcome, taking into account management’s established strategicgoals and tactical objectives with respect to vessels’ operation and residual value risk management. In both scenarios, estimated futurecash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of moneyand the risks specific to the asset for which the estimates of future cash flows have not been adjusted. The projection of cash flows relatedto vessels is complex and requires management to make various estimates. The assumptions that the Group used in its discountedprojected net operating cash flow analysis included, among others, utilization, operating revenues, voyage expenses and commissions, dry-docking costs, operating expenses (including vessel management costs), residual values, fair values less costs to sell and the discount rate.The key assumptions, being those to which the outcome of the impairment assessment is most sensitive, are the estimates of long-termcharter rates for non-contracted revenue days and the discount rate.Revenue assumptions were based on contracted time charter rates up to the end of the current contract for each vessel, as well as theestimated average time charter rates for the remaining life of the vessel after the completion of its current contract. The revenueassumptions exclude days of scheduled off-hire based on the fleet’s historical performance and internal forecasts. The estimated daily timecharter rates used for non-contracted revenue days after the completion of the current time charter are based on a combination of (i) recentcharter market rates, (ii) conditions existing in the LNG market as of December 31, 2022, (iii) historical average time charter rates, basedon publications by independent third party maritime research services (“maritime research publications”), (iv) estimated future timecharter rates, based on maritime research publications that provide such forecasts and (v) management’s internal assessment of long-termcharter rates achievable by each class of vessel.Recognizing that the LNG industry is cyclical and subject to significant volatility based on factors beyond our control, managementbelieves that the use of the revenue estimates discussed above to be reasonable as of the reporting date. We have assumed no inflation norany other revenue escalation or growth factors in determining forecasted time charter rates beyond the contracted charter period throughthe end of a vessel’s useful life, consistent with long-run historical evidence and industry expectations.We used an annual operating expenses escalation factor equal to 1% based on its historical data and experience, as well asexpectations of future inflation on operating and dry-docking costs. Estimates for the remaining useful lives of the current fleet andresidual and scrap values are the same as those used for our depreciation policy. All estimates used and assumptions made were inaccordance with our internal budgets and historical experience of the shipping industry, taking into account the effect of observableinflationary pressures as of December 31, 2022.In our impairment assessment as of December 31, 2022, the rate used to discount future estimated cash flows to their present valueswas 8.4% (7.5% as of December 31, 2021). This was based on an estimated weighted average cost of capital calculated using cost ofequity and cost of debt components, adjusted also for vessel-specific risks and uncertainties, as applicable to each probable outcome.Table of Contents84The recoverable amounts (values in use) for three of the four Steam vessels calculated as per above were lower than the respectivecarrying amounts of those vessels and, consequently, an impairment loss of $11.4 million was recognized as of December 31, 2022.The table below sets forth in U.S. dollars (i) the historical acquisition cost of our vessels and (ii) the carrying value of each of ourvessels as of December 31, 2021 and December 31, 2022, after giving effect to an aggregate impairment charge of $142.7 million recordedagainst the GasLog Salem and our six Steam vessels for the year ended December 31, 2021 and an aggregate impairment charge of $68.3million recorded against the Alexandroupoli, the GasLog Skagen and five Steam vessels for the year ended December 31, 2022.Carrying values(1) (in thousands of U.S. dollars) Cargo capacity Acquisition December 31, December 31, VesselBuilt Date(cbm)cost20212022GasLog Savannah(4) May 2010 155,000$ 229,795$ 162,439$ 155,484GasLog Singapore(4) July 2010 155,000 241,396 175,102 167,683GasLog Shanghai(3) January 2013 155,000 189,233 81,651 64,730GasLog Santiago(6) March 2013 155,000 189,111 153,489 148,302GasLog Sydney(4) May 2013 155,000 195,429 160,777 155,140GasLog Skagen(3) July 2013 155,000 195,338 161,490 71,299Alexandroupoli(2)(5) June 2010 153,600 162,338 128,422 104,326GasLog Seattle(4) December 2013 155,000 201,198 158,048 152,125Methane Rita Andrea(5) April 2006 145,000 156,613 67,697 64,256Methane Jane Elizabeth(5) June 2006 145,000 156,613 70,149 65,408GasLog Athens (ex Methane Lydon Volney)(5) August 2006 145,000 158,298 72,684 64,115Methane Alison Victoria(5) May 2007 145,000 156,610 71,587 64,992Methane Shirley Elisabeth(3) March 2007 145,000 156,599 69,069 —Methane Heather Sally(3) June 2007 145,000 156,599 75,964 28,428Solaris(6) June 2014 155,000 201,849 161,331 156,629GasLog Saratoga(4) December 2014 155,000 204,146 167,836 161,776Methane Julia Louise(4) April 2010 170,000 232,334 189,373 180,895Methane Becki Anne(4) September 2010 170,000 232,334 189,654 181,501GasLog Salem(3) April 2015 155,000 204,573 85,531 67,799GasLog Greece(6) March 2016 174,000 208,971 176,793 170,990GasLog Glasgow(6) June 2016 174,000 208,471 177,588 172,067GasLog Geneva(6) September 2016 174,000 203,867 175,100 169,312GasLog Gibraltar(6) October 2016 174,000 203,738 175,444 169,699GasLog Houston(6) January 2018 174,000 207,784 184,306 181,428GasLog Genoa(6) March 2018 174,000 219,436 196,214 189,983GasLog Hong Kong(6) March 2018 174,000 214,946 191,798 185,968GasLog Gladstone(6) March 2019 174,000 217,609 200,319 194,072GasLog Warsaw(6) July 2019 180,000 189,261 176,186 170,829GasLog Windsor(6) April 2020 180,000 191,096 181,380 175,821GasLog Wales(6) May 2020 180,000 186,216 176,961 171,512GasLog Westminster(6) July 2020 180,000 185,813 178,232 172,798GasLog Georgetown(6) November 2020 174,000 184,815 178,866 173,453GasLog Galveston(6) January 2021 174,000 184,459 179,084 173,689GasLog Wellington(6) June 2021 180,000 191,558 188,485 182,892GasLog Winchester(6) August 2021 180,000 191,791 189,789 184,172Total$ 6,810,237$ 5,328,838$ 4,893,573(1)Our owned and bareboat vessels are stated at carrying values (see Note 6 and Note 7 to our consolidated financial statements included elsewhere in this annual report).An aggregate impairment loss of $142.7 million was recorded for the year ended December 31, 2021. An aggregate impairment loss of $68.3 million was recorded forthe year ended December 31, 2022.Table of Contents85(2)Indicates a vessel which was remeasured at the lower of its carrying amount and its recoverable amount (value in use), resulting in the recognition of an impairmentloss of $19.4 million in the year ended December 31, 2022.(3)Indicates vessels which have been remeasured at the lower of their carrying amounts and fair values less costs to sell pursuant to sale or sale and leaseback agreementswith third parties. In the year ended December 31, 2022, an impairment loss of $9.5 million was recognized with respect to the sale and leaseback of the GasLogSkagen and an aggregate impairment loss of $28.0 million with respect to the sale of the Methane Shirley Elisabeth and the sale and leaseback of the Methane HeatherSally. Each vessel sold and leased-back is recognized as a right-of use asset at an amount equal to the proportion of its previous carrying amount that reflects the right-of-use retained. No impairment indicators were identified with respect to such assets as of December 31, 2022.(4)Indicates our TFDE vessels for which, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value but no impairmentindicators were identified for these vessels as described above. The aggregate carrying value of these vessels exceeds their aggregate basic charter-free market value by$105.1 million as of December 31, 2022.(5)Indicates our Steam vessels for which, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value and impairment indicatorswere identified for these vessels as described above. After the recognition of an impairment loss of $11.4 million with respect to the Methane Jane Elizabeth, theGasLog Athens and the Methane Alison Victoria, the aggregate carrying value of these vessels exceeds their aggregate basic charter-free market value by $24.0 millionas of December 31, 2022.(6)Indicates vessels for which, as of December 31, 2022, the basic charter-free market value is higher than the vessel’s carrying value.As a result of its impairment assessments for the year ended December 31, 2022, the Group recognized an aggregate non-cashimpairment loss of $68.3 million for the Alexandroupoli, the GasLog Skagen and four Steam vessels and determined there was noimpairment (or reversal of impairment) for its remaining owned and bareboat on-the-water fleet, comprising 15 TFDE vessels, 12 X-DFvessels and one Steam vessel.In connection with the impairment testing of our Steam vessels as of December 31, 2022, for the Steam vessel with a recoverableamount higher than its carrying amount, we performed a sensitivity analysis using the most difficult, subjective, or complex assumptionthat has the potential to affect the outcome of the impairment exercise, which is the average re-chartering hire rate used to forecast futurecash flows for non-contracted days. The following table summarizes the average results of the sensitivity analysis that we performed forthe Steam vessel for which no impairment loss was recognized. Average break‑ Average re‑charteringeven re‑charteringVariance Vesselhire rate used(1)hire rate(2)(Amount)Variance (%) Methane Rita Andrea (3)$ 35,179$ 28,955$ 6,224 18%(1)The average re-chartering hire rate used in our impairment testing is the average re-chartering rate based on which we estimated the revenues for the remaining usefullife of the respective vessel after the expiry of its contracted period.(2)The average break-even re-chartering hire rate is the average of the contracted charter rate that, if used in the discounted projected net operating cash flows of theimpairment testing after the expiry of the vessel’s contracted period, would result in discounted total cash flows being equal to the carrying value of the vessel.(3)In the year ended December 31, 2021, an impairment loss of $23.2 million was recognized with respect to this vessel.Table of Contents86ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Senior ManagementThe following table sets forth information regarding our directors and executive officers. The business address of each of ourexecutive officers and directors listed below is 69 Akti Miaouli, 18537 Piraeus, Greece. Our telephone number at that address is +30 210459 1000. The following directors have been determined by our board of directors to be independent under the standards of the NYSE andthe rules and regulations of the SEC: James C. Berner, Anthony S. Papadimitriou, Julian R. Metherell, Eduard Ruijs and Christian A.H.Synetos. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected.Name Age PositionPeter G. Livanos 64 Chairman and DirectorJames C. Berner 53 DirectorJulian R. Metherell 59 DirectorAnthony S. Papadimitriou 67 DirectorEduard Ruijs 50 Former Director (resigned on March 1, 2023)Christian A.H. Synetos 38Director (appointed on March 1, 2023)Paul A. Wogan(1) 60 Former Chief Executive OfficerPaolo Enoizi(1) 50 Chief Executive OfficerAchilleas Tasioulas 47 Chief Financial OfficerKonstantinos Karathanos(2) 49 Chief Operating Officer(1)Mr. Wogan retired as CEO on March 9, 2022 and was retained as a consultant until June 30, 2022. Mr. Enoizi was appointed as CEO effective March 10, 2022.(2)Mr. Karathanos was appointed Chief Operating Officer on February 11, 2022.Certain biographical information about each of these individuals is set forth below.Peter G. Livanos is our Chairman and a member of our board of directors. Mr. Livanos founded our subsidiary GasLog LNGServices in 2001 and was a director of our subsidiary GasLog Partners from the closing of its initial public offering in May 2014 untilJune 2020. He has served as our Chairman since the Company was incorporated in July 2003 and he held the role of chief executiveofficer (“CEO”) from January 2012 until January 2013. Mr. Livanos is the chairman of Ceres Shipping, an international shipping group.He also serves as chairman of several of Ceres Shipping’s subsidiaries, including DryLog Ltd., a company engaged in dry bulk shippinginvestments. In 1989 Mr. Livanos formed Seachem Tankers Ltd., which in 2000 combined with Odfjell ASA (later renamed Odfjell SE).He served on the board of directors of Odfjell SE until 2008. Mr. Livanos was appointed to the board of directors of Euronav NV, anindependent owner and operator of oil tankers in 2005 and served until December 2015. Between April 2009 and July 2014 he wasappointed Vice-Chairman of Euronav NV and from July 2014 to December 2015 he served as its Chairman. Mr. Livanos is a graduate ofColumbia University.James C. Berner was appointed to our Board in June 2021 and is a member of the Blackrock Global Infrastructure Funds team.Within the Fund Mr. Berner is responsible for deal origination, structuring, execution, monitoring, and exit strategy, focusing on the powergeneration, shipping and liquefied natural gas sectors. Prior to joining BlackRock in 2017, Mr. Berner was a Managing Director on theEnergy Infrastructure team at First Reserve. Prior to joining First Reserve in 2011, Mr. Berner was a Managing Director at GeneralElectric Capital Corporation in the Energy Financial Services division focused on energy investing and lending and worked in the USA,UK and Singapore. Mr. Berner holds a B.A. in History and Government from Cornell University, an M.B.A from the Wharton School anda M.A. in International Affairs from School of Advanced International Studies, Johns Hopkins University.Table of Contents87Julian R. Metherell has been a member of our board of directors since October 2011. Mr. Metherell is currently a director of MW&LCapital; he also sits on the board of a number of private companies including Wellsafe, Natural Capital Research and Chairman MentorsInternational. Mr. Metherell was the chief financial officer and a director of Genel Energy plc, a leading independent oil and gasexploration and production company operating in the Kurdistan Region of Iraq. Genel Energy plc is the successor to Vallares Plc, apublicly listed acquisition company which Mr. Metherell co-founded in April 2011. From 1999 to 2011, Mr. Metherell was a partner atThe Goldman Sachs Group, Inc., where he served as chief executive officer of the UK investment banking division. Prior to joiningGoldman Sachs, Mr. Metherell was a director in the European energy group at Dresdner Kleinwort, a London-based investment bank.Mr. Metherell was appointed to the board of directors and audit committee of GasLog Partners in August 2020. Mr. Metherell is a graduateof Manchester University, where he received a B.Sc. degree, and of Cambridge University, where he received an M.B.A.Anthony S. Papadimitriou has been a member of our board of directors since November 2011, when he was designated by theOnassis Foundation to serve as one of our directors. Mr. Papadimitriou is the Founding partner of the law firm A.S. Papadimitriou andPartners, of which he was the Managing Partner from 1990 to 2018. From 1986 until 2005, Mr. Papadimitriou served as legal counsel forOlympic Shipping & Management S.A, an affiliate of the Onassis Foundation, and since 1995 he has been the coordinator of theExecutive Committee of the commercial activities controlled by the Onassis Foundation. In addition, Mr. Papadimitriou has been amember of the board of directors of the Alexander S. Onassis Public Benefit Foundation since 1988, serving as the president of the Boardsince 2005. Mr. Papadimitriou is a graduate of the Athens University Law School and holds a postgraduate degree in maritime andtransport law from the University of Aix-en-Provence, a B.Sc. from the London School of Economics and a Ph.D. from the National andKapodistrian University of Athens. Mr. Papadimitriou was appointed to the Board of GasLog Partners in May 2015 and stepped down onJanuary 31, 2019.Eduard Ruijs was a member of our board of directors from June 2021 until his resignation in March 2023. Mr. Ruijs was a ManagingDirector of the Blackrock Global Infrastructure Funds team leading the London team and was responsible for investment origination,execution and exit strategy, focusing on the energy, digital and transport infrastructure sector in EMEA. From 2011 Mr. Ruijs led theLondon infrastructure investment team at First Reserve, which was acquired by BlackRock in June 2017. Prior to building theinfrastructure franchise at First Reserve, Mr. Ruijs was an Investment Director & Partner with NIBC Infrastructure Partners, a Europefocused infrastructure fund manager. Mr. Ruijs was appointed to the Boards of Aramco Gas Pipelines, Tata Power Renewables, ADNOCOil Pipelines, Kellas Midstream, Medgaz and Renovalia/Demex. Mr. Ruijs earned a M. Juris in Law and Economics from OxfordUniversity where he was a Chevening Scholar; an MSc (DRS) in Economics and MA (Mr.) in Law from the Vrije Universiteit inAmsterdam, a Bachelor in Business Administration of Nijenrode University in the Netherlands, and obtained an Executive MBA fromMichigan Business School as well as graduated from the Japan Prizewinners Programme at Leiden University in Tokyo.Christian A.H. Synetos was appointed to our Board in March 2023 and is a member of the BlackRock Global Infrastructure Fundsteam where his responsibilities include investment origination and structuring, due diligence, execution, monitoring, and exit strategy inessential contracted infrastructure assets and businesses focusing on the long-term trends of decarbonization, decentralization anddigitalization and has also been actively involved with investments in Renovalia, PetroFirst and PetroFirst II. Prior to joining BlackRockGlobal Infrastructure Funds team in 2012, Mr. Synetos spent 5 years with UBS Investment Bank in London where he focused on advisingclients in the European utilities industry. Mr. Synetos graduated from Imperial College London with an MEng degree in mechanicalengineering in 2007.Paul A. Wogan was our CEO from January 2013 until March 9, 2022 and served as a consultant until June 30, 2022. Mr. Wogan wasa member of our board of directors from May 2015 to June 2021. Mr. Wogan was appointed to the board of directors of GasLog Partnersbetween August 2020 and August 2021 and was the CEO of GasLog Partners from September 2020 to August 2021. From 2008 untilFebruary 2012, Mr. Wogan served as senior independent director of Clarksons PLC. From 2000 to 2008, Mr. Wogan worked for TeekayCorporation, where from November 2003 to March 2008 he served as president of Teekay Tanker Services, with responsibility for thecompany’s fleet of crude and product tankers. Prior to joining Teekay Corporation, Mr. Wogan served as chief executive officer ofSeachem Tankers Ltd. From 2009 to 2014, Mr. Wogan was a non-executive director of Sure Wind Marine Ltd., a company that owns andoperates vessels that provide services to the offshore wind industry. Mr. Wogan is a graduate of Exeter University and has an MBA fromCranfield School of Management.Table of Contents88Paolo Enoizi joined GasLog in August 2019 and was Chief Operating Officer (“COO”) from September 2019 to February 2022. OnMarch 10, 2022, Mr. Enoizi was appointed CEO of GasLog. Mr. Enoizi was appointed CEO of GasLog Partners in August 2021. Prior tojoining GasLog, Mr. Enoizi was most recently Managing Director of Stolt Tankers BV Rotterdam, a subsidiary of Stolt Nielsen Limited,where he was responsible for the operation of over 100 chemical tankers, 200 people ashore and over 4,000 seafarers. Prior to joining StoltNielsen in 2008, Mr. Enoizi was Managing Director of a family-owned ship management company. Mr. Enoizi is a director of HiLoMaritime Risk Management Limited, a not for profit joint industry initiative which uses a predictive mathematical model to enhanceshipping industry safety, a council member of Intertanko and a member of the Global Maritime Forum. Mr. Enoizi has a Masters degree inNaval Architecture and Marine Engineering from the University of Genova.Achilleas Tasioulas has served as our CFO and CFO of GasLog Partners since July 2020. He joined GasLog in October 2014 asFinancial Controller and his role was expanded to Chief Risk Officer, Financial Controller and Head of Tax in August 2017 and DeputyCFO of GasLog in December 2019 and has over 14 years of experience in the shipping industry. During his years with GasLog he hasbeen actively engaged in our growth and capital markets activity, as well as developing considerable experience in operations, corporatefinance, treasury and risk management. Mr. Tasioulas is also a Board Member of Gastrade and a Director of several Group subsidiaries.Immediately prior to joining GasLog, Mr. Tasioulas was Corporate Controller for NYSE-listed Danaos Corporation for 6 years. He is anICAEW Fellow Chartered Accountant, has an MSc in Project Analysis, Finance and Investments from the University of York and a BSc inEconomics from the University of Macedonia in Greece. Furthermore, he has completed executive education programs in AdvanceCorporate Finance in London Business School and Strategic Financial Leadership in Stanford University Graduate School of Business.Konstantinos Karathanos was appointed COO of GasLog and GasLog Partners on February 11, 2022. Prior to this he served asDeputy COO from November 2021 and General Manager Innovation and Technology from 2019. Mr. Karathanos joined the group in 2000and from then to 2017 held several positions such as Fleet Manager, Project & Site Manager and Ship Manager. Prior to re-joiningGasLog, Mr. Karathanos held the position of Technical Manager at Minerva Marine from 2017 to 2019. Mr. Karathanos has over 20 yearsof experience in the shipping industry specializing in LNG Carriers design and construction and Technical & Operational management aswell as focusing on Energy and Performance with emphasis on Energy efficiency and decarbonization of the fleet. Mr. Karathanos has anExecutive MBA from ALBA, the American College of Greece, an MSc in Thermal Power and Fluid Mechanics from the University ofManchester and a B.Eng. in Mechanical Engineering from Manchester Metropolitan University.Board Leadership StructureOur board leadership structure consists of our Chairman, and the chairmen of our board committees. Our operational management isheaded by our CEO. The CEO is responsible for the day-to-day operations of the Company, which includes decisions relating to theCompany’s general management and control of its affairs and business and works with our board in developing our business strategy. Theboard of directors does not have a policy mandating that the roles of CEO and Chairman be held by separate individuals, but believes thatthe separation of such roles at this time is appropriate and beneficial to shareholders.B. Compensation of Directors and Senior ManagementOur non-executive directors receive:●an annual fee of $132,000;●additional annual fees of $50,000 to the chairman of the board, $50,000 to the chairman of the audit and risk committee and$30,000 to the chairmen of the compensation committee and safety and sustainability committee; and●additional annual fees of $25,000 to each member of the audit and risk committee and $20,000 to each member of thecompensation committee and safety and sustainability committee (in each case other than the chairmen of such committees).The aggregate annual fees paid to non-executive directors in 2022 was $925,000.In addition, our directors receive reimbursement for their out-of-pocket expenses including travel costs. We do not have any servicecontracts with our directors that provide for benefits upon termination of their services.Table of Contents89For 2022, our executive officers were Paul Wogan, Achilleas Tasioulas, Paolo Enoizi and Konstantinos Karathanos. Paolo Enoizi wasappointed CEO taking over from Paul Wogan, who was retained as a consultant until June 30, 2022, while Konstantinos Karathanos wasappointed COO in February 2022 as a successor to Paolo Enoizi. Compensation for our executive officers in 2022 consisted of base salaryand employee benefits that are generally provided to employees, including eligibility to receive a cash incentive bonus pursuant to ourManagement Incentive Plan, or “MIP”. The MIP provides all shore-based personnel (which includes our executive officers) an opportunityto earn a cash incentive payment, subject to the achievement of pre-established individual and Company performance objectives. Eachparticipant’s target payout and the weightings assigned to the individual and Company performance objectives are dependent on theparticipant’s organization level. Company performance is measured against a number of key business indicators (KBI’s), multiplied by aCompany Safety Factor, the results of which are overlaid with Board Discretion. Since 2021, the following KBIs are in place: a) Free CashFlow per Share target (15.75%), b) Absolute Return on Invested Capital target (15.75%), c) Commercial Performance (22.5%), d)Operating Running Costs (18%), e) Vessel uptime (18%) and f) ESG Performance (10%).The Company Safety factor is based on Personal Safety, Significant Incidents and Leading Indicators, in which falling short of thesafety target may result in a corresponding reduction of the Company performance payout factor. Under the individual and Companyperformance objectives, stretch goals are established which determine the level of pay-out. The Board may exercise discretion to increasean individual’s payment to no more than 200.0% of his or her target payout. The amounts paid to our executive officers in 2022 pursuantto the MIP were determined based on the following weightings: Individual performance (40.0%) and Company performance (60.0%).The aggregate amount of cash compensation, including cash incentive compensation, paid to our executive officers for the year endedDecember 31, 2022 was $4.4 million.In addition, our executive officers received cash-based profit-sharing incentive awards in accordance with terms and conditions asincluded in their respective agreements, or the “Plan”. On April 1, 2022, we granted our executive officers an aggregate of $2.1 millionunder the Plan. The cash-based incentive plan vests incrementally with one quarter vesting on each of the two anniversaries of the grantdates and one half vesting on the third anniversary of the grant date, subject to the recipients’ continued service within each vesting periodwithout performance conditions. In the event of early termination of service, any unvested portion will be treated in accordance with thePlan rules. We generally determine during the March meeting of the board of the directors each year which individuals, if any, will beeligible to receive cash-based compensation awards under the Plan for such year and the amount of awards each participant will be eligibleto receive. In addition, we intend to grant such awards each year.We did not set aside or accrue any amounts in the year ended December 31, 2022 to provide pension, retirement or similar benefits toour directors or executive officers.C. Board PracticesOur board of directors consists of five members. In accordance with the Shareholders Agreement the board of directors shall consistof five directors, two to be appointed by BlackRock and three by certain existing shareholders including Blenheim Holdings and OlympicLNG (the “Existing Shareholders”). See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders’ Agreement”.We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws ofthe United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well asdifferent financial reporting requirements. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporategovernance requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home countrypractice in lieu of the listing requirements of the NYSE, including (i) the requirement that a nominating/corporate governance committeebe established and (ii) the requirement of an annual performance evaluation of the compensation committee. We do not have a separatenominating/corporate governance committee and we complete biennial performance evaluation of the compensation committee. As aresult, non-independent directors may, among other things, participate in resolving governance issues regarding our Company.Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of theNYSE corporate governance requirements.Our board of directors meets regularly throughout the year. In 2022, the board met 9 times.Table of Contents90Committees of the Board of DirectorsAudit and Risk CommitteeOur audit and risk committee consists of Messrs. Berner and Metherell with Mr. Metherell serving as the committee chairman. Ourboard of directors has affirmatively determined that each of these individuals meets the definition of “independent director” for purposesof serving on an audit committee under applicable SEC and NYSE rules. Mr. Metherell qualifies as an “audit committee financial expert”.The audit and risk committee is responsible for:●the appointment and compensation (subject to any required shareholder approval or authorization) and retention and oversight ofindependent auditors and determining whether any non-audit services will be performed by such auditor;●assisting the board of directors in overseeing our financial reporting process, the integrity of our financial statements, theindependent auditors’ qualifications, independence and performance, the performance of our internal audit and financial riskmanagement groups and our compliance with legal and regulatory requirements;●annually reviewing the independent auditors’ report describing the auditing firm’s internal quality-control procedures, and anymaterial issues raised by the most recent internal quality-control review, or peer review, of the auditing firm;●discussing with management and the independent auditors, and making recommendations to our board regarding the approval of,the annual audited financial statements and any periodic financial statements;●discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and ratingagencies, with management and the independent auditors;●discussing policies with respect to financial risk assessment and risk management and monitoring our financial risk and riskmanagement systems;●meeting periodically and separately with management, our internal audit group and the independent auditors;●reviewing with the independent auditors any audit problems or difficulties and management’s responses;●setting clear hiring policies for employees or former employees of the independent auditors;●annually reviewing the adequacy of the audit and risk committee’s written charter;●periodically reviewing the budget, responsibilities and organizational structure of the internal audit department;●establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts ofinterest;●reporting regularly to the full board of directors; and●handling such other matters that are specifically delegated to the audit and risk committee by the board of directors from time totime.Compensation CommitteeOur compensation committee consists of Messrs. Livanos, Berner and Papadimitriou, with Mr. Livanos serving as the committeechairman. The compensation committee is responsible for:●making recommendations to the full board of directors with respect to the compensation of directors, senior management andother managerial employees reporting to the CEO;●overseeing and making recommendations to the full board of directors with respect to any of the Company’s long-term incentiveplans, including any equity-based compensation plans to be adopted; andTable of Contents91●handling such other matters that are specifically delegated to the compensation committee by the board of directors from time totime.Safety and Sustainability CommitteeOur safety and sustainability committee consists of Messrs. Livanos, Metherell, Ruijs (resigned in March 2023) and Synetos(appointed in March 2023), with Mr. Livanos serving as the committee chairman. The safety and sustainability committee is responsiblefor:●overseeing and reviewing on an annual basis the Company’s key policies in relation to safety and sustainability (including thoserelating to operational risks);●overseeing and reviewing the development of the Company’s Environmental, Social and Governance (“ESG”) strategy;●reviewing the Company’s compliance with relevant legislation, regulation and recommendations for safety and sustainability inall operational areas;●ensuring the appropriate training is provided for employees in relation to safety and sustainability;●receiving reports from management relating to any serious accidents or fatalities and reviewing recommended actions to be takenby management in connection therewith; and●monitoring the integrity and effectiveness of the non-financial statements of the Company and any other formal communicationsrelating to the Company’s performance in safety and sustainability.Corporate GovernanceThe board of directors and our Company’s management engage in an ongoing review of our corporate governance practices in orderto oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.We have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Company.This document and other important information on our governance are posted on our website and may be viewed athttp://www.gaslogltd.com. The information contained on or connected to our website is not a part of this annual report. We will alsoprovide a paper copy of any of these documents upon the written request of a shareholder at no cost. Shareholders may direct theirrequests to the attention of our General Counsel, c/o GasLog LNG Services Ltd., 69 Akti Miaouli, 18537 Piraeus, Greece.Exemptions from NYSE Corporate Governance RulesBecause we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices ofBermuda (the jurisdiction in which we are incorporated) in lieu of certain NYSE corporate governance requirements that would otherwisebe applicable to us. The NYSE rules do not require foreign private issuers like us to establish a nominating/corporate governancecommittee. Similarly, under Bermuda law, we are not required to have a nominating/corporate governance committee. Accordingly, we donot have a nominating/corporate governance committee.D. EmployeesDuring 2022, we had an average of 152 full-time employees based in our offices in Piraeus, London and Singapore. In addition to ourshore-based employees, we also employed (directly and through manning agents) approximately 2,204 seafaring staff serving on ourowned and managed ships. As we grow, GasLog and its affiliates may expect to recruit a number of additional seafarers qualified to staffand operate our newbuildings, as well as a small number of shore-based personnel.Table of Contents92LNG marine transportation is a specialized area requiring technically skilled officers and personnel with specialized training.Attracting and retaining motivated, well-qualified seagoing and shore-based personnel is a top priority, and we offer our peoplecompetitive compensation packages and training and development opportunities. Through our ESG strategy, we are constantly aiming toimprove the diversity, equity and inclusion of our workforce and management team, granting access and engagement to a wide pool oftalent. In addition, we provide intensive onboard training for our officers and crews to instill a culture focused on the highest operationaland safety standards. As a result, we have historically enjoyed high retention rates. In 2022, our retention rate was 96.1% for seniorseagoing officers, 95.9% for other seagoing officers and 95.4% for shore staff.Although we have historically experienced high employee retention rates, the demand for technically skilled officers and crews toserve on LNG carriers and FSRU vessels, and for shore-based employees with experience of operating and managing LNG vessels, hasbeen increasing as the global fleet of LNG vessels continues to grow. This increased demand has and may continue to put inflationary costpressure on ensuring qualified and well-trained crew are available to GasLog. However, we expect that the impact of cost increases andincreased competition would be mitigated to some extent by adjustments to the GasLog salary and benefit structure and by certainprovisions in some of our time charters, including automatic periodic adjustment and cost review provisions.E. Share OwnershipThe common shares beneficially owned by our directors and executive officers and/or entities affiliated with these individuals isdisclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below. For information regardingarrangements for involving the employees in the capital of the Company, see “Item 6. Directors, Senior Management and Employees—B.Compensation of Directors and Senior Management”.ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major ShareholdersThe following table sets forth certain information regarding the beneficial ownership of our outstanding common shares as ofFebruary 24, 2023 held by:●each of our executive officers;●each of our directors;●all our directors and officers as a group; and●each holder known to us to beneficially own 5.0% or more of our shares;Table of Contents93Beneficial ownership is determined in accordance with SEC rules. Percentage computations are based on 95,389,062 common sharesoutstanding as of February 24, 2023. Each issued and outstanding common share will entitle the shareholder to one vote. Information forcertain holders is based on their latest filings with the SEC or information delivered to us. Except as noted below, the address of allshareholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executiveoffices.Common Shares Beneficially Owned Name of Beneficial Owner Number Percent Directors and officers Peter G. Livanos(1) 41,460,198 43.5%James C. Berner — —Julian R. Metherell * *Anthony S. Papadimitriou — —Eduard Ruijs — —Christian A.H. Synetos — —Paul A. Wogan — —Paolo Enoizi — —Achilleas Tasioulas — —Konstantinos Karathanos — —All directors and officers as a group Other 5.0% beneficial owners Alexander S. Onassis Foundation(2) 11,164,904 11.7%BlackRock(3) 42,763,960 44.8%(1)By virtue of common shares held (a) directly, (b) indirectly through Blenheim Holdings, in which Mr. Livanos has a majority ownership interest, (c) indirectly throughseveral entities whose share capital is owned by Mr. Livanos and (d) by several entities of which Mr. Livanos and/or members of his family are beneficiaries and forwhich Mr. Livanos serves as an officer and/or a board member. Mr. Livanos disclaims beneficial ownership of the shares held by the entities referenced in (d).Mr. Livanos can effectively control the Company through direct and indirect ownership interests.(2)By virtue of common shares held indirectly through its wholly owned subsidiary, Olympic LNG Investments Ltd. A portion of the shares were acquired from theCompany in a private placement in January 2014. The Alexander S. Onassis Public Benefit Foundation is the sole beneficiary of the assets and income of the OnassisFoundation, and as a result may be deemed to have indirect beneficial ownership of the shares.(3)By virtue of common shares held indirectly through its wholly owned subsidiary, GEPIF III Crown BidCo L.P. acquired on June 6, 2021.*Less than 1.0%.B. Related Party TransactionsRelationship with GasLog PartnersGasLog Partners was formed by us in January 2014 to acquire, own and operate LNG carriers engaged in LNG transportation underlong-term charters, which we define as charters of five full years or more. In May 2014, the Partnership completed its initial publicoffering and its common units began trading on the NYSE.On November 10, 2020, the Partnership announced its intention to engage with an independent advisor to assess its strategicalternatives. After a comprehensive analysis of the Partnership’s corporate structure, assets, financial position, competitive environmentand current and expected commercial market, it was concluded that:●The Partnership will maintain its current corporate structure with GasLog as its general partner;●The Partnership will continue to pursue an independent commercial and operational strategy of owning, operating, and acquiringLNG carriers; and●Strategy remains an ongoing focus of our board of directors and we are open to entertaining all value-enhancing options for thebusiness as we continue to reduce debt and enhance liquidity.Table of Contents94The Partnership conducts its operations through its vessel-owning subsidiaries and as of February 24, 2023, had a wholly owned andbareboat fleet of 14 LNG carriers. As of February 24, 2023, we hold a 33.2% ownership interest in the Partnership and, as a result of ourownership of the general partner and the fact that the general partner elects the majority of the Partnership’s directors in accordance withthe Partnership Agreement, we have the ability to control the Partnership’s affairs and policies.On January 24, 2023, GasLog delivered an unsolicited non-binding proposal to the Partnership’s board of directors to acquire all ofthe outstanding Common Units not already beneficially owned by GasLog. For additional information, see “Item 4. Information on theCompany—B. Business Overview—Overview”.Quarterly Cash DividendsWe are entitled to distributions on our general and limited partner interests in GasLog Partners. These interests consist of commonunits and general partner interests. Following a challenging number of years for capital markets in midstream energy, along with decliningvisibility in to the Partnership’s future financial performance exacerbated by the COVID-19 pandemic related uncertainty in the near termLNG and LNG shipping markets, the Partnership’s board of directors decided to reduce its quarterly cash distributions on common units to$0.01 per unit from the third quarter of 2020.As holder of the 2.0% general partner interest in GasLog Partners, we are entitled to 2.0% of all distributions made by GasLogPartners prior to its liquidation. The general partner, our wholly owned subsidiary, has the right, but not the obligation, to contribute aproportionate amount of capital to GasLog Partners to maintain its 2.0% general partner interest if the Partnership issues additional units.We received total distributions from GasLog Partners of $0.7 million in 2022.Omnibus AgreementOn May 12, 2014, we entered into an omnibus agreement with GasLog Partners and certain of its subsidiaries. The followingdiscussion describes certain provisions of the omnibus agreement.Noncompetition; Five-Year Vessel Restricted Business OpportunitiesUnder the omnibus agreement, we have agreed, and have caused our controlled affiliates (other than GasLog Partners, its generalpartner and its subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after theconsummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying and offering GasLogPartners the opportunity to purchase such a vessel at fair market value. For purposes of this section, we refer to these vessels, together withany related charters, as “Five-Year Vessels” and to all other LNG carriers, together with any related charters, as “Non-Five-Year Vessels”.The restrictions in this paragraph will not prevent us or any of our controlled affiliates (other than GasLog Partners and its subsidiaries)from:(1)acquiring, owning, operating or chartering Non-Five-Year Vessels;(2)acquiring one or more Five-Year Vessels if we promptly offer to sell the vessel to GasLog Partners for the acquisition price plusany administrative costs (including re-flagging and reasonable legal costs) associated with the transfer to GasLog Partners at thetime of the acquisition;(3)putting a Non-Five-Year Vessel under charter for five full years or more if we offer to sell the vessel to GasLog Partners for fairmarket value (x) promptly after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter forfive full years or more;Table of Contents95(4)acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets andowning, operating or chartering those vessels; provided, however, that:(a)if less than a majority of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined ingood faith by our board of directors, we must offer to sell such vessels to GasLog Partners for their fair market value plusany additional tax or other similar costs that we incur in connection with the acquisition and the transfer of such vessels toGasLog Partners separate from the acquired business; and(b)if a majority or more of the value of the business or assets acquired is attributable to Five-Year Vessels, as determined ingood faith by our board of directors, we must notify GasLog Partners of the proposed acquisition in advance. Not later than30 days following receipt of such notice, GasLog Partners will notify us if it wishes to acquire such vessels in cooperationand simultaneously with us acquiring the Non-Five-Year Vessels. If GasLog Partners does not notify us of its intent to pursuethe acquisition within 30 days, we may proceed with the acquisition and then offer to sell such vessels to GasLog Partners asprovided in (a) above;(5)acquiring a non-controlling equity ownership, voting or profit participation interest in any company, business or pool of assets;(6)acquiring, owning, operating or chartering any Five-Year Vessel if GasLog Partners does not fulfill its obligation to purchasesuch vessel in accordance with the terms of any existing or future agreement;(7)acquiring, owning, operating or chartering a Five-Year Vessel subject to the offers to GasLog Partners described inparagraphs (2), (3) and (4) above pending its determination whether to accept such offers and pending the closing of any offers itaccepts;(8)providing ship management services relating to any vessel;(9)owning or operating any Five-Year Vessel that we owned on the closing date of GasLog Partners’ IPO and that was not part of itsfleet as of such date; or(10)acquiring, owning, operating or chartering a Five-Year Vessel if GasLog Partners has previously advised us that it consents tosuch acquisition, ownership, operation or charter.If we or any of our controlled affiliates (other than GasLog Partners, its general partner or its subsidiaries) acquires, owns, operates orcharters Five-Year Vessels pursuant to any of the exceptions described above, we may not subsequently expand that portion of ourbusiness other than pursuant to those exceptions. However, such Five-Year Vessels could eventually compete with GasLog Partners’vessels upon their re-chartering.In addition, under the omnibus agreement GasLog Partners has agreed, and has caused its subsidiaries to agree, to acquire, own,operate or charter Five-Year Vessels only. The restrictions in this paragraph will not:(1)prevent GasLog Partners or any of its subsidiaries from owning, operating or chartering any Non-Five-Year Vessel that waspreviously a Five-Year Vessel while owned by GasLog Partners or any of its subsidiaries;(2)prevent GasLog Partners or any of its subsidiaries from acquiring Non-Five-Year Vessels as part of the acquisition of acontrolling interest in a business or package of assets and owning, operating or chartering those vessels; provided, however, that:(a)if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determinedin good faith by GasLog Partners, the Partnership must offer to sell such vessels to us for their fair market value plus anyadditional tax or other similar costs that GasLog Partners incurs in connection with the acquisition and the transfer of suchvessels to us separate from the acquired business; andTable of Contents96(b)if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determinedin good faith by GasLog Partners, the Partnership must notify us of the proposed acquisition in advance. Not later than30 days following receipt of such notice, we must notify GasLog Partners if we wish to acquire the Non-Five-Year Vessels incooperation and simultaneously with GasLog Partners acquiring the Five-Year Vessels. If we do not notify GasLog Partnersof our intent to pursue the acquisition within 30 days, the Partnership may proceed with the acquisition and then offer to sellsuch vessels to us as provided in (a) above;(3)prevent GasLog Partners or any of its subsidiaries from acquiring, owning, operating or chartering any Non-Five-Year Vesselssubject to the offer to us described in paragraph (2) above, pending our determination whether to accept such offer and pendingthe closing of any offer we accept; or(4)prevent GasLog Partners or any of its subsidiaries from acquiring, owning, operating or chartering Non-Five-Year Vessels if wehave previously advised the Partnership that we consent to such acquisition, ownership, operation or charter.If GasLog Partners or any of its subsidiaries acquires, owns, operates or charters Non-Five-Year Vessels pursuant to any of theexceptions described above, neither the Partnership nor any subsidiary may subsequently expand that portion of its business other thanpursuant to those exceptions.During the 30-day period after our notice and offer of an opportunity to purchase a Five-Year Vessel, we and GasLog Partners willnegotiate in good faith to reach an agreement on the fair market value (and any applicable break-up costs) of the relevant vessel. If we donot reach an agreement within such 30-day period, a mutually-agreed upon investment banking firm, ship broker or other expert advisorwill be engaged to determine the fair market value (and any applicable break-up costs) of the relevant vessel and other outstanding terms,and GasLog Partners will have the option, but not the obligation, to purchase the relevant vessel on such terms. GasLog Partners’ ability toconsummate the acquisition of such Five-Year Vessel from us will be subject to obtaining any consents of governmental authorities andother non-affiliated third parties and to all agreements existing with respect to such Five-Year Vessel. Under the omnibus agreement, wewill indemnify GasLog Partners against losses arising from the failure to obtain any consent or governmental permit necessary to own oroperate the fleet in substantially the same manner that the vessels were owned and operated by us immediately prior to the Partnership’sacquisition of such vessels. See “—Indemnification”.Upon a change of control of GasLog Partners or its general partner, the noncompetition provisions of the omnibus agreement willterminate immediately. Upon a change of control of GasLog, the noncompetition provisions of the omnibus agreement applicable to uswill terminate on the date of the change of control. On the date on which a majority of GasLog Partners’ directors ceases to consist ofdirectors that were (1) appointed by the Partnership’s general partner prior to its first annual meeting of unitholders and (2) recommendedfor election by a majority of the Partnership’s appointed directors, the noncompetition provisions applicable to us shall terminateimmediately. The Merger Agreement between GasLog and GEPIF will not result in a change of control of GasLog Partners due to theRolling Shareholders maintaining the majority of the outstanding common shares of GasLog post the Transaction.LNG Carrier Purchase OptionsUnder the omnibus agreement entered into with GasLog Partners and certain of its subsidiaries in connection with the Partnership’sinitial public offering, GasLog Partners has the option to purchase from us any LNG carrier with a cargo capacity greater than 75,000 cbmengaged in oceangoing LNG transportation under a charter for five full years or more, within 30 calendar days after the consummation ofthe acquisition or the commencement of the operations or charter of such a vessel.GasLog Partners’ option to purchase is at fair market value as determined pursuant to the omnibus agreement. If we and GasLogPartners are unable to agree upon the fair market value of any of these optional vessels, the respective fair market values will bedetermined by a mutually acceptable investment banking firm, ship broker or other expert advisor, and GasLog Partners will have theright, but not the obligation, to purchase the vessel at such price. GasLog Partners’ ability to consummate the acquisition of such vesselsfrom us will be subject to obtaining any consents of governmental authorities and other non-affiliated third parties and to all agreementsexisting as of the closing date in respect of such vessels.On the date on which a majority of GasLog Partners’ directors ceases to consist of directors that were (1) appointed by thePartnership’s general partner prior to its first annual meeting of unitholders and (2) recommended for election by a majority of thePartnership’s appointed directors, the LNG carrier purchase options shall terminate immediately.Table of Contents97Rights of First OfferUnder the omnibus agreement, we and our subsidiaries have granted to GasLog Partners a right of first offer on any proposed sale,transfer or other disposition of any Five-Year Vessels or Non-Five-Year Vessels owned by us. Under the omnibus agreement, GasLogPartners and its subsidiaries have agreed to grant a similar right of first offer to us for any Five-Year Vessels they might own. These rightsof first offer will not apply to a (i) sale, transfer or other disposition of vessels between any affiliated subsidiaries or pursuant to the termsof any current or future charter or other agreement with a charter party or (ii) merger with or into, or sale of substantially all of the assetsto, an unaffiliated third party.Prior to engaging in any negotiation regarding any vessel disposition with respect to a Five-Year Vessel with an unaffiliated third partyor any Non-Five-Year Vessel, we or GasLog Partners, as the case may be, will deliver a written notice to the other relevant party settingforth the material terms and conditions of the proposed transaction. During the 30-day period after the delivery of such notice, we andGasLog Partners, as the case may be, will negotiate in good faith to reach an agreement on the transaction. If we do not reach anagreement within such 30-day period, we or GasLog Partners, as the case may be, will be able within the next 180 calendar days to sell,transfer, dispose or re-charter the vessel to a third party (or to agree in writing to undertake such transaction with a third party) on termsgenerally no less favorable to us or GasLog Partners, as the case may be, than those offered pursuant to the written notice. Our ability toconsummate the acquisition of such Five-Year Vessel from GasLog Partners will be subject to obtaining any consents of governmentalauthorities and other non-affiliated third parties and to all agreements existing in respect of such Five-Year Vessel.Upon a change of control of GasLog Partners or its general partner, the right of first offer provisions of the omnibus agreement willterminate immediately. Upon a change of control of us, the right of first offer provisions applicable to GasLog under the omnibusagreement will terminate on the date of the change of control. On the date on which a majority of GasLog Partners’ directors ceases toconsist of directors that were (i) appointed by the Partnership’s general partner prior to its first annual meeting of unitholders and(ii) recommended for election by a majority of the Partnership’s appointed directors, the provisions related to the rights of first offergranted to the Partnership by us shall terminate immediately.For purposes of the omnibus agreement, a “change of control” means, with respect to any “applicable person”, any of the followingevents: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of theapplicable person’s assets to any other person, unless immediately following such sale, lease, exchange or other transfer such assets areowned, directly or indirectly, by the applicable person; (b) the consolidation or merger of the applicable person with or into another personpursuant to a transaction in which the outstanding voting securities of the applicable person are changed into or exchanged for cash,securities or other property, other than any such transaction where (i) the outstanding voting securities of the applicable person are changedinto or exchanged for voting securities of the surviving person or its parent and (ii) the holders of the voting securities of the applicableperson immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of thesurviving person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or14(d)(2) of the Securities Exchange Act of 1934, or the “Exchange Act”), other than us or our affiliates with respect to the general partner,being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50.0% of all of thethen outstanding voting securities of the applicable person, except in a merger or consolidation which would not constitute a change ofcontrol under clause (b) above.IndemnificationUnder the omnibus agreement, we will indemnify GasLog Partners after the closing of its IPO for a period of five years (and we willindemnify the Partnership for a period of at least three years after its purchase of any vessels subject to purchase options, if applicable)against certain environmental and toxic tort liabilities with respect to the vessels that are contributed or sold to the Partnership to the extentarising prior to the time such vessels were contributed or sold to the Partnership. Liabilities resulting from a change in law after the closingof the IPO are excluded from the environmental indemnity. There is an aggregate cap of $5.0 million on the amount of indemnity coverageprovided by us for environmental and toxic tort liabilities. No claim may be made unless the aggregate dollar amount of all claims exceeds$0.5 million, in which case we are liable for claims only to the extent such aggregate amount exceeds $0.5 million.Table of Contents98We will also indemnify GasLog Partners for liabilities related to:●certain defects in title to GasLog Partners’ initial fleet and any failure to obtain, prior to the time they were contributed to thePartnership, certain consents and permits necessary to conduct the Partnership’s business, which liabilities arise withinthree years after the closing of the Partnership’s IPO; and●certain tax liabilities attributable to the operation of the assets contributed or sold to the Partnership prior to the time they werecontributed or sold.Restrictive Covenant AgreementOn April 4, 2012, Peter G. Livanos and Blenheim Holdings entered into a Restrictive Covenant Agreement with us, pursuant to whichMr. Livanos is prohibited from directly or indirectly owning, operating or managing LNG vessels, other than pursuant to his involvementwith us. The restrictions will terminate in the event that Mr. Livanos ceases to beneficially own at least 20.0% of our issued andoutstanding share capital.Notwithstanding these restrictions, Mr. Livanos is permitted to engage in the following activities:●passive ownership (a) of minority interests in any business that is not primarily engaged in owning, operating or managing LNGvessels or (b) constituting less than 5.0% of any publicly listed company; and●non-passive participation in a business that acquires an interest in the ownership, operation or management of LNG vessels,provided that as promptly as reasonably practicable either (A) the business enters into an agreement to dispose of suchcompetitive activity and such disposition is completed within a reasonable time, or (B) Mr. Livanos’s participation in suchbusiness is changed so as to satisfy the exception for passive ownership of minority interests in a business that is not primarilyengaged in a competitive activity.The restrictions described above do not apply to transactions by independent fund managers not acting under the direction or controlof Mr. Livanos or Blenheim Holdings.As noted above, Mr. Livanos and Blenheim Holdings are permitted under the terms of the restrictive covenant agreement to dispose ofour common shares in the following circumstances:●pursuant to any transfer by Blenheim Holdings to its shareholders (including any division of the ownership interests in BlenheimHoldings of Mr. Livanos), provided that the transferee or transferees agree to be bound by the share transfer restrictions of therestrictive covenant agreement;●pursuant to any private sale to a strategic investor in the Company, provided that the strategic investor agrees to be bound by theshare transfer restrictions of the restrictive covenant agreement;●in connection with any sale or transfer that would result in a change in control of the Company, provided that such change incontrol has been approved by our board of directors; and●in transactions relating to shares acquired following the effective date of the restrictive covenant agreement.For purposes of the restrictive covenant agreement, a “change of control” means Mr. Livanos and Blenheim Holdings cease tobeneficially own, in the aggregate, at least 38.0% of the issued and outstanding share capital of the Company. The share transferrestrictions described above will terminate as to any person that ceases to beneficially own, or does not beneficially own, at least 20.0% ofour issued and outstanding share capital.Table of Contents99Indemnification AgreementsWe have entered into indemnification agreements with our directors and officers which provide, among other things, that we willindemnify our directors and officers, under the circumstances and to the extent provided for therein, for expenses, damages, judgments,fines, settlements and fees that they may be required to pay in actions or proceedings to which they are or may be made a party by reasonof such person’s position as a director, officer, employee or other agent of the Company, subject to, and to the maximum extent permittedby, applicable law.Office Space and Related ArrangementsThrough our subsidiary GasLog LNG Services, we lease our office space in Piraeus, Greece from an entity controlled by CeresShipping, Nea Dimitra Ktimatikh Kai Emporikh S.A. The lease agreement is filed with the Greek authorities, and has been entered into onmarket rates.GasLog LNG Services has also entered into an agreement with Seres S.A., an entity controlled by the Livanos family, for the latter toprovide catering services to the staff based in our Piraeus office. Amounts paid pursuant to the agreement are generally less than €10 perperson per day, but are slightly higher on special occasions. In addition, GasLog LNG Services has entered into an agreement withSeres S.A. for the latter to provide telephone and documentation services for our staff based in Piraeus. Amounts paid pursuant to theagreement are less than €100,000 per year.Egypt LNGWe have a 25.0% ownership interest in Egypt LNG, whose principal asset is the LNG carrier Methane Nile Eagle, which is currentlyoperating under a 20-year time charter with a subsidiary of Shell. Pursuant to a ship management agreement between GasLog LNGServices and Egypt LNG, the vessel has operated under our technical management since its delivery. From January 1, 2022 to December31, 2022, we received a total of approximately $0.7 million in revenues from Egypt LNG in respect of our vessel management services.Consulting Services AgreementsIn December 2020, GasLog and GasLog Partners reached agreement with Ceres Shipping Enterprises S.A. (“Ceres ShippingEnterprises”), an entity controlled by the Livanos family, to pay a fee of US$1.0 million to Ceres Shipping Enterprises in consideration ofthe provision of services provided by employees of Ceres Shipping Enterprises in support of the refinancing of all GasLog and GasLogPartners bank debt maturities due in 2021. The US$1.0 million fee was paid 60% by GasLog and 40% by GasLog Partners.In February 2021, GasLog agreed with Ceres Shipping Enterprises that if GasLog proceeds with the refinancing of the 8.875% SeniorNotes due 2022, Ceres Shipping Enterprises will receive a fee equal to 10% of the total fees paid by the Company to investment banks inthe refinancing process. The fee payable to Ceres Shipping Enterprises was in consideration of the provision of services provided byemployees of Ceres Shipping Enterprises in support of the refinancing. The US$487,500 fee was paid in December 2021.Merger AgreementOn February 22, 2021, we announced that GasLog had entered into a Merger Agreement with GEPIF. Under the Merger Agreement,GEPIF would acquire all of the outstanding common shares of GasLog that were not held by the Rolling Shareholders of GasLog inexchange for $5.80 in cash per common share (the “Merger Consideration”).GasLog announced on June 9, 2021, the completion of the Transaction with GEPIF following the special general meeting of GasLog’sshareholders held virtually on June 4, 2021, where the Transaction and the related agreements (i) the previously announced MergerAgreement, (ii) the merger and (iii) the statutory merger agreement contemplated by the Merger Agreement, received the requisiteapproval of GasLog’s shareholders required by the Agreement and Plan of Merger, dated as of February 21, 2021 (and subsequentlyamended on April 20, 2021).Table of Contents100Trading in GasLog’s common shares on the NYSE, was suspended with immediate effect and the delisting of the common sharesfrom the NYSE became effective on June 21, 2021. GasLog’s 8.75% Series A Cumulative Redeemable Perpetual Preference Sharesremain outstanding and continue to trade in the NYSE.Pursuant to the Rolling Shareholders Agreement (the “Rollover Agreement”), following the consummation of the Transaction on June9, 2021, certain existing shareholders, including Blenheim Holdings, which is wholly owned by the Livanos family, and a wholly ownedaffiliate of the Onassis Foundation, hold approximately 55.2% of the outstanding common shares of GasLog Ltd. and GEPIF holdsapproximately 44.8%.Shareholders’ AgreementOn June 9, 2021 following the consummation of the Transaction GEPIF, Blenheim Holdings, Blenheim Special, Olympic LNG andthe Company entered into a Shareholders’ Agreement with respect to corporate governance and other matters of the Company and theCommon Shares. The Shareholders’ Agreement details company board representation, board committees, quorum for board andcommittee meetings and how to manage conflicts of interest. In addition, the Shareholders’ Agreement covers restrictions on the transferof common shares, rights of first offer and tag along rights, dividend policy, audit rights and tax matters. The Shareholders’ Agreementalso lists matters that require the prior approval of the GEPIF and Blenheim Holdings. In addition, Peter G. Livanos holds a proxy to votethe shares of the Rolling Shareholders under the terms of the Shareholders’ Agreement and, as a result of holding such proxy, controlsmore than a majority of the voting stock of the Company and controls the right to appoint a majority of the board of the Company.Other Related Party TransactionsFor a description of additional related party transactions, see Note 21 to our consolidated financial statements included elsewhere inthis annual report.Procedures for Review and Approval of Related Party TransactionsRelated party transactions, which means transactions in which the Company or one of its subsidiaries is a participant and any of theCompany’s directors, executive officers or significant shareholders, or any members of their immediate families or entities controlled bythem, have a direct or indirect interest, will be subject to review and approval or ratification by our audit and risk committee in accordancewith the Related Party Transaction Policy adopted by such committee.C. Interests of Experts and CounselNot applicable.ITEM 8. FINANCIAL INFORMATIONA. Consolidated Statements and Other Financial InformationSee “Item 18. Financial Statements” below.Legal ProceedingsWe have not been involved in any legal proceedings that we believe may have a significant effect on our business, financial position,results of operations or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material effect onour business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims inthe ordinary course of business, principally property damage, personal injury claims and commercial disputes. We expect that these claimswould be covered by insurance, subject to customary deductibles. However, those claims, even if lacking merit, could result in theexpenditure of significant financial and managerial resources.Table of Contents101Preference Shares Dividend RequirementsDividends on Preference Shares are payable quarterly on each of January 1, April 1, July 1 and October 1, or the next succeedingbusiness day, as and if declared by our board of directors out of legally available funds for such purpose. The dividend rate for thePreference Shares is 8.75% per annum per $25.00 of liquidation preference per share (equal to $2.18750 per annum per share). Thedividend rates are not subject to adjustment. We paid dividends to holders of our Preference Shares of $0.546875 per share on, January 3,2022, April 1, 2022, July 1, 2022, October 3, 2022 and January 3, 2023. Our Preference Shares dividend payment obligations impact ourfuture liquidity needs.Preference Shares Dividend PolicyThe declaration and payment of any dividend is subject to the discretion of our board of directors and the requirements of Bermudalaw. In addition, certain of our credit facilities impose limitations on our ability to pay dividends. When considering the declaration of ourpreference dividends our board of directors will make their determination based on various factors, including our earnings, financialcondition, cash requirements and availability, restrictions in our credit facilities and the provisions of Bermuda law. Accordingly, wecannot guarantee that we will be able to pay preference dividends. See “Item 3. Key Information—D. Risk Factors—Risks Related to OurBusiness” for a discussion of risks related to our ability to pay dividends.Set out below is a table showing the dividends declared on our Preference Shares in 2018, 2019, 2020, 2021 and 2022.Year ended December 31, 2018 2019 2020 2021 2022 Total(Expressed in millions of U.S. dollars)Preference share dividend declared$ 10.1$ 10.1$ 10.1$ 10.1$ 10.1$ 50.5B. Significant ChangesSee “Item 18. Financial Statements—Note 29. Subsequent Events” below.ITEM 9. THE OFFER AND LISTINGTrading on the NYSEFrom our IPO in the United States in 2012 and through to our delisting in June 2021 our common shares were listed on the NYSEunder the symbol “GLOG”.Our Preference Shares have been trading on the NYSE under the symbol “GLOG PR A” since March 31, 2015.ITEM 10. ADDITIONAL INFORMATIONA. Share CapitalOur authorized share capital consists of 500,000,000 shares, par value $0.01 per share. As of December 31, 2021, the share capitalconsisted of 95,389,062 issued and outstanding common shares, par value $0.01 per share and 4,600,000 issued and outstandingPreference Shares.Pursuant to our bye-laws, subject to any resolution of the shareholders to the contrary, our board of directors is authorized to issue anyof our authorized but unissued common shares. There are no limitations on the right of non-Bermudians or non-residents of Bermuda tohold or vote our shares.Table of Contents102B. Memorandum of AssociationWe are an exempted company incorporated under the laws of Bermuda. We are registered with the Registrar of Companies inBermuda under registration number 33928. We were incorporated on July 16, 2003 under the name Gaslog Ltd. We effected a change ofname from “Gaslog Ltd.” to “GasLog Ltd.” on August 23, 2011 in compliance with the Companies Act. Our registered office is located atClarendon House, 2 Church Street, Hamilton, HM 11, Bermuda.The objects of our business are unrestricted, and the Company has the capacity of a natural person. We can therefore undertakeactivities without restriction on our capacity.Common SharesHolders of our common shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of our common sharesare entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required bylaw or by our bye-laws, resolutions to be approved by holders of our common shares require approval by a simple majority of votes cast ata meeting at which a quorum is present.In the event of our liquidation, dissolution or winding up, the holders of our common shares are entitled to share equally and ratably inour assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any issued andoutstanding preference shares.Preference SharesPursuant to Bermuda law and our bye-laws, our board of directors by resolution may establish one or more series of preference shareshaving such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights,liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixedby the board without any further shareholder approval. Of the Company’s 500 million authorized shares, 4.6 million have been designated8.75% Series A Cumulative Redeemable Perpetual Preference Shares.Dividend RightsUnder Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (i) the companyis, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable value of its assets would thereby beless than its liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by ourboard of directors.Variation of RightsIf at any time we have more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms ofissue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or(ii) with the sanction of a resolution passed by holders of 75% of the issued shares of the relevant class of shareholders as may be presentin person or by proxy at a separate general meeting of the holders of the issued shares of the relevant class. Our bye-laws specify that thecreation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares,vary the rights attached to existing shares.Table of Contents103Transfer of SharesSubject to our Byelaws and the Shareholders’ Agreement, all transfer of common shares must be completed in accordance withArticle III of the Shareholders’ Agreement. No transfer of shares is allowed prior to June 6, 2023 without the prior written consent of allthe other common shareholders other than transfers to a permitted transferee of a shareholder (as defined in the Shareholders’ Agreement).Our board of directors may in its absolute discretion and without assigning any reason refuse to register the transfer of a share that is notfully paid. Our board of directors may also refuse to recognize an instrument of transfer of a share unless it is accompanied by the relevantshare certificate and such other evidence of the transferor’s right to make the transfer as our board of directors shall reasonably require. Inaddition, our board of directors may refuse to register the transfer of a share unless all applicable consents, authorizations and permissionsof any governmental body or agency in Bermuda have been obtained. Subject to these restrictions, a holder of common shares maytransfer the title to all or any of his common shares by completing a form of transfer in the form set out in our bye-laws (or as near theretoas circumstances admit) or in such other common form as the board may accept. The instrument of transfer must be signed by thetransferor and transferee, although in the case of a fully paid share our board of directors may accept the instrument signed only by thetransferor.Meetings of ShareholdersWe are required to convene at least one general meeting of shareholders each calendar year. Bermuda law provides that a specialgeneral meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholdersholding not less than 10.0% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law alsorequires that shareholders be given at least five days’ advance notice of a general meeting, but an unintentional failure notice to any persondoes not invalidate the proceedings at a meeting. Our bye-laws provide that the Chairman or our board of directors may convene an annualgeneral meeting or a special general meeting. Under our bye-laws, at least 10 days’ notice of an annual general meeting or at least fivedays’ notice of a special general meeting must be given to each shareholder entitled to vote at such meeting. This notice requirement issubject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting, by all ofthe shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting, by a majority in number of theshareholders entitled to attend and vote at the meeting holding not less than 95.0% in nominal value of the shares entitled to vote at suchmeeting. The quorum required for a general meeting of shareholders is at least two shareholders present in person or proxy, one of whichshall represent BlackRock and one Blenheim Holdings. General meetings can be convened at a location in or outside of Bermuda. Ourbye-laws provide that our board of directors may, but is not required to, make arrangements permitting shareholders to participate ingeneral meetings by such telephonic, electronic or other communications facilities or means as permit all persons participating in themeeting to communicate with each other simultaneously and instantaneously.Access to Books and Records and Dissemination of InformationMembers of the general public have a right to inspect public documents of the Company available at the office of the Registrar ofCompanies in Bermuda. These documents include the Company’s memorandum of association, including its objects and powers, andcertain alterations to the memorandum of association. Our shareholders have the additional right to inspect the bye-laws of the Company,minutes of general meetings and the Company’s audited financial statements, which must be presented to the annual general meeting. TheCompany’s register of members is also open to inspection by shareholders and by members of the general public without charge. Theregister of members is required under Bermuda law to be open for inspection for not less than two hours in any business day (subject tothe ability of a company to close the register of members for not more than thirty days in a year). The Company is required to maintain itsshare register in Bermuda but may, subject to the provisions of the Companies Act, establish a branch register outside of Bermuda. TheCompany is required to keep at its registered office a register of directors and officers that is open for inspection for not less than twohours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right forshareholders to inspect or obtain copies of any other corporate records.Election and Removal of DirectorsIn accordance with the Shareholders Agreement the board of directors shall consist of five directors, two to be appointed byBlackRock and three by the Existing Shareholders.Table of Contents104Holders of our Preference Shares generally have no voting rights except (i) in respect of amendments to the memorandum ofassociation which would adversely vary the rights of the Preference Shares, (ii) in the event that the Company proposes to issue any parityshares if the cumulative dividends payable on issued and outstanding Preference Shares are in arrears or any senior shares or (iii) in theevent of a proposed amalgamation or merger of the Company. However, if and whenever dividends payable on the Preference Shares arein arrears for six or more quarterly periods, whether or not consecutive, holders of Preference Shares (voting together as a class with allother classes or series of parity securities upon which like voting rights have been conferred and are exercisable) will be entitled to electone additional director to serve on our board of directors, and the size of our board of directors will be increased as needed toaccommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director byholders of parity securities upon which like voting rights have been conferred and with which the Preference Shares voted as a class forthe election of such director). The right of such holders of Preference Shares to elect a member of our board of directors will continue untilsuch time as all accumulated and unpaid dividends on the Preference Shares have been paid in full.Proceedings of Board of DirectorsOur bye-laws provide that our business is to be managed and conducted by our board of directors. There is no requirement in our bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our bye-laws or Bermuda law that our directorsmust retire at a certain age.The remuneration of our directors is determined by the board of directors, and there is no requirement that a specified numberor percentage of “independent” directors must approve any such determination. Our directors may also be paid all travel, hotel and otherexpenses properly incurred by them in connection with our business or their duties as directors.Director Conflicts of InterestAny conflict of interest question involving one or more of the Company’s directors will be resolved by the audit and risk committee ofthe board of directors.In the event that a director has a direct or indirect interest in any contract or arrangement with the Company, provided that the directordiscloses such interest as required by Bermuda law, such director is entitled under our bye-laws to vote in respect of any such contract orarrangement in which he or she is interested unless he or she is disqualified from voting by the Chairman of our board of directors. In theevent that the Chairman has disclosed a direct or indirect interest in a contract or arrangement with us, the determination as to whether theChairman and any other interested director should be disqualified from voting will be made by a majority of the disinterested directors.Bermuda law prohibits any director (including the spouse or children of the director or any company of which such director, spouse orchildren own or control more than 20.0% of the capital or loan debt) from borrowing from us (except loans made to directors who arebona fide employees or former employees pursuant to an employees’ share scheme) unless shareholders holding 90.0% of the total votingrights have consented to the loan.Indemnification of Directors and OfficersSection 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditorsagainst any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breachof duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditormay be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers andauditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded intheir favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the CompaniesAct.Table of Contents105We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actionsand omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights ofaction that they might have, individually or in right of the Company, against any of the Company’s directors or officers for any act orfailure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director orofficer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director inrespect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not wemay otherwise indemnify such officer or director. We have purchased and maintain directors’ and officers’ liability insurance for suchpurpose. We have also entered into indemnification agreements with our directors and officers. See “Item 7. Major Shareholders andRelated Party Transactions—B. Related Party Transactions”.Amendment of Memorandum of Association and Bye-lawsBermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a generalmeeting of shareholders. Our bye-laws provide that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made,unless it shall have been approved by a resolution of our board of directors and by a resolution of our shareholders including the approvalof both BlackRock and Blenheim Holdings.Under Bermuda law, the holders of an aggregate of not less than 20.0% in par value of a company’s issued share capital or any classthereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of associationadopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided inthe Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by theBermuda court. An application for an annulment of an amendment of the memorandum of association must be made within twenty-one days after the date on which the resolution altering the company’s memorandum of association is passed and may be made on behalfof persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No applicationmay be made by shareholders voting in favor of the amendment.Amalgamations, Mergers and Business CombinationsThe amalgamation or merger of a Bermuda company with another company or corporation (other than certain affiliated companies)requires the amalgamation or merger agreement to be approved by the company’s board of directors and by its shareholders. Unless thecompany’s bye-laws provide otherwise, the approval of 75.0% of the shareholders voting at such meeting is required to approve theamalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third ofthe issued shares of the company. Our bye-laws and the Shareholders’ Agreement provide that a merger or an amalgamation must only beapproved once the approval of both BlackRock and Blenheim Holdings has been obtained.Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, ashareholder of the Bermuda company who did not vote in favor of the amalgamation or merger and who is not satisfied that fair value hasbeen offered for such shareholder’s shares may, within one month of notice of the shareholders’ meeting, apply to the Supreme Court ofBermuda to appraise the fair value of those shares.Shareholder SuitsClass actions and derivative actions are generally not available to shareholders under Bermuda law. 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 companywhere the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of thecompany’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that arealleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage ofthe company’s shareholders than that which actually approved it.When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of theshareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, includingan order regulating the conduct of the company’s affairs in the future or ordering the purchase of the shares of any shareholders by othershareholders or by the company.Table of Contents106Our bye-laws contain a provision which provides that in the event any dispute arises concerning the Companies Act or out of our bye-laws, including whether there has been a breach of the Companies Act or our bye-laws by an officer or director, any such dispute shall besubject to the exclusive jurisdiction of the Supreme Court of Bermuda. In addition, our bye-laws contain a provision by virtue of whichour shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer inrelation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director orofficer.Capitalization of Profits and ReservesPursuant to our bye-laws, our board of directors may (i) capitalize any part of the amount of our share premium or other reserveaccounts or any amount credited to our profit and loss account or otherwise available for distribution by applying such sum in paying upunissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares) to the shareholders;or (ii) capitalize any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by paying upin full, partly paid or nil paid shares of those shareholders who would have been entitled to such sums if they were distributed by way ofdividend or distribution.Calls on Shares and ForfeitureIn the event of any issuance by the Company of shares that are not fully paid, our board of directors may make such calls as it thinksfit upon the holders of such partly paid shares in respect of any amounts unpaid on such shares (and not made payable at fixed times by theterms and conditions of issue). If a call on partly paid shares is not paid on or before the day appointed for payment thereof, the holder ofsuch shares may at the discretion of our board of directors be liable to pay the Company interest on the amount of such call and our boardof directors may direct the secretary of the Company to forward such shareholder a notice in writing demanding payment. If therequirements of such notice are not complied with, any such share may at any time thereafter, until the payment of all amounts due, beforfeited by a resolution of our board of directors to that effect, and such share shall thereupon become the property of the Company andmay be disposed of as our board of directors shall determine.Untraced ShareholdersOur bye-laws provide that our board of directors may forfeit any dividend or other monies payable in respect of any shares that remainunclaimed for six years from the date when such monies became due for payment. In addition, we are entitled to cease sending dividendwarrants and checks by post or otherwise to a shareholder if such instruments have been returned undelivered to, or left uncashed by, suchshareholder on at least two consecutive occasions or, following one such occasion, reasonable enquires have failed to establish theshareholder’s new address. This entitlement ceases if the shareholder claims a dividend or cashes a dividend check or a warrant.Certain Provisions of Bermuda LawWe have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. Thisdesignation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no exchange control restrictionson our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S.residents who are holders of our common shares or our Preference Shares.Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda MonetaryAuthority as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda MonetaryAuthority shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions orstatements expressed in this annual report. Certain issues and transfers of common shares involving persons deemed resident in Bermudafor exchange control purposes require the specific consent of the Bermuda Monetary Authority.In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the caseof a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record thecapacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or seeto the execution of any such trust. We will take no notice of any trust applicable to any of our shares, whether or not we have been notifiedof such trust.Table of Contents107C. Material ContractsThe following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to whichwe or any of our subsidiaries is a party. Such summaries are not intended to be complete and reference is made to the contracts themselves,which are exhibits to this annual report.(a)Appendix to the Private Agreement of Professional Hiring (English translation), dated December 1, 2010 and October 1, 2011,between Nea Dimitra Ktimatikh Kai Emporikh S.A. and GasLog LNG Services Ltd.; please see “Item 7. Major Shareholders andRelated Party Transactions—B. Related Party Transactions—Office Space and Related Arrangements”.(b)Form of Indemnification Agreement for the Company’s directors and certain officers; please see “Item 7. Major Shareholders andRelated Party Transactions—B. Related Party Transactions—Indemnification Agreements”.(c)Restrictive Covenant Agreement among GasLog Ltd., Peter G. Livanos and Blenheim Holdings Ltd., dated April 4, 2012; pleasesee “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive CovenantAgreement”.(d)GasLog Ltd. 2013 Omnibus Incentive Compensation Plan; please see “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Senior Management—Equity Compensation Plans”.(e)Facilities Agreement for $1,311,356,340 Loan Facilities dated October 16, 2015 between GAS-eleven Ltd., GAS-twelve Ltd.,GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-twenty two Ltd., GAS-twenty three Ltd., GAS-twenty four Ltd., GAS-twentyfive Ltd., as borrowers, Citibank, N.A., London Branch, Nordea Bank AB, London Branch, The Export-Import Bank of Korea,Bank of America, National Association, BNP Paribas, Credit Agricole Corporate and Investment Bank, Credit Suisse AG, HSBCBank plc, ING Bank N.V., London Branch, KEB Hana Bank, London Branch, KfW IPEX-Bank GmbH, National Australia BankLimited, Oversea-Chinese Banking Corporation Limited, Societe Generale and The Korea Development Bank as mandated leadarrangers with Nordea Bank AB, London Branch as agent, security agent, global co-ordinator and bookrunner and Citibank N.A.,London Branch as export credit agent, global co-ordinator, bookrunner and export credit agent co-ordinator, guaranteed byGasLog Ltd. and GasLog Carriers; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and CapitalResources—Borrowing Activities—Credit Facilities”.(f)Senior Facility Agreement dated February 18, 2016, relating to a $396,500,000 loan facility among GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd. as borrowers, ABN AMRO Bank N.V. andDNB (UK) Ltd. as mandated lead arrangers, original lenders and bookrunners, DVB Bank America N.V as mandated leadarranger and original lender, Commonwealth Bank of Australia, ING Bank N.V., London Branch, Credit Agricole Corporate andInvestment Bank, National Australia Bank Limited as original lenders and DNB Bank ASA, London Branch as agent and securityagent; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—BorrowingActivities—Credit Facilities”.(g)Form of Corporate Guarantee between GasLog Ltd. and DNB Bank ASA, London Branch (provided in respect of the SeniorFacility Agreement, dated February 18, 2016); please see “Item 5. Operating and Financial Review and Prospects—B. Liquidityand Capital Resources—Borrowing Activities—Credit Facilities”.(h)Form of Corporate Guarantee between GasLog Partners LP and DNB Bank ASA, London Branch (provided in respect of theSenior Facility Agreement, dated February 18, 2016); please see “Item 5. Operating and Financial Review and Prospects—B.Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.(i)Facilities Agreement dated July 19, 2016, relating to $1,050,000,000 Term Loan and Revolving Credit Facilities among GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-seven Ltd., GAS-eight Ltd., GAS-nine Ltd., GAS-ten Ltd. and GAS-fifteen Ltd. asborrowers, Citigroup Global Market Limited, Credit Suisse AG, Nordea Bank AB, London Branch, Skandinaviska EnskildaBanken AB (publ), HSBC Bank plc, ING Bank N.V., London Branch, Danmarks Skibskredit A/S and The Korea DevelopmentBank as mandated lead arrangers and DVB Bank America N.V. as arranger with Nordea Bank AB, London Branch as agent andsecurity agent; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.Table of Contents108(j)Facilities Agreement dated February 20, 2019, relating to $450,000,000 Revolving Credit Facility among GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., Gas-sixteen Ltd., GAS-seventeen Ltd., as borrowers, Credit Suisse AG, Nordea Bank Abp, Filial INorge, The IyoBank, Ltd. Singapore Branch as the Original Lenders with Nordea Bank Abp, Filial I Norge as agent and thesecurity agent, and Credit Suisse AG as mandated lead arranger, global co-ordinator and bookrunner, guaranteed by GasLogPartners LP and GasLog Partners Holdings LLC.; please see “Item 5. Operating and Financial Review and Prospects—B.Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.(k)Facility Agreement dated June 25, 2019, relating to $130,000,000 Term Loan Facility among GasLog Hellas-1 Special MaritimeEnterprise as Borrower, ABN Amro Bank N.V. and Oversea-Chinese Banking Corporation Limited as mandated lead arrangersand ABN Amro Bank N.V. as agent and the security agent; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.(l)Form of Corporate Guarantee between GasLog Ltd. and ABN Amro Bank N.V. (provided in respect of the GasLog WarsawFacility, dated June 25, 2019); please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and CapitalResources—Borrowing Activities—Credit Facilities”.(m)Facility Agreement dated December 12, 2019, relating to $1,052,791,260 Loan Facilities among GAS-twenty eight Ltd.; GAS-thirty Ltd., GAS-thirty one Ltd., GAS-thirty two Ltd., GAS-thirty three Ltd., GAS-thirty four Ltd., and GAS-thirty five Ltd., asborrowers, Citibank, N.A. London Branch, DNB (UK) Ltd., Skandinaviska Enskilda Banken AB (publ), Bank of AmericaNational Association, Commonwealth Bank of Australia, KfW IPEX-Bank GmbH, National Australia Bank Limited, Oversea-Chinese Banking Corporation Limited, Societe Generale, London Branch, Standard Chartered Bank, BNP Paribas Seoul Branchand The Korea Development Bank as Mandated Lead Arrangers; Citibank, N.A. London Branch, DNB (UK) Ltd., SkandinaviskaEnskilda Banken AB (publ), KfW IPEX-Bank GmbH, National Australia Bank Limited, Oversea-Chinese Banking CorporationLimited, Societe Generale, London Branch, Standard Chartered Bank, BNP Paribas Seoul Branch and The Korea DevelopmentBank as bookrunners; DNB Bank ASA, London Branch as Agent and security agent; Citibank N.A., London Branch as ECAAgent and ECA Co-ordinator; Citibank N.A. London Branch and DNB (UK) Ltd., as Global Co-ordinators and GasLog Ltd.,GasLog Carriers, GasLog Partners LP and GasLog Partners Holdings LLC as Guarantors; please see “Item 5. Operating andFinancial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.(n)Facility Agreement dated July 16, 2020, relating to $576,887,500 loan facility among GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd. and GAS-eighteen Ltd. as borrowers, ABN Amro Bank N.V., Citigroup Global MarketsLimited, Nordea Bank ABP, Filial I Norge and HSBC Bank PLC as mandated lead arrangers and Credit Agricole Corporate andInvestment Bank, Unicredit Bank AG and National Australia Bank Limited as arrangers, with ABN Amro Bank N.V. as agentand security agent and ABN Amro Bank N.V., Citigroup Global Markets Limited and Nordea Bank ABO, Filial I Norge asbookrunners, guaranteed by GasLog Ltd., GasLog Carriers, GasLog Partners LP and GasLog Partners Holdings LLC; please see“Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—CreditFacilities”.(o)Facility Agreement dated July 16, 2020, relating to $260,331,250 loan facility among GAS-twenty Ltd., GAS-seven Ltd. andGAS-eight Ltd., as borrowers, BNP Paribas and Credit Suisse AG, as mandated lead arrangers, with BNP Paribas as agent andsecurity agent and Credit Suisse AG as global co-ordinator and bookrunner, guaranteed by GasLog Partners LP and GasLogPartners Holdings LLC; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.(p)Facility Agreement dated July 16, 2020, relating to $200,000,000 loan facility among GAS-twenty seven Ltd., GAS-twentyone Ltd. and GAS-nineteen Ltd., as borrowers, DNB (UK) Ltd. and ING Bank N.V., London Branch, as mandated lead arrangers,with DNB Bank ASA, London Branch as agent and security agent, DNB (UK) Ltd. and ING Bank N.V., London Branch asbookrunners and ING Bank N.V, London Branch as structuring and documentation bank, guaranteed by GasLog Partners LP,GasLog Partners Holdings LLC, GasLog Ltd. and GasLog Carriers; please see “Item 5. Operating and Financial Review andProspects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities”.Table of Contents109(q)Facility Agreement dated July 30, 2020, relating to a $96,800,000 loan facility among GAS-fifteen Ltd. as Borrower and NationalBank of Greece S.A. as Arranger, Agent and Security Agent, guaranteed by GasLog Ltd. and GasLog Carriers; please see “Item5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—CreditFacilities”.(r)Agreement and Plan of Merger dated February 21, 2021 (and as subsequently amended on April 20, 2021) among GasLog Ltd.,GEPIF III Crown Bidco L.P. and GEPIF III Crown MergerCo Limited; please see “Item 7. Major Shareholders and Related PartyTransactions—B. Related Party Transactions—Merger Agreement”.(s)Rollover Agreement dated February 21, 2021 among GasLog Ltd., GEPIF III Crown Bidco L.P. and the Rolling Shareholders,and the Shareholders Agreement attached as Exhibit A thereto; please see “Item 7. Major Shareholders and Related PartyTransactions—B. Related Party Transactions—Shareholders’ Agreement”.D. Exchange Controls and Other Limitations Affecting Security HoldersUnder Bermuda law, there are currently no restrictions on the export or import of capital, including foreign exchange controls orrestrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. Thisdesignation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no exchange control restrictionson our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S.residents who are holders of our common shares.Under Bermuda law, “exempted” companies are companies formed for the purpose of conducting business outside Bermuda from aprincipal place of business in Bermuda. As an exempted company, we may not, without a license or consent granted by the Minister ofFinance, participate in certain business transactions, including transactions involving Bermuda landholding rights and the carrying on ofbusiness of any kind, for which we are not licensed in Bermuda.E. Tax ConsiderationsBermuda Tax ConsiderationsThe following discussion summarizes the material Bermuda tax consequences to us of our activities and, subject to the limitationsdescribed above, to you as a holder of our shares. At the present time, there is no Bermuda income or profits tax, withholding tax, capitalgains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. We haveobtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 of Bermuda,as amended, that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed onany 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, beapplicable to us or to any of our operations or to our shares, debentures or other obligations except insofar as such tax applies to personsordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. Given the limitedduration of the Bermuda Minister of Finance’s assurance, we can give no assurance that we will not be subject to any Bermuda tax afterMarch 31, 2035.Material U.S. Federal Income Tax ConsiderationsThe following discussion summarizes the material U.S. Federal income tax consequences to us of our activities and, subject to thelimitations described above, to you as a holder of our common shares or Preference Shares. For purposes of this tax discussion, “we” or“our” refer to GasLog Ltd.The following discussion of U.S. Federal income tax matters is based on the Code, judicial decisions, administrative pronouncements,and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly withretroactive effect. This discussion does not address any U.S. state or local taxes. You are encouraged to consult your own tax advisorregarding the particular U.S. Federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing ofour common shares or Preference Shares that may be applicable to you.Table of Contents110U.S. Taxation of Our Operating IncomeWe have elected to treat a majority of our subsidiaries as disregarded entities for U.S. Federal income tax purposes. The entities thatare considered disregarded entities for U.S. Federal income tax purposes should be treated as branches rather than corporations for U.S.Federal income tax purposes. Currently, no election has been filed to treat GasLog LNG Services Ltd., GasLog Services UK Ltd., GasLogAsia Pte. Ltd., GasLog Investments Ltd., GasLog Monaco S.A.M., GasLog Shipping Limited, GasLog Shipping Company Ltd., and EgyptLNG Shipping Ltd. as disregarded entities for U.S. Federal income tax purposes. As a result, these entities and GasLog Services U.S. Inc.will continue to be treated as corporations for U.S. Federal income tax purposes.U.S. Taxation of Shipping IncomeSubject to the discussion of “effectively connected” income below, unless we are exempt from U.S. Federal income tax under therules contained in Section 883 of the Code, we will be subject to U.S. Federal income tax under the rules of Section 887 of the Code,which imposes on us a 4% U.S. Federal income tax in respect of our U.S. source gross transportation income (without the allowance fordeductions).For this purpose, U.S. source gross transportation income includes 50% of the shipping income that is attributable to transportationthat begins or ends (but that does not both begin and end) in the United States (such 50% being “U.S. Source International TransportationIncome”). The other 50% of the income described in the first sentence of this paragraph would not be subject to U.S. income tax. Shippingincome attributable to transportation exclusively between non-U.S. ports is generally not subject to any U.S. Federal income tax.For this purpose, “shipping income” means income that is derived from:(i)the use of ships;(ii)the hiring or leasing of ships for use on a time, operating or bareboat charter basis;(iii)the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture we directly orindirectly own or participate in that generates such income; or(iv)the performance of services directly related to those uses.Under Section 883 of the Code and the regulations thereunder, we will be exempt from U.S. Federal income tax on our U.S. sourcegross transportation income if:(i)we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporationsorganized in the United States; and(ii)either(a)more than 50% of the value of our shares is owned, directly or indirectly, by individuals who are “residents” of ourcountry of organization or of another foreign country that grants an equivalent exemption to corporations organized inthe United States (the “50% Ownership Test”), or(b)our shares are “primarily and regularly traded on an established securities market” in our country of organization, inanother country that grants an equivalent exemption to U.S. corporations, or in the United States (the “Publicly-TradedTest”).We do not expect to qualify for the statutory tax exemption for the year of 2022 or for future years. For any tax year in which we arenot entitled to the exemption under Section 883, we would be subject to the 4% U.S. federal income tax under Section 887 on our U.S.Source International Transportation Income (subject to the discussion of “effectively connected income” below).Table of Contents111For 2022, our accrued U.S. source gross transportation tax for the wholly owned subsidiaries of GasLog, was $4.3 million. Inaddition, our U.S. source gross transportation income in future years that is considered to be “effectively connected” with the conduct of aU.S. trade or business is subject to the U.S. corporate income tax currently imposed at rate of up to 21% (net of applicable deductions). Inaddition, we may be subject to the 30% U.S. “branch profits” tax on earnings effectively connected with the conduct of such trade orbusiness, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct ofour U.S. trade or business.Our U.S. source gross transportation income would be considered effectively connected with the conduct of a U.S. trade or businessonly if:(i)we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. sourcegross transportation income; and(ii)substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such asthe operation of a ship that followed a published schedule with repeated sailings at regular intervals between the same pointsfor voyages that begin or end in the United States.We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in having, sucha fixed place of business in the United States or any ship sailing to or from the United States on a regularly scheduled basis.In addition, income attributable to transportation that both begins and ends in the United States is not subject to the tax rules describedabove. Such income is subject to either a 30% gross-basis tax or to U.S. corporate income tax on net income at a rate of up to 21% (andthe branch profits tax discussed above). Although there can be no assurance, we do not expect to engage in transportation that producesshipping income of this type.Taxation of Gain on Sale of Shipping AssetsRegardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to U.S. Federal incometaxation with respect to gain realized on a sale of a ship, provided the sale is considered to occur outside of the United States (asdetermined under U.S. tax principles). In general, a sale of a ship will be considered to occur outside of the United States for this purposeif title to the ship (and risk of loss with respect to the ship) passes to the buyer outside of the United States. We expect that any sale of aship will be so structured that it will be considered to occur outside of the United States.U.S. Federal Income Taxation of U.S. HoldersYou are a “U.S. holder” if you are a beneficial owner of our common shares or Preference Shares that owns (actually orconstructively) less than 10% of our equity and you are (i) a U.S. citizen or resident, (ii) a U.S. corporation (or other U.S. entity taxable asa corporation), (iii) an estate the income of which is subject to U.S. Federal income taxation regardless of its source or (iv) a trust if (x) acourt within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. personshave the authority to control all substantial decisions of the trust or (y) the trust has a valid election in effect to be treated as a U.S. Federalincome tax purposes.If a partnership holds our common shares or Preference Shares, the tax treatment of a partner will generally depend upon the status ofthe partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares or Preference Shares,you should consult your tax advisor.Distributions on Our Common Shares and Preference SharesSubject to the discussion of “passive foreign investment companies”, or “PFICs”, below, any distributions with respect to ourcommon shares or Preference Shares that you receive from us generally will constitute dividends to the extent of our current oraccumulated earnings and profits (as determined under U.S. tax principles). Distributions in excess of our earnings and profits will betreated first as a nontaxable return of capital to the extent of your tax basis in our common shares or Preference Shares (on a dollar-for-dollar basis) and thereafter as capital gain.Table of Contents112If you are a U.S. corporation (or a U.S. entity taxable as a corporation), you generally will not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us.Dividends paid with respect to our common shares or Preference Shares will generally be treated as “passive category income” forpurposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income” taxed at amaximum preferential rate of 15% or 20%, depending on the income level of the individual, provided that:(i)our common shares or Preference Shares, as the case may be, are readily tradable on an established securities market in theUnited States (such as the NYSE);(ii)we are not a PFIC for the tax year during which the dividend is paid or the immediately preceding tax year (see thediscussion below under “—PFIC Status and Significant Tax Consequences”);(iii)you own our common shares or Preference Shares for more than 60 days in the 121-day period beginning 60 days before thedate on which the common shares or Preference Shares become ex-dividend;(iv)you are not under an obligation to make related payments with respect to positions in substantially similar or relatedproperty; and(v)certain other conditions are met.Special rules may apply to any “extraordinary dividend”. Generally, an extraordinary dividend is a dividend in an amount that is equalto (or in excess of) 10% of your adjusted tax basis (or fair market value in certain circumstances) in a share of our common shares (5% inthe case of Preference Shares). If we pay an extraordinary dividend on our common shares or Preference Shares that is treated as“qualified dividend income” and if you are an individual, estate or trust, then any loss derived by you from a subsequent sale or exchangeof such common shares or Preference Shares will be treated as long-term capital loss to the extent of such dividend.There is no assurance that dividends you receive from us will be eligible for the preferential tax rates applicable to qualified dividendincome. Dividends you receive from us that are not eligible for the preferential tax rates will be taxed at the ordinary income rates.Sale, Exchange or Other Disposition of Common Shares and Preference SharesProvided that we are not a PFIC for any tax year, you generally will recognize taxable gain or loss upon a sale, exchange or otherdisposition of our common shares or Preference Shares in an amount equal to the difference between the amount realized by you fromsuch sale, exchange or other disposition and your tax basis in such shares. Such gain or loss will be treated as long-term capital gain orloss if your holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss willgenerally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Your ability to deduct capital lossesagainst ordinary income is subject to limitations.Unearned Income Medicare Contribution TaxEach U.S. holder who is an individual, estate or trust is generally subject to a 3.8% Medicare tax on the lesser of (i) such U.S. holder’s“net investment income” for the relevant tax year, and (ii) the excess of such U.S. holder’s modified adjusted gross income for the tax yearover a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’scircumstances). For this purpose, net investment income generally includes dividends on and capital gains from the sale, exchange or otherdisposition of our common shares or Preference Shares, subject to certain exceptions. You are encouraged to consult your own tax advisorregarding the applicability of the Medicare tax to your income and gains from your ownership of our common shares or Preference Shares.Table of Contents113PFIC Status and Significant Tax ConsequencesIn GeneralSpecial U.S. Federal income tax rules apply to you if you hold shares in a non-U.S. corporation that is classified as a PFIC for U.S.Federal income tax purposes. In general, under Section 1297 of the Code, we will be treated as a PFIC in any tax year in which, afterapplying certain look-through rules, either:(i)at least 75% of our gross income including our proportionate share of the gross income of our vessel-owning subsidiaries forsuch tax year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the activeconduct of a rental business); or(ii)at least 50% of the average value of our assets including our proportionate share of the assets of our vessel-owningsubsidiaries during such tax year that produce, or are held for the production of, passive income.Income we earn, or are deemed to earn, in connection with the performance of services will not constitute passive income. Bycontrast, rental income will generally constitute passive income (unless we are treated under certain special rules as deriving our rentalincome in the active conduct of a trade or business).There are legal uncertainties involved in determining whether the income derived from time chartering activities constitutes rentalincome or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.2d 299 (5th Cir. 2009), the FifthCircuit held that income derived from certain time chartering activities should be treated as rental income rather than services income forpurposes of a provision of the Code relating to foreign sales corporations. In published guidance, however, the IRS stated that it disagreedwith the holding in Tidewater, and specified that time charters should be treated as service contracts. Since we have chartered all our shipsto unrelated charterers on the basis of time charters and since we expect to continue to do so, we believe that we are not a PFIC. We havereceived an opinion from our counsel, Cravath, Swaine & Moore LLP, that (i) the income we receive from time charters and the assetsengaged in generating such income should not be treated as passive income or assets which produce (or are held for the production of)passive income, respectively, and (ii) we should currently not be a PFIC and in the future, assuming no material change in the nature of ouractivities and assets. This opinion is based and its accuracy is conditioned on representations, valuations and projections provided by usregarding the nature of our assets, income and charters to our counsel. While we believe these representations, valuations and projectionsto be accurate, the shipping market is volatile and no assurance can be given that they will continue to be accurate. Moreover, we have notsought, and we do not expect to seek, an IRS ruling on this matter. As a result, the IRS or a court could disagree with our position. Noassurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to theextent possible, being classified as a PFIC with respect to any tax year, we can give no assurance that the nature of our operations will notchange in the future, or that we can avoid PFIC status in the future.If we were to be treated as a PFIC for any tax year, you generally would be subject to one of three different U.S. Federal income taxregimes, as discussed below, depending on whether or not you make certain elections. Additionally, for each year during which you ownour common shares or Preference Shares, we are a PFIC and the total value of all PFIC stock that you directly or indirectly own exceedscertain thresholds, you will be required to file IRS Form 8621 with your U.S. Federal income tax return to report your ownership of ourcommon shares or Preference Shares.The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annualPFIC reporting requirement.Table of Contents114Taxation of U.S. Holders Making a Timely QEF ElectionIf we were a PFIC and if you make a timely election to treat us as a “Qualifying Electing Fund” for U.S. tax purposes (a “QEFElection”), you would be required to report each year your pro rata share of our ordinary earnings and our net capital gain for our tax yearthat ends with or within your tax year, regardless of whether we make any distributions to you. Such income inclusions would not beeligible for the preferential tax rates applicable to qualified dividend income (as discussed above under “U.S. Federal Income Taxation ofU.S. Holders—Distributions on Our Common Shares and Preference Shares”). Your adjusted tax basis in our common shares orPreference Shares would be increased to reflect such taxed but undistributed earnings and profits. Distributions of earnings and profits thathad previously been taxed would result in a corresponding reduction in your adjusted tax basis in our common shares or Preference Sharesand would not be taxed again once distributed. You generally would recognize capital gain or loss on the sale, exchange or otherdisposition of our common shares or Preference Shares. Even if you make a QEF Election for one of our tax years, if we were a PFIC for aprior tax year during which you held our common shares or Preference Shares and for which you did not make a timely QEF Election, youwould also be subject to a more adverse regime described below under “—Taxation of U.S. Holders That Make No Election”.You would make a QEF Election by completing and filing IRS Form 8621 with your U.S. Federal income tax return for the year forwhich the election is made in accordance with the relevant instructions. If we were to become aware that we were to be treated as a PFICfor any tax year, we would notify all U.S. holders of such treatment and would provide all necessary information to any U.S. holder whorequests such information in order to make the QEF Election described above with respect to us.Taxation of U.S. Holders Making a Timely “Mark-to-Market” ElectionAlternatively, if we were to be treated as a PFIC for any tax year and, as we believe, our common shares or Preference Shares aretreated as “marketable stock”, you would be allowed to make a “mark-to-market” election with respect to our common shares orPreference Shares, provided you complete and file IRS Form 8621 with your U.S. Federal income tax return for the year for which theelection is made in accordance with the relevant instructions. If that election is made, you generally would include as ordinary income ineach tax year the excess, if any, of the fair market value of our common shares or Preference Shares at the end of the tax year over youradjusted tax basis in our common shares or Preference Shares. You also would be permitted an ordinary loss in respect of the excess, ifany, of your adjusted tax basis in our common shares or Preference Shares over its fair market value at the end of the tax year (but only tothe extent of the net amount previously included in income as a result of the mark-to-market election). Your tax basis in our commonshares or Preference Shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or otherdisposition of our common shares or Preference Shares would be treated as ordinary income, and any loss realized on the sale, exchange orother disposition of the common shares or Preference Shares would be treated as ordinary loss to the extent that such loss does not exceedthe net mark-to-market gains previously included by you.Taxation of U.S. Holders That Make No ElectionFinally, if we were treated as a PFIC for any tax year and if you did not make either a QEF Election or a “mark-to-market” electionfor that year, you would be subject to special rules with respect to (i) any excess distribution (that is, the portion of any distributionsreceived by you on our common shares or Preference Shares in a tax year in excess of 125% of the average annual distributions receivedby you in the three preceding tax years, or, if shorter, your holding period for our common shares or Preference Shares) and (ii) any gainrealized on the sale, exchange or other disposition of our common shares or Preference Shares. Under these special rules:(i)the excess distribution or gain would be allocated ratably over your aggregate holding period for our common shares orPreference Shares;(ii)the amount allocated to the current tax year and any tax year prior to the tax year we were first treated as a PFIC with respectto such U.S. holder who does not make a QEF Election or a “mark-to-market” election would be taxed as ordinary income;and(iii)the amount allocated to each of the other tax years would be subject to tax at the highest rate of tax in effect for theapplicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed withrespect to the resulting tax attributable to each such other tax year.Table of Contents115U.S. Federal Income Taxation of Non-U.S. HoldersYou are a “non-U.S. holder” if you are a beneficial owner of our common shares or Preference Shares (other than a partnership forU.S. tax purposes) and you are not a U.S. holder.Distributions on Our Common Shares and Preference SharesYou generally will not be subject to U.S. Federal income or withholding taxes on a distribution received from us with respect to ourcommon shares or Preference Shares, unless the income arising from such distribution is effectively connected with your conduct of atrade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that income, thatincome generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the UnitedStates.Sale, Exchange or Other Disposition of Our Common Shares and Preference SharesYou generally will not be subject to U.S. Federal income tax or withholding tax on any gain realized upon the sale, exchange or otherdisposition of our common shares or Preference Shares, unless:(i)the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to thebenefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only ifit is attributable to a permanent establishment maintained by you in the United States; or(ii)you are an individual who is present in the United States for 183 days or more during the tax year of disposition and certainother conditions are met.Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subjectto U.S. Federal income tax (net of certain deductions) at regular U.S. Federal income tax rates. If you are a corporate non-U.S. holder,your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to anadditional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).United States Backup Withholding and Information ReportingIn GeneralIn general, if you are a non-corporate U.S. holder, dividend payments (or other taxable distributions) made within the United Stateswill be subject to information reporting requirements. Backup withholding may apply to such payments if you:(i)fail to provide an accurate taxpayer identification number;(ii)are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. Federalincome tax returns; or(iii)in certain circumstances, fail to comply with applicable certification requirements.If you are a non-U.S. holder, you may be required to establish your exemption from information reporting and backup withholding bycertifying your status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.If you sell our common shares or Preference Shares to or through a U.S. office or broker, the payment of the sales proceeds is subjectto both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, oryou otherwise establish an exemption. If you sell our common shares or Preference Shares through a non-U.S. office of a non-U.S. brokerand the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will notapply to that payment.Table of Contents116However, U.S. information reporting requirements (but not backup withholding) will apply to a payment of sales proceeds, even ifthat payment is made outside the United States, if you sell our common shares or Preference Shares through a non-U.S. office of a brokerthat is a U.S. person or has certain other connections with the United States.Backup withholding tax is not an additional tax. Rather, you generally may obtain a credit for any amount withheld against its liabilityfor U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by accurately completing and timelyfiling certain required information with the IRS.Tax Return DisclosureU.S. individuals who hold certain “specified foreign financial assets” (which include shares in a foreign corporation) with values inexcess of certain dollar thresholds are subject to U.S. return disclosure obligations (and related penalties for failure to disclose). Such U.S.individuals are required to file IRS Form 8938 with their U.S. Federal income tax returns. Regulations extend this reporting requirement tocertain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based oncertain objective criteria. You are encouraged to consult your own tax advisors concerning the filing of IRS Form 8938.F. Dividends and Paying AgentsNot applicable.G. Statement by ExpertsNot applicable.H. Documents on DisplayWe are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports andother information as a foreign private issuer with the SEC. You may obtain copies of all or any part of such materials from the SEC uponpayment of prescribed fees. You may also inspect reports and other information regarding companies, such as us, that file electronicallywith the SEC without charge at a web site maintained by the SEC at http://www.sec.gov.I. Subsidiary InformationNot applicable.ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to various market risks, including interest rate and foreign currency exchange risks. The Group makes use ofderivative financial instruments such as derivative contracts to maintain the desired level of exposure arising from these risks.A discussion of our accounting policies for derivative financial instruments is included in Note 2 to our audited consolidated financialstatements included elsewhere in this report. Further information on our exposure to market risk is included in Note 24 to our auditedconsolidated financial statements included elsewhere in this report.ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESNot applicable.Table of Contents117PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESThere has been no material default in the payment of principal, interest, sinking or purchase fund installments or any other materialdefault relating to the Group’s debt. There have been no arrears in payment of dividends on, or material delinquency with respect to, anyclass of preference shares of the Group.ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSNone.ITEM 15. CONTROLS AND PROCEDURESA. Disclosure Controls and ProceduresOur management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of ourdisclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2022. Basedon our evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures were effective as of December 31,2022.B. Management’s Annual Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term isdefined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act and for the assessment of the effectiveness of internal control over financialreporting. Our internal control over financial reporting are designed under the supervision of our CEO and CFO to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith International Financial Reporting Standards.Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of our financial statements in accordance with IFRS and that our receipts andexpenditures are being made in accordance with authorizations of our management and directors; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect onthe financial statements.Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on atimely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods aresubject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using criteria issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013framework). Based on the evaluation, our management concluded that our internal control over financial reporting was effective as ofDecember 31, 2022.C. Attestation Report of the Registered Public Accounting FirmFollowing the delisting of our common shares from the NYSE in June 2021, an attestation report of our registered public accountingfirm is not required.D. Changes in Internal Control over Financial ReportingDuring the period covered by this annual report, we have made no changes to our internal control over financial reporting that havematerially affected or are reasonably likely to materially affect our internal control over financial reporting.Table of Contents118ITEM 16. [RESERVED]ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERTJulian R. Metherell, whose biographical details are included in “Item 6. Directors, Senior Management and Employees—A. Directorsand Senior Management”, qualifies as an “audit committee financial expert”. Our board of directors has affirmatively determined thatMr. Metherell meets the definition of “independent director” for purposes of serving on an audit committee under applicable SEC andNYSE rules.ITEM 16.B. CODE OF ETHICSWe have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Company, a copy ofwhich is posted on our website and may be viewed at http://www.gaslogltd.com. The information contained on or connected to our websiteis not a part of this annual report. We will also provide a paper copy of this document upon the written request of a shareholder at no cost.Shareholders may direct their requests to the attention of our General Counsel, c/o GasLog LNG Services Ltd., 69 Akti Miaouli, 18537Piraeus, Greece. No waivers of the Code of Business Conduct and Ethics have been granted to any person during the fiscal year endedDecember 31, 2022.We have also adopted a Trading Policy that generally prohibits directors, officers, employees, controlling shareholders and theirrespective related parties (“Covered Persons”) from trading in securities of the Company while in possession of material non-publicinformation regarding the Company, or in securities of any other company while in possession of material non-public informationregarding that company, which knowledge was obtained in the course of service to or employment with GasLog. The Trading Policy alsoimposes certain pre-clearance requirements and quarterly blackout periods. In addition, among other things, the Trading Policy generallyprohibits Covered Persons from (i) trading in equity securities of the Company on a short-term basis, (ii) purchasing securities of theCompany on margin, (iii) purchasing or selling derivatives related to securities of the Company (except for certain “permitted hedgingderivatives”, which the Trading Policy defines as any derivative transaction to (x) hedge a position in Company securities held by therelevant Covered Person for more than 12 months, (y) with respect to the number of Company securities less than or equal to the amountsuch Covered Person could sell at such time in compliance with Rule 144 under the Securities Act of 1933, as amended, and (z) otherwisein compliance with the terms of the Trading Policy) and (iv) selling Company securities short (other than short sales effected by anindependent financial institution that is party to a permitted hedging derivative, in accordance with its own standard practices andprocedures, for the purpose of hedging its own position as a party to, or facilitating the entry by a Covered Person into, such permittedhedging derivative).ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICESDeloitte Certified Public Accountants S.A. (PCAOB ID No. 1163), an independent registered public accounting firm, has audited ourannual financial statements acting as our independent auditor for the fiscal years ended December 31, 2022 and 2021.The chart below sets forth the total amount billed and accrued for Deloitte Certified Public Accountants S.A. (PCAOB ID No. 1163)for services performed in 2021 and 2022 and breaks down these amounts by the category of service. The fees paid to our principalaccountant were approved in accordance with the pre-approval policies and procedures described below. 2021 2022(Expressed in millions of U.S. Dollars)Audit fees$ 1.0$ 0.8Total fees$ 1.0$ 0.8Audit FeesAudit fees represent compensation for professional services rendered for the audit of the consolidated financial statements of theCompany and the audit of the financial statements for its individual subsidiary companies, fees for the review of the quarterly financialinformation, as well as in connection with the review of registration statements and related consents and comfort letters, and any otherservices required for SEC or other regulatory filings.Table of Contents119Included in the audit fees for 2021 are fees of $0.1 million related to equity and bond related transactions in 2021.Tax FeesNo tax fees were billed by our principal accountant in 2021 and 2022.Audit-Related FeesNo audit-related fees were billed by our principal accountant in 2021 and 2022.All Other FeesNo other fees were billed by our principal accountant in 2021 and 2022.Pre-approval Policies and ProceduresOur audit and risk committee is responsible for the appointment, compensation (subject to any required shareholder approval orauthorization), retention and oversight of the work of the independent auditors. The audit and risk committee is also responsible forreviewing and approving in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services.ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSSet forth below are all purchases of our preference shares by our affiliated purchasers for the period ended December 31, 2022.Total Number of Maximum Shares Number of Purchased Shares that as Part of May Yet Be Total Publicly Purchased Number of Average Announced Under the Shares Price Paid Plans or Plans or Period Purchased per Share ($) Programs ProgramsFebruary 2022(1) 16,450$ 25.56 — —March 2022 (1) 62,736$ 25.75 — —May 2022 (1) 12,506$ 24.87 — —September 2022 (1) 6,000$ 24.84 — —November 2022 (1) 15,000$ 24.36 — —December 2022(1) 7,049$ 24.56 — —Total 119,741 — —(1)Entities controlled by Peter Livanos, for his own benefit and the benefit of his immediate family members, acquired these shares in open-market transactions.ITEM 16.F. CHANGE IN COMPANY’S CERTIFYING ACCOUNTANTNone.Table of Contents120ITEM 16.G. CORPORATE GOVERNANCEStatement of Significant Differences Between Our Corporate Governance Practices and the NYSE Corporate GovernanceStandards for U.S. Non-Controlled IssuersOverviewPursuant to certain exceptions for foreign private issuers, we are not required to comply with certain of the corporate governancepractices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE ListedCompany Manual and the requirements of Form 20-F, we are required to state any significant ways in which our corporate governancepractices differ from the practices required by the NYSE for U.S. companies. We believe that our established practices in the area ofcorporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. Thesignificant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are setforth below.Corporate Governance, Nominating CommitteePursuant to NYSE Rules 303A.04 and 303A.05, the NYSE requires that a listed U.S. company have a nominating/corporategovernance committee and a compensation committee, each composed entirely of independent directors. The NYSE rules do not requireforeign private issuers like us to establish a nominating/corporate governance committee. Similarly, under Bermuda law, we are notrequired to have a nominating/corporate governance committee. Accordingly, we do not have a nominating/corporate governancecommittee.ITEM 16.H. MINE SAFETY DISCLOSURENot applicable.Table of Contents121PART IIIITEM 17. FINANCIAL STATEMENTSNot applicable.ITEM 18. FINANCIAL STATEMENTSReference is made to pages F-1 through F-68 included herein by reference.ITEM 19. EXHIBITSExhibit No. Description1.1Amended Memorandum of Association of GasLog Ltd.(9)1.2Bye-laws of GasLog Ltd.(9)2.2Description of Registered Securities.(11)4.3Appendix to the Private Agreement of Professional Hiring (English translation), dated December 1, 2010 and October 1,2011, between Nea Dimitra Ktimatikh Kai Emporikh S.A. and GasLog LNG Services Ltd.(1)4.4Form of Indemnification Agreement for the Company’s directors and certain officers(4)4.5Form of Restrictive Covenant Agreement(1)4.6GasLog Ltd. 2013 Omnibus Incentive Compensation Plan(3)4.7Facilities Agreement for $1,311,356,340 Loan Facilities dated October 16, 2015 between GAS-eleven Ltd., GAS-twelveLtd., GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-twenty two Ltd., GAS-twenty three Ltd., GAS-twenty four Ltd., GAS-twenty five Ltd., as borrowers, Citibank, N.A., London Branch, Nordea Bank AB, London Branch, The Export-ImportBank of Korea, Bank of America, National Association, BNP Paribas, Credit Agricole Corporate and Investment Bank,Credit Suisse AG, HSBC Bank plc, ING Bank N.V., London Branch, KEB Hana Bank, London Branch, KfW IPEX-BankGmbH, National Australia Bank Limited, Oversea-Chinese Banking Corporation Limited, Societe Generale and TheKorea Development Bank as mandated lead arrangers with Nordea Bank AB, London Branch as agent, security agent,global co-ordinator and bookrunner and Citibank N.A., London Branch as export credit agent, global co-ordinator,bookrunner and export credit agent co-ordinator, guaranteed by GasLog Ltd. and GasLog Carriers(4)*4.8Facilities Agreement dated February 20, 2019, relating to $450,000,000 Revolving Credit Facility among GAS-three Ltd.,GAS-four Ltd., GAS-five Ltd., Gas-sixteen Ltd., GAS-seventeen Ltd., as borrowers, Credit Suisse AG, Nordea Bank Abp,Filial I Norge, The IyoBank, Ltd. Singapore Branch as the Original Lenders with Nordea Bank Abp, Filial I Norge asagent and the security agent, and Credit Suisse AG as mandated lead arranger, global co-ordinator and bookrunner,guaranteed by GasLog Partners LP and GasLog Partners Holdings LLC.(5)*4.9Facility Agreement dated June 25, 2019, relating to $130,000,000 Term Loan Facility among GasLog Hellas-1 SpecialMaritime Enterprise as Borrower, ABN Amro Bank N.V. and Oversea-Chinese Banking Corporation Limited as mandatedlead arrangers and ABN Amro Bank N.V. as agent and the security agent; please see “Item 5. Operating and FinancialReview and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities” (11)**4.10Form of Corporate Guarantee between GasLog Ltd. and ABN Amro Bank N.V. (provided in respect of the GasLogWarsaw Facility, dated June 25, 2019); please see “Item 5. Operating and Financial Review and Prospects—B. Liquidityand Capital Resources—Borrowing Activities—Credit Facilities” (11)**Table of Contents1224.11Facility Agreement dated December 12, 2019, relating to $1,052,791,260 Loan Facilities among GAS-twenty eight Ltd.;GAS-thirty Ltd., GAS-thirty one Ltd., GAS-thirty two Ltd., GAS-thirty three Ltd., GAS-thirty four Ltd., and GAS-thirtyfive Ltd., as borrowers, Citibank, N.A. London Branch, DNB (UK) Ltd., Skandinaviska Enskilda Banken AB (publ), Bankof America National Association, Commonwealth Bank of Australia, KfW IPEX-Bank GmbH, National Australia BankLimited, Oversea-Chinese Banking Corporation Limited, Societe Generale, London Branch, Standard Chartered Bank,BNP Paribas Seoul Branch and The Korea Development Bank as Mandated Lead Arrangers; Citibank, N.A. LondonBranch, DNB (UK) Ltd., Skandinaviska Enskilda Banken AB (publ), KfW IPEX-Bank GmbH, National Australia BankLimited, Oversea-Chinese Banking Corporation Limited, Societe Generale, London Branch, Standard Chartered Bank,BNP Paribas Seoul Branch and The Korea Development Bank as bookrunners; DNB Bank ASA, London Branch as Agentand security agent; Citibank N.A., London Branch as ECA Agent and ECA Co-ordinator; Citibank N.A. London Branchand DNB (UK) Ltd., as Global Co-ordinators and GasLog Ltd., GasLog Carriers, GasLog Partners LP and GasLogPartners Holdings LLC as Guarantors; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidityand Capital Resources—Borrowing Activities—Credit Facilities”(7)**4.12Facility Agreement dated July 16, 2020, relating to $576,887,500 loan facility among GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd. and GAS-eighteen Ltd. as borrowers, ABN Amro Bank N.V., Citigroup GlobalMarkets Limited, Nordea Bank ABP, Filial I Norge and HSBC Bank PLC as mandated lead arrangers and Credit AgricoleCorporate and Investment Bank, Unicredit Bank AG and National Australia Bank Limited as arrangers, with ABN AmroBank N.V. as agent and security agent and ABN Amro Bank N.V., Citigroup Global Markets Limited and Nordea BankABO, Filial I Norge as bookrunners, guaranteed by GasLog Ltd., GasLog Carriers, GasLog Partners LP and GasLogPartners Holdings LLC; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and CapitalResources—Borrowing Activities—Credit Facilities” **(7)4.13Facility Agreement dated July 16, 2020, relating to $260,331,250 loan facility among GAS-twenty Ltd., GAS-seven Ltd.and GAS-eight Ltd., as borrowers, BNP Paribas and Credit Suisse AG, as mandated lead arrangers, with BNP Paribas asagent and security agent and Credit Suisse AG as global co-ordinator and bookrunner, guaranteed by GasLog Partners LPand GasLog Partners Holdings LLC; please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity andCapital Resources—Borrowing Activities—Credit Facilities” **(8)4.14Facility Agreement dated July 16, 2020, relating to $200,000,000 loan facility among GAS-twenty seven Ltd., GAS-twenty one Ltd. and GAS-nineteen Ltd., as borrowers, DNB (UK) Ltd. and ING Bank N.V., London Branch, as mandatedlead arrangers, with DNB Bank ASA, London Branch as agent and security agent, DNB (UK) Ltd. and ING Bank N.V.,London Branch as bookrunners and ING Bank N.V, London Branch as structuring and documentation bank, guaranteed byGasLog Partners LP, GasLog Partners Holdings LLC, GasLog Ltd. and GasLog Carriers; please see “Item 5. Operatingand Financial Review and Prospects—B. Liquidity and Capital Resources—Borrowing Activities—Credit Facilities” **(8)4.15Facility Agreement dated July 30, 2020, relating to a $96,800,000 loan facility among GAS-fifteen Ltd. as Borrower andNational Bank of Greece S.A. as Arranger, Agent and Security Agent, guaranteed by GasLog Ltd. and GasLog Carriers;please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—BorrowingActivities—Credit Facilities”. **(10)4.20Agreement and Plan of Merger dated February 21, 2021 among GasLog Ltd., GEPIF III Crown Bidco L.P. and GEPIF IIICrown MergerCo Limited; please see “Item 7. Major Shareholders and Related Party Transactions—B. Related PartyTransactions—Merger Agreement”(9)4.21Rollover Agreement dated February 21, 2021 among GasLog Ltd., GEPIF III Crown Bidco L.P. and the RollingShareholders; please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Merger Agreement”(9)8.1List of Subsidiaries of GasLog Ltd.12.1Rule 13a-14(a)/15d-14(a) Certification of GasLog Ltd.’s Chief Executive Officer12.2Rule 13a-14(a)/15d-14(a) Certification of GasLog Ltd.’s Chief Financial Officer13.1GasLog Ltd. Certification of Paolo Enoizi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 200213.2GasLog Ltd. Certification of Achilleas Tasioulas, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 200215.1Consent of Deloitte LLP15.2Consent of Deloitte Certified Public Accountants S.A.101.INSXBRL Instance Document101.SCHXBRL Taxonomy Extension Scheme101.CALXBRL Taxonomy Extension Scheme Calculation LinkbaseTable of Contents123101.DEFXBRL Taxonomy Extension Scheme Definition Linkbase101.LABXBRL Taxonomy Extension Scheme Label Linkbase101.PREXBRL Taxonomy Extension Scheme Presentation Linkbase104Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)(1)Previously filed as an exhibit to GasLog Ltd.’s Registration Statement on Form F-1 (File No. 333-179034), declared effective by the SEC on March 29, 2012, andhereby incorporated by reference to such Registration Statement.(2)Previously filed as an exhibit to GasLog Ltd.’s Report on Form 6-K (File No. 001-35466), filed with the SEC on May 24, 2013, and hereby incorporated by reference tosuch Report.(3)Previously filed as an exhibit to GasLog Ltd.’s Registration Statement on Form S-8 (File No. 333-187020), filed with the SEC on March 4, 2013, or an amendmentthereto, and hereby incorporated by reference to such Registration Statement.(4)Previously filed as an exhibit to GasLog Ltd.’s Annual Report on Form 20-F (File No. 001-35466), filed with the SEC on March 14, 2016, and hereby incorporated byreference to such Report.(5)Previously filed as an exhibit to GasLog Partners LP’s Annual Report on Form 20-F (File No. 001-36433), filed with the SEC on February 26, 2019, and herebyincorporated by reference to such Report.(6)Previously filed as Exhibit 10.1 to GasLog Partners LP’s Report on Form 6-K (File No. 001-36433), filed with the SEC on June 24, 2019, and hereby incorporated byreference to such Report.(7)Previously filed as an exhibit to GasLog Ltd.’s Report on Form 6-K (File No. 001-35466), filed with the SEC on August 5, 2020, and hereby incorporated by referenceto such Report.(8)Previously filed as Exhibit 10.1 to GasLog Partners LP’s Report on Form 6-K (File No. 001-36433), filed with the SEC on August 5, 2020, and hereby incorporated byreference to such Report.(9)Previously filed as an exhibit to GasLog Ltd.’s Report on Form 6-K (File No. 001-35466), filed with the SEC on March 3, 2021, and hereby incorporated by referenceto such Report.(10)Previously filed as an exhibit to GasLog Ltd.’s Report on Form 20-F (File No. 001-35466), filed with the SEC on March 5, 2021, and hereby incorporated by referenceto such Report.(11)Previously filed as an exhibit to GasLog Ltd.’s Report on Form 20-F (File No. 001-35466), filed with the SEC on March 9, 2022, and hereby incorporated by referenceto such Report.*Confidential material has been redacted and complete exhibits have been separately filed with the SEC.**Certain schedules have been omitted. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC,provided, however, that GasLog may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.The registrant hereby agrees to furnish to the SEC upon request a copy of any instrument relating to long-term debt that does not exceed 10% of the total assets of theCompany and its subsidiaries.Table of Contents124SIGNATUREThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorizedthe undersigned to sign this annual report on its behalf.GASLOG LTD.,By/s/ PAOLO ENOIZIName:Paolo EnoiziTitle:Chief Executive OfficerDated: March 3, 2023Table of ContentsF-1GASLOG LTD.INDEX TO CONSOLIDATED FINANCIAL STATEMENTSPageReport of Independent Registered Public Accounting Firm—Deloitte Certified Public Accountants S.A. (PCAOB ID No. 1163)F-2Report of Independent Registered Public Accounting Firm—Deloitte LLP (PCAOB ID No. 1147)F-5Consolidated statements of financial position as of December 31, 2021 and 2022F-6Consolidated statements of profit or loss for the years ended December 31, 2020, 2021 and 2022F-7Consolidated statements of comprehensive income or loss for the years ended December 31, 2020, 2021 and 2022F-8Consolidated statements of changes in equity for the years ended December 31, 2020, 2021 and 2022F-9Consolidated statements of cash flows for the years ended December 31, 2020, 2021 and 2022F-10Notes to the consolidated financial statementsF-12Table of ContentsF-2REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of GasLog Ltd.Opinion on the Financial StatementsWe have audited the accompanying consolidated statements of financial position of GasLog Ltd. and subsidiaries (the “Company”) as ofDecember 31, 2022 and 2021, the related consolidated statements of profit or loss, comprehensive income or loss, changes in equity, andcash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financialstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2022 and 2021, and the results of its operations and its cash flows for the two years in the period ended December 31, 2022,in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.The consolidated financial statements of the Company for the year ended December 31, 2020 were audited by other auditors whose report,dated March 5, 2021, expressed an unqualified opinion on those statements. However, we were not engaged to audit, review, or apply anyprocedures to the 2020 consolidated financial statements of the Company, and accordingly, we do not express an opinion or any other formof assurance on the 2020 consolidated financial statements taken as a whole.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) (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 toobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of ouraudits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding theamounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditsprovide a reasonable basis for our opinion.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that wascommunicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to thefinancial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical auditmatters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the criticalaudit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Tangible fixed assets — Impairment of vessels — Refer to Notes 2 and 6 to the financial statementsCritical Audit Matter DescriptionThe carrying value of vessels as of December 31, 2022, was $4,480.4 million, net of an impairment loss of $68.3 million recognized in2022.Table of ContentsF-3The Company’s vessels are evaluated for impairment when events or changes in circumstances indicate that the carrying value may not berecoverable, and conversely for reversal of impairment. For each vessel for which impairment indicators or impairment reversal indicatorsare identified, management estimates the recoverable amount, which is the higher of fair value less cost to sell and value in use andcompares it to the carrying value. As of December 31, 2022, negative indicators were identified with respect to the Group’s Steam vesselswhich triggered the existence of potential impairment of Steam vessels, with no impairment indicators identified with respect to theremaining owned and bareboat fleet as of December 31, 2022. The Company assesses value in use using discounted future cash flows,which requires management to make estimates and assumptions, the most significant of which is charter rates for non-contracted revenuedays and discount rate. Management identifies these as key assumptions to which the outcome of the impairment assessment is mostsensitive.At each reporting date, the Company reassesses its impairment assumptions and revises them as appropriate. In its impairment assessmentduring 2022, the Company compared each Steam vessel’s value in use applying the “expected cash flow” approach instead of the singlemost likely cash flow (“traditional approach”). The expected cash flow approach was considered more appropriate in light of theincreasing uncertainty pertaining to the business outlook for the Company’s four steam vessels. As of December 31, 2022, the Company’smanagement established its expectations for recovering each steam vessel’s carrying amount in the form of two alternative scenarios: (a)continued operation of the vessel until the end of its useful economic life or (b) sale (at fair value less costs to sell) post expiry of itscharter party agreement currently in effect. Appropriate probabilities were determined and assigned to each probable outcome, taking intoaccount management’s established strategic goals and tactical objectives with respect to Steam vessels’ operation and residual value riskmanagement. In both scenarios, estimated future cash flows are discounted to their present value using a discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have notbeen adjusted.We identified impairment of Steam vessels as a critical audit matter because of the significant judgments made by management to estimatethe discount rate and the charter rates for non-contracted revenue days which are particularly subjective as they involve assumptions aboutthe LNG shipping market through the end of the useful lives of the Steam vessels, and due to the sensitivity of the value in use calculationsto management’s assumptions. Performing audit procedures to evaluate the reasonableness of management’s estimates of charter rates fornon-contracted revenue days and the discount rate required a high degree of auditor judgment.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the charter rate assumption for non-contracted revenue days and discount rate used by management toestimate the recoverable amount of Steam vessels included the following:●We tested the controls over management’s estimation of the recoverable amount of Steam vessels for which impairmentindicators were identified, including controls over the assumption for the charter rate for non-contracted revenue days andthe discount rate.●With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, includingmanagement’s estimation method; testing the source information underlying the determination of the discount rate; themathematical accuracy of the discount rate calculation; and developing a range of independent estimates and comparingthose to the discount rate selected by management.●We assessed the Company’s use of the expected cash flow approach by obtaining evidence supporting its appropriateness aswell as contradictory evidence supporting the traditional approach.●We evaluated the reasonableness of charter rates for non-contracted revenue days up to December 31, 2023 by comparingmanagement’s assumptions for vessels to market data and considered actual time charters agreed with charterers for similarvessels.Table of ContentsF-4●We evaluated the reasonableness of management’s charter rate assumptions from January 1, 2023 through the end of eachSteam vessel’s useful life, for which very limited observable market data is available, by evaluating management’s rationaleand evidence for these assumptions, as follows:1.We re-assessed the rationale and evidence for the estimated long-term hire rate assumptions of other type of vessels andthe differential between the longer-term charter rates for each vessel type assumed by management, includingcomparison to historic new build prices, comparison of the differentials to actual charter rates and to market dataavailable about nearer term charter rates, with particular focus on the charter rate differentials between Steam and non-Steam vessels.2.We compared them with management’s assumptions for the period up to December 31, 2023 for which market data wasavailable and assessed the reasonableness of the changes in management’s charter rate assumptions over the forecastperiod in light of evidence gathered about the potential future evolution of the LNG shipping market, including forecastsand reports published by external industry experts.●We also considered other relevant evidence, including shipbrokers’ estimates of market values of Steam vessels that werelower than management’s estimates of values in use as of December 31, 2022.●We tested the mathematical accuracy of management’s value in use calculations and agreed the inputs to the sourceinformation and underlying assumptions used by management.●We assessed the sensitivity disclosures in Note 6 based on our own sensitivity analysis and checked management’scalculations of those sensitivities.●We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts./s/ Deloitte Certified Public Accountants S.A.Athens, GreeceMarch 3, 2023We have served as the Company’s auditor since 2021.Table of ContentsF-5REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of GasLog Ltd.Opinion on the Financial StatementsWe have audited the accompanying consolidated statements of profit or loss, comprehensive income or loss, changes in equity and cashflows of GasLog Ltd. and subsidiaries (the “Company”), for the year ended December 31, 2020, and the related notes (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of theCompany’s operations and its cash flows for the year ended December 31, 2020, in conformity with International Financial ReportingStandards as issued by the International Accounting Standards Board.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on theCompany's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations ofthe 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 toobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Ouraudit 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 theamounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditprovides a reasonable basis for our opinion./s/ Deloitte LLPLondon, United KingdomMarch 5, 2021We began serving as the Company’s auditor in 2014. In 2021 we became the predecessor auditor.Table of ContentsF-6GasLog Ltd. and its SubsidiariesConsolidated statements of financial positionAs of December 31, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) Note December 31, 2021 December 31, 2022Assets Non-current assets Goodwill 39,5119,511Investment in associates 523,50828,823Deferred financing costs5,5648,778Other non-current assets 104,8662,092Derivative financial instruments, non-current portion 261,91313,225Tangible fixed assets 65,002,8294,514,663Vessels under construction 622,939210,099Right-of-use assets 7363,035416,485Total non-current assets5,434,1655,203,676Current assetsTrade and other receivables 928,59522,897Amounts due from related parties 211861Derivative financial instruments, current portion 2659625,383Inventories8,3278,483Prepayments and other current assets5,7987,262Short-term cash deposits8—36,000Cash and cash equivalents 8282,246368,286Total current assets325,580468,372Total assets5,759,7455,672,048Equity and liabilities Equity Preference shares 114646Share capital 11954954Contributed surplus 11692,536658,888Reserves 1215,32216,464(Accumulated deficit)/retained earnings(65,117)108,685Equity attributable to owners of the Group 643,741785,037Non-controlling interests 4924,630936,741Total equity1,568,3711,721,778Current liabilities Trade accounts payable15,89219,725Ship management creditors 8,2111914Amounts due to related parties 212726Derivative financial instruments, current portion 2625,5182,834Other payables and accruals 14153,501166,932Borrowings, current portion 13553,161294,977Lease liabilities, current portion 730,90548,548Total current liabilities779,123533,056Non-current liabilitiesDerivative financial instruments, non-current portion 2628,6945,498Borrowings, non-current portion 133,105,0593,004,767Lease liabilities, non-current portion 7271,945287,828Other non-current liabilities66,553119,121Total non-current liabilities3,412,2513,417,214Total equity and liabilities5,759,7455,672,048The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-7GasLog Ltd. and its SubsidiariesConsolidated statements of profit or lossFor the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) Notes 2020 2021 2022Revenues18 674,089 809,577 915,625Voyage expenses and commissions 16 (21,883) (19,430) (14,260)Vessel operating and supervision costs 15 (148,235) (166,432) (170,591)Depreciation 6,7 (177,213) (202,953) (228,639)Impairment loss6(28,627)(153,669)(68,287)Loss on disposal of non-current assets6(572)(1,100)(406)General and administrative expenses 17 (47,249) (43,313) (35,007)Profit from operations 250,310 222,680 398,435Financial costs 19 (165,281) (166,955) (184,675)Financial income 19 726 142 4,118(Loss)/gain on derivatives 26 (84,658) 22,680 74,807Share of profit of associates 5 2,192 1,969 4,562Total other expenses, net (247,021) (142,164) (101,188)Profit for the year3,289 80,516 297,247Attributable to: Owners of the Group (44,948) 67,663 207,450Non-controlling interests 48,237 12,853 89,797 3,289 80,516 297,247The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-8GasLog Ltd. and its SubsidiariesConsolidated statements of comprehensive income or lossFor the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) Note 2020 2021 2022Profit for the year 3,289 80,516 297,247Other comprehensive (loss)/income: Items that may not be reclassified subsequently to profit or loss: Actuarial gain 57 — —Items that may be reclassified subsequently to profit or loss: Effective portion of changes in fair value of cash flow hedges, net of amountsrecycled to profit or loss 26 (750) (161) 384Other comprehensive (loss)/income for the year (693) (161) 384Total comprehensive income for the year 2,596 80,355 297,631Attributable to: Owners of the Group (45,641) 67,502 207,834Non-controlling interests 48,237 12,853 89,797 2,596 80,355 297,631The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-9GasLog Ltd. and its SubsidiariesConsolidated statements of changes in equityFor the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) (Accumulated Non - SharePreferenceContributedTreasurydeficit)/AttributablecontrollingcapitalsharessurplusReservessharesRetainedto owners ofinterests(Note 11)(Note 11)(Note 11)(Note 12)(Note 11) earningsthe Group(Note 4)TotalBalance as of January 1, 2020810 46 760,671 16,799 (2,159) (87,832) 688,335 961,518 1,649,853Proceeds from private placement, net of offering costs(Note 11)144—34,849———34,993—34,993Equity offering costs ———————(132)(132)Dividend declared (common and preference shares)(Note 12) ——(35,698)———(35,698)(56,859)(92,557)Share-based compensation, net of accrued dividend(Note 22) ———5,385——5,385—5,385Settlement of share-based compensation———(2,824)2,819—(5)—(5)Treasury shares, net or GasLog Partners’ common units(Notes 4 and 11) ————(2,000)—(2,000)(996)(2,996)(Loss)/profit for the year—————(44,948)(44,948)48,2373,289Other comprehensive loss for the year ———(693)——(693)—(693)Total comprehensive (loss)/income for the year ———(693)—(44,948)(45,641)48,2372,596Balance as of December 31, 202095446759,82218,667(1,340)(132,780)645,369951,7681,597,137Net proceeds from GasLog Partners' public offerings ofcommon units (Note 4)———————9,6339,633Repurchases of GasLog Partners’ preference units(Note 4)———————(18,388)(18,388)Dividend declared (common and preference shares)(Note 12)——(67,286)———(67,286)(31,236)(98,522)Share-based compensation, net of accrued dividend(Note 22)———3,351——3,351—3,351Settlement of share-based compensation———(6,535)1,340—(5,195)—(5,195)Profit for the year—————67,66367,66312,85380,516Other comprehensive loss for the year———(161)——(161)—(161)Total comprehensive (loss)/income for the year———(161)—67,66367,50212,85380,355Balance as of December 31, 202195446692,53615,322—(65,117)643,741924,6301,568,371Repurchases of GasLog Partners’ preference units(Note 4)———————(49,244)(49,244)Dividend declared (common and preference shares)(Notes 4 and 12)——(33,648)——(33,648)(67,296)(28,442)(95,738)Share-based compensation, net of accrued dividend(Note 22)———758——758—758Profit for the year—————207,450207,45089,797297,247Other comprehensive income for the year———384——384—384Total comprehensive income for the year———384—207,450207,83489,797297,631Balance as of December 31, 202295446658,88816,464—108,685785,037936,7411,721,778The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-10GasLog Ltd. and its SubsidiariesConsolidated statements of cash flowsFor the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) Notes 2020 2021 2022Cash flows from operating activities:Profit for the year3,28980,516297,247Adjustments for:Depreciation6,7177,213202,953228,639Impairment loss628,627153,66968,287Loss on disposal of non-current assets65721,100406Share of profit of associates5(2,192)(1,969)(4,562)Financial income19(726)(142)(4,118)Financial costs19165,281166,955184,675Loss/(gain) on derivatives (excluding realized gain/(loss) on forward foreignexchange contracts held for trading)2685,222(23,817)(80,742)Non-cash defined benefit obligations57——Share-based compensation5,8493,448760463,192582,713690,592Movements in operating assets and liabilities:(Increase)/decrease in trade and other receivables including related parties, net(11,361)7,4826,218(Increase)/decrease in prepayments and other assets(4,239)3,205(2,454)Decrease/(increase) in inventories607(762)(156)(Increase)/decrease in other non-current assets(3,666)8012,774Increase/(decrease) in other non-current liabilities375(1,497)651Increase in accounts payable and other current liabilities14,5741651,287Net cash provided by operating activities459,482592,107698,912Cash flows from investing activities:Payments for tangible fixed assets and vessels under construction(732,385)(506,641)(193,464)Proceeds from sale and sale and leasebacks of tangible fixed assets, net6,72,322242,979225,429Proceeds from Floating Storage Regasification Unit (“FSRU”) forthcoming sale6——108,632Other investments5(472)(230)(753)Payments for right-of-use assets(5,803)—(25)Dividends received from associate1,7251,700—Purchase of short-term cash deposits—(2,500)(61,000)Maturity of short-term cash deposits4,5002,50025,000Increase in restricted cash(300)——Financial income received8441423,554Net cash (used in)/provided by investing activities(729,569)(262,050)107,373The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-11GasLog Ltd. and its SubsidiariesConsolidated statements of cash flows (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars) Notes 2020 2021 2022Cash flows from financing activities:Proceeds from loans and bonds, net of discount27 2,138,035 471,867 374,659Loan and bond repayments27 (1,481,709) (592,463) (729,849)Principal elements of lease payments7,27(11,150)(14,843)(42,262)Payment of loan and bond issuance costs (35,795) (13,437) (5,188)Loan issuance costs received792379—Proceeds from GasLog Partners’ common unit offerings (net of underwritingdiscounts and commissions) — 10,000 —Payment of equity raising costs (1,153) (347) (20)Proceeds from private placement36,000——Payment for cross currency swaps’ (“CCSs”) termination/modification (4,052) — —Payment for bond repurchase at a premium (1,937) — —Payment for interest rate swaps termination (31,662) — —Proceeds from entering into interest rate swaps 31,622 — —Interest paid(169,284)(172,772)(164,499)Loan/bond modification costs related to the Transaction (as defined in Note 1)—(15,718)—Payment of cash collaterals for swaps(96,314)(9,080)—Release of cash collaterals for swaps95,06731,557990Purchase of treasury shares or GasLog Partners’ common and preference units(2,996)(18,388)(49,244)Dividends paid (common and preference) (90,041) (91,499) (105,277)Net cash provided by/(used in) financing activities 375,423 (414,744) (720,690)Effects of exchange rate changes on cash and cash equivalents (1,814) (336) 445Increase/(decrease) in cash and cash equivalents 103,522 (85,023) 86,040Cash and cash equivalents, beginning of the year 263,747 367,269 282,246Cash and cash equivalents, end of the year 367,269 282,246 368,286Non-cash investing and financing activities Capital expenditures included in liabilities at the end of the year 15,273 11,837 13,761Capital expenditures included in liabilities at the end of the year – Right-of-useassets169169106Equity raising costs included in liabilities at the end of the year — 20 —Loan issuance costs included in liabilities at the end of the year27 320 23 6,059Dividend declared included in liabilities at the end of the year2,5169,539—Liabilities related to leases at the end of the year27 3 — —Non-cash prepayment of lease payments7 — 55,374 38,183Capitalized imputed interest included in long-term liabilities at the end of the year6——3,294Capitalized interest included in current liabilities at the end of the year6,13 — — 547The accompanying notes are an integral part of these consolidated financial statements.Table of ContentsF-12GasLog Ltd. and its SubsidiariesNotes to the consolidated financial statementsFor the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)1. Organization and OperationsGasLog Ltd. (“GasLog”) was incorporated in Bermuda on July 16, 2003. GasLog and its subsidiaries (the “Group”) are primarilyengaged in the ownership, operation and management of vessels in the liquefied natural gas (“LNG”) market, providing maritime servicesfor the transportation of LNG on a worldwide basis and LNG vessel management services. The Group conducts its operations through itsvessel-owning subsidiaries, lease asset companies, right-of-use asset companies and through its vessel management services subsidiary.The Group’s operations are carried out from offices in Piraeus, London and Singapore. The registered office of GasLog is ClarendonHouse, 2 Church Street, Hamilton HM 11, Bermuda.On February 21, 2021, GasLog entered into an agreement and plan of merger (the ‘‘Merger Agreement’’) with BlackRock’s GlobalEnergy & Power Infrastructure Team (collectively, ‘‘GEPIF’’), pursuant to which GEPIF acquired all of the outstanding common shares ofGasLog Ltd. that were not held by certain existing shareholders of GasLog Ltd. for a purchase price of $5.80 in cash per share (the‘‘Transaction’’). On June 4, 2021, the special general meeting of shareholders (the “Special Meeting”) was held, and shareholdersapproved (i) the previously announced Merger Agreement, (ii) the merger and (iii) the statutory merger agreement contemplated by theMerger Agreement. Trading in GasLog’s common shares on the New York Stock Exchange (“NYSE”) was suspended and the delisting ofthe common shares from the NYSE became effective on June 21, 2021. GasLog’s 8.75% Series A Cumulative Redeemable PerpetualPreference Shares (“Preference Shares”) remain outstanding and continue to trade in the NYSE under the ticker symbol “GLOG PR A”.Following the consummation of the Transaction on June 9, 2021, the Company, Blenheim Holdings Ltd., Blenheim SpecialInvestments Holding Ltd. and Olympic LNG Investments Ltd. (collectively, the “Rolling Shareholders”) and GEPIF entered into ashareholders’ agreement with respect to the governance of the Company (the “Shareholders’ Agreement”). Pursuant to the Shareholders’Agreement, the board of directors of the Company were reduced to five persons, and the Rolling Shareholders that are party to theShareholders’ Agreement will appoint a majority of the Company’s board of directors in accordance with the terms of the Shareholders’Agreement. In addition, Peter G. Livanos holds a proxy to vote the shares of the Rolling Shareholders under the terms of the Shareholders’Agreement and, as a result of holding such proxy, controls more than a majority of the voting stock of the Company and controls the rightto appoint a majority of the board of the Company.On May 12, 2014, GasLog Partners LP (“GasLog Partners” or the “Partnership”), a subsidiary of GasLog, completed its initial publicoffering (the “GasLog Partners’ IPO”) with the sale and issuance of 9,660,000 common units (including 1,260,000 units in relation to theoverallotment option exercised in full by the underwriters), resulting in net proceeds of $186,029 and representing a 48.2% ownershipinterest. Concurrently with the GasLog Partners’ IPO, the Partnership acquired from GasLog a 100% ownership interest in GAS-threeLtd., GAS-four Ltd. and GAS-five Ltd., the entities that owned the GasLog Shanghai, the GasLog Santiago and the GasLog Sydney, inexchange for (i) 162,358 common units and 9,822,358 subordinated units issued to GasLog representing a 49.8% ownership interest andall of the incentive distribution rights that entitle GasLog to increasing percentages of the cash that the Partnership distributes in excess of$0.43125 per unit per quarter, (ii) 400,913 general partner units issued to GasLog Partners GP LLC (the “general partner”), a whollyowned subsidiary of GasLog, representing a 2.0% general partner interest and (iii) $65,695 of cash consideration paid directly to GasLogfrom the GasLog Partners’ IPO proceeds.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-13Since GasLog Partners’ IPO, the Partnership acquired 100% of the ownership interests in the following GasLog subsidiaries thatowned the vessels listed below:Date Acquisition Completed Subsidiaries Acquired Vessels PurchasedSeptember 29, 2014GAS-sixteen Ltd. and GAS-seventeen Ltd.Methane Rita Andrea and Methane Jane ElizabethJuly 1, 2015 GAS-nineteen Ltd., GAS-twenty Ltd. and GAS-twenty one Ltd. Methane Alison Victoria, MethaneShirley Elisabeth and Methane Heather SallyNovember 1, 2016 GAS-seven Ltd. GasLog SeattleMay 3, 2017 GAS-eleven Ltd. GasLog GreeceJuly 3, 2017 GAS-thirteen Ltd. GasLog GenevaOctober 20, 2017GAS-eight Ltd.SolarisApril 26, 2018GAS-fourteen Ltd.GasLog GibraltarNovember 14, 2018 GAS-twenty seven Ltd. Methane Becki AnneApril 1, 2019GAS-twelve Ltd.GasLog GlasgowAs of December 31, 2022, GasLog holds a 33.2% ownership interest (including the 2% interest through general partner units) inGasLog Partners and, as a result of its ownership of the general partner and the fact that the general partner elects the majority of thePartnership’s directors in accordance with the Partnership Agreement, GasLog has the ability to control the Partnership’s affairs andpolicies. Consequently, GasLog Partners is consolidated in the Group’s financial statements.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-14The accompanying consolidated financial statements include the financial statements of GasLog and its subsidiaries. Unless indicatedotherwise, the subsidiaries listed below were 100% held (either directly or indirectly) by GasLog. As of December 31, 2022, the Group’sstructure is as follows:CargoPlace ofDate ofCapacity CubicName Incorporation Incorporation Principal Activities Meters (“cbm”) Vessel Delivery DateSubsidiaries: GasLog Investments Ltd.BVIJuly 2003Holding company———GasLog Investment Holdings Ltd. (1)BermudaSeptember 2016Dormant———GasLog Carriers Ltd. (“GasLog Carriers”) Bermuda February 2008 Holding company — — —GasLog Shipping Company Ltd. Bermuda January 2006 Holding company — — —GasLog Partners GP LLC Marshall Islands January 2014 Holding company — — —GasLog Cyprus Investments Ltd. Cyprus December 2016 Holding company — — —GasLog Services UK Ltd. England and Wales May 2014 Service company — — —GasLog Services US Inc. Delaware May 2014 Dormant — — —GasLog Asia Pte Ltd. Singapore May 2015 Service company — — —GasLog LNG Services Ltd. Bermuda August 2004 Vessel management services — — —GAS-Two Panama S.A.PanamaNovember 2020Dormant———GasLog-one Malta Ltd.MaltaAugust 2022Dormant———GAS-one Ltd. Bermuda February 2008 Vessel-owning company 155,000 GasLog Savannah May 2010GAS-two Ltd. Bermuda February 2008 Vessel-owning company 155,000 GasLog Singapore July 2010GAS-six Ltd. Bermuda February 2011 Right-of-use asset company 155,000 GasLog Skagen July 2013GAS-nine Ltd. Bermuda June 2011 Vessel-owning company 155,000 GasLog Saratoga December 2014GAS-ten Ltd. Bermuda June 2011 Right-of-use asset company 155,000 GasLog Salem April 2015GAS-fifteen Ltd. Bermuda August 2013 Vessel-owning company 153,600 GasLog Chelsea (2) October 2013GAS-eighteen Ltd. (3) Bermuda January 2014 Dormant ———GAS-twenty two Ltd. Bermuda May 2014 Vessel-owning company 174,000 GasLog Genoa March 2018GAS-twenty three Ltd. Bermuda May 2014 Vessel-owning company 174,000 GasLog Gladstone March 2019GAS-twenty four Ltd. Bermuda June 2014 Lease asset company 174,000 GasLog Houston January 2018GAS-twenty five Ltd. Bermuda June 2014 Lease asset company 174,000 GasLog Hong Kong March 2018GAS-twenty six Ltd. Bermuda January 2015 Right-of-use asset company 170,000 Methane Julia Louise March 2015GAS-twenty eight Ltd. Bermuda September 2016 Vessel-owning company 180,000 GasLog Windsor April 2020GAS-thirty Ltd.BermudaDecember 2017Vessel-owning company180,000GasLog WestminsterJuly 2020GAS-thirty one Ltd.BermudaDecember 2017Vessel-owning company180,000GasLog WalesMay 2020GAS-thirty two Ltd.BermudaDecember 2017Vessel-owning company174,000GasLog GeorgetownNovember 2020GAS-thirty three Ltd.BermudaMay 2018Vessel-owning company174,000GasLog GalvestonJanuary 4, 2021GAS-thirty four Ltd.BermudaMay 2018Vessel-owning company180,000GasLog WellingtonJune 15, 2021GAS-thirty five Ltd.BermudaDecember 2018Vessel-owning company180,000GasLog WinchesterAugust 24, 2021GAS-FFA Trading Ltd. (4)BermudaDecember 2018Dormant———GAS-FFA Partnership Trading Ltd. (4)BermudaDecember 2018Dormant———GAS-thirty eight Ltd.BermudaDecember 2021Vessel-owning company174,000Hull No. 2532Q3 2024(5)GAS-thirty nine Ltd.BermudaDecember 2021Vessel-owning company174,000Hull No. 2533Q3 2024(5)GAS-forty Ltd.BermudaDecember 2021Vessel-owning company174,000Hull No. 2534Q3 2025(5)GAS-forty one Ltd.BermudaDecember 2021Vessel-owning company174,000Hull No. 2535Q4 2025(5)GasLog Hellas-1 Special Maritime EnterpriseGreeceJune 2019Vessel-owning company180,000GasLog WarsawJuly 2019GasLog Hellas-2 Special Maritime Enterprise Greece August 2022 Vessel-owning company 145,000 GasLog Athens (3) October 202233.2% interest subsidiaries: GasLog Partners LP Marshall Islands January 2014 Holding company — — —GasLog Partners Holdings LLC Marshall Islands April 2014 Holding company — — —GasLog-two Malta Ltd.MaltaAugust 2022Dormant— — —GAS-three Ltd. Bermuda April 2010 Right-of-use asset company 155,000 GasLog Shanghai January 2013GAS-four Ltd. Bermuda April 2010 Vessel-owning company 155,000 GasLog Santiago March 2013GAS-five Ltd. Bermuda February 2011 Vessel-owning company 155,000 GasLog Sydney May 2013GAS-seven Ltd. Bermuda March 2011 Vessel-owning company 155,000 GasLog Seattle December 2013GAS-eight Ltd.BermudaMarch 2011Vessel-owning company155,000SolarisJune 2014GAS-eleven Ltd.BermudaDecember 2012Vessel-owning company174,000GasLog GreeceMarch 2016GAS-twelve Ltd.BermudaDecember 2012Vessel-owning company174,000GasLog GlasgowJune 2016GAS-thirteen Ltd.BermudaJuly 2013Vessel-owning company174,000GasLog GenevaSeptember 2016GAS-fourteen Ltd.BermudaJuly 2013Vessel-owning company174,000GasLog GibraltarOctober 2016GAS-sixteen Ltd. Bermuda January 2014 Vessel-owning company 145,000 Methane Rita Andrea April 2014GAS-seventeen Ltd. Bermuda January 2014 Vessel-owning company 145,000 Methane Jane Elizabeth April 2014GAS-nineteen Ltd. Bermuda April 2014 Vessel-owning company 145,000 Methane Alison Victoria June 2014GAS-twenty Ltd. Bermuda April 2014 Dormant — — —GAS-twenty one Ltd. Bermuda April 2014 Right-of-use asset company 145,000 Methane Heather Sally June 2014GAS-twenty seven Ltd.BermudaJanuary 2015Vessel-owning company170,000Methane Becki AnneMarch 201525% interest associate: Egypt LNG Shipping Ltd. Bermuda May 2010 Vessel-owning company 145,000 Methane Nile Eagle December 200720% interest associate:Gastrade S.A. (“Gastrade”)GreeceJune 2010Service company———(1)In October 2022, GAS-twenty nine Ltd. was renamed to GasLog Investment Holdings Ltd.(2)In February 2023, the GasLog Chelsea changed from the flag of Bermuda to the flag of Greece and was renamed to Alexandroupoli.(3)In October 2022, the Methane Lydon Volney, delivered in April 2014, changed from the flag of Bermuda to the flag of Greece, was renamed GasLog Athens and wassold by GAS-eighteen Ltd. to the subsidiary GasLog Hellas-2 Special Maritime Enterprise.(4)On January 7, 2022, GAS-thirty six Ltd. was renamed to GAS-FFA Trading Ltd. and GAS-thirty seven Ltd. was renamed to GAS-FFA Partnership Trading Ltd.(5)Expected quarter of delivery for newbuildings as of December 31, 2022, are presented.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-15On October 26, 2021, GasLog Partners and GasLog completed the sale and leaseback of the GasLog Shanghai and the GasLog Salem,respectively, with a wholly-owned subsidiary of China Development Bank Financial Leasing Co., Ltd. (“CDBL”). The vessels were soldand leased back under bareboat charters with CDBL for a period of five years with no repurchase option or obligation.On March 28, 2022, GasLog completed the sale and leaseback of the GasLog Skagen with a wholly-owned subsidiary of CDBL. Thevessel was sold and leased back under a bareboat charter from CDBL for a period of five years with no repurchase option or obligation.On September 14, 2022, GasLog Partners completed the sale of the Methane Shirley Elisabeth (previously owned by GAS-twentyLtd.) to an unrelated third party.On October 31, 2022, GasLog Partners completed the sale and leaseback of the Methane Heather Sally with an unrelated third party.The vessel was sold and leased back under a bareboat charter until the middle of 2025, with no repurchase option or obligation.All entities in the Group have a December 31st year end. During 2022, the Group employed an average of 152 employees (2021: 159and 2020: 176).2. Significant Accounting PoliciesStatement of complianceThe consolidated financial statements of GasLog and its subsidiaries have been prepared in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”).Basis of preparation and approvalThe consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of derivative financialinstruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historicalcost is generally based on the fair value of the consideration given in exchange for goods and services.Going concernIn considering going concern management has reviewed the Group’s future cash requirements, covenant compliance and earningsprojections. As of December 31, 2022, the Group’s current assets totaled $468,372, while current liabilities totaled $533,056, resulting in anegative working capital position of $64,684. Current liabilities include $79,099, net of unamortized fees of $691, with respect to theassociated debt of the GasLog Chelsea, which GasLog agreed to sell following its conversion to an FSRU (the sale is expected to becompleted by the fourth quarter of 2023) and $71,228 of unearned revenue in relation to hires received in advance of December 31, 2022(which represents a non-cash liability that will be recognized as revenue in January as the services are rendered).Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet itsforecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenantswithin its loan and bond facilities. Management anticipates that our primary sources of funds over the next twelve months will be availablecash, cash from operations, existing and new borrowings and future sale and leaseback transactions. Management believes that theseanticipated sources of funds will be sufficient for the Company to meet its liquidity needs and to comply with its financial covenants for atleast twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis.The financial statements are expressed in U.S. dollars (“USD”), which is the functional currency of the Group’s subsidiaries becausetheir vessels operate in international shipping markets in which revenues and expenses are primarily settled in USD, and the Group’s mostsignificant assets and liabilities are paid for and settled in USD.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-16On March 3, 2023, the financial statements were authorized on behalf of GasLog’s board of directors for issuance and filing.The principal accounting policies are set out below.Basis of consolidationThe consolidated financial statements incorporate the financial statements of GasLog and entities controlled by GasLog (itssubsidiaries). Control is achieved where GasLog:●has power over the investee;●is exposed, or has rights, to variable returns from its involvement with the investee; and●has the ability to use its power to affect its returns.Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated financial statementsfrom the date control is obtained and up to the date control ceases. Acquisitions of businesses are accounted for using the acquisitionmethod.All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.The other investors in subsidiaries in which the Group has less than 100% interest hold a non-controlling interest in the net assets ofthese subsidiaries. Non-controlling interest is stated at the non-controlling interest’s proportion of the net assets of the subsidiaries wherethe Group has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased ordecreased by the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries.Total comprehensive income is attributed to a non-controlling interest even if this results in the non-controlling interest having adeficit balance.Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries areaccounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflectthe changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests areadjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Group.GoodwillGoodwill arising in a business combination is recognized as an asset at the date that control is acquired (the acquisition date).Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date fair value ofthe identifiable assets acquired and the liabilities assumed. If, after reassessment, the Group’s interest in the fair value of the acquiree’sidentifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and thefair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognized immediately in the consolidatedstatement of profit or loss as a bargain purchase gain.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-17Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill isallocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units towhich goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may beimpaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first toreduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carryingamount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in a subsequent period.On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.Investment in associatesAn associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a jointventure. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control orjoint control over those policies.The results, assets and liabilities of associates are included in these financial statements using the equity method of accounting, exceptwhen the investment is classified as held for sale, in which case it is accounted for under IFRS 5 Non-current Assets Held for Sale andDiscontinued Operations. An impairment assessment of investments in associates is performed when there is an indication that the assethas been impaired or the impairment losses recognized in prior years no longer exist.When the Group’s share of losses exceeds the carrying amount of the investment, the investment is reported at nil value andrecognition of losses is discontinued except to the extent of the Group’s commitment.LeasesLease income from operating leases of vessels where the Group is a lessor is recognized in the consolidated statement of profit or losson a straight-line basis over the lease term. The respective leased assets are included in the statement of financial position based on theirnature under “Tangible fixed assets”.The Group is a lessee under vessel sale and leaseback arrangements and also leases various properties, vessel and office equipment.Rental contracts are typically made for fixed periods but may have extension options. Lease terms are negotiated on an individual basisand contain a wide range of different terms and conditions. Following the implementation of IFRS 16, a lease is recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. The corresponding rentalobligations, net of finance charges, are included in current and non-current liabilities as lease liabilities. The lease liability is subsequentlymeasured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest rate method) and byreducing the carrying amount to reflect lease payment made. Lease payments to be made under reasonably certain extension options arealso included in the measurement of the liability. Each lease payment is allocated between the liability and finance cost. The finance cost ischarged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liabilityfor each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-18Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present valueof the following lease payments: (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable, (b)variable lease payments that are based on an index or a rate (if any), initially measured using the index or rate as at the commencementdate, (c) amounts expected to be payable by the lessee under residual value guarantees (if any), (d) the exercise price of a purchase optionif the lessee is reasonably certain to exercise that option, and (e) payments of penalties for terminating the lease, if the lease term reflectsthe lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease, if that rate can bedetermined, or the Group’s incremental borrowing rate, which is the Group’s current average borrowing rate. Right-of-use assets aremeasured at cost comprising the following: (a) the amount of the initial measurement of lease liability, (b) any lease payments made at orbefore the commencement date less any lease incentives received, (c) any initial direct costs, and (d) restoration costs. Paymentsassociated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the consolidatedstatement of profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value items comprise of low valuevessel or office equipment.Accounting for (i) revenues and related operating expenses and (ii) voyage expenses and commissionsThe Group’s revenues comprise revenues from time charters for the charter hire of its vessels, management fees, project supervisionincome and other income earned during the period in accordance with existing contracts.A time charter represents a contract entered into for the use of a vessel for a specific period of time and a specified daily charter hirerate. Time charter revenue is recognized as earned on a straight-line basis over the term of the relevant time charter starting from thevessel’s delivery to the charterer, except for the off-hire period. When a charter agreement exists, the vessel is made available and servicesare provided to the charterer and collection of the related revenue is reasonably assured. Unearned revenue includes cash received prior tothe balance sheet date relating to services to be rendered after the balance sheet date. Accrued revenue represents income recognized inadvance as a result of the straight-line revenue recognition in respect of charter agreements that provide for varying charter rates.Under a time charter arrangement, the hire rate per the charter agreement has two components: the lease component and the servicecomponent relating to the vessel operating costs. Each component is accounted for in accordance with the applicable accounting standard.The revenue in relation to the lease component of the agreements is accounted for under IFRS 16 Leases. The revenue in relation to theservice component relates to vessel operating expenses, which include expenses that are paid by the vessel owner such as managementfees, crew wages, provisions and stores, technical maintenance and insurance expenses. These costs are essential to operating a charter andthe charterers receive the benefit of these when the vessel is used during the contracted time and, therefore, these costs are accounted for inaccordance with the requirements of IFRS 15 Revenue from Contracts with Customers. This revenue is recognized “over time” as thecustomer (i.e. the charterer) is simultaneously receiving and consuming the benefits of the service.Revenue from vessel management and vessel construction project supervision contracts is recognized when earned and when it isprobable that future economic benefits will flow to the Group and such a benefit can be measured reliably.Time charter hires received in advance are classified as liabilities until the criteria for recognizing the revenue as earned are met.Under a time charter arrangement, the vessel operating expenses such as management fees, crew wages, provisions and stores,technical maintenance and insurance expenses and broker’s commissions are paid by the vessel owner, whereas voyage expenses such asbunkers, port expenses, agents’ fees and extra war risk insurance are paid by the charterer.Management believes that mobilization of a vessel from a previous port of discharge to a subsequent port of loading does not result ina separate benefit for charterers and that the activity is thus incapable of being distinct. This activity is considered to be a required set-upactivity to fulfill the contract. Consequently, positioning and repositioning fees and associated expenses should be recognized over theperiod of the contract to match the recognition of the respective hire revenues realized, and not at a certain point in time following theadoption of IFRS 15 Revenue from Contracts with Customers. All other voyage expenses and vessel operating costs are expensed asincurred, with the exception of commissions, which are also recognized on a pro-rata basis over the duration of the period of the timecharter. Bunkers’ consumption included in voyage expenses represents mainly bunkers consumed during vessels’ unemployment and off-hire.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-19Financial income and costsInterest income is recognized on an accrual basis. Dividend income is recognized when the right to receive payment is established.Interest expense, other borrowing costs and realized loss on CCSs are recognized on an accrual basis.Foreign currenciesTransactions in currencies other than the USD are recognized at the rates of exchange prevailing at the dates of the transactions. At theend of each reporting period, monetary assets and liabilities denominated in other currencies are retranslated into USD at the ratesprevailing at that date. All resulting exchange differences are recognized in the consolidated statement of profit or loss in the period inwhich they arise. The exchange differences from cash and bonds are classified in Financial costs, while all other foreign exchangedifferences are classified in General and administrative expenses.Deferred financing costs for undrawn facilitiesCommitment, arrangement, structuring, legal and agency fees incurred for obtaining new loans or refinancing existing facilities arerecorded as deferred loan issuance costs and classified contra to debt, while the fees incurred for the undrawn facilities are classified undernon-current assets in the statement of financial position and are reclassified contra to debt on the drawdown dates.Deferred financing costs are deferred and amortized to financial costs over the term of the relevant loan, using the effective interestmethod. When the relevant loan is terminated or extinguished, the unamortized loan fees are written-off in the consolidated statement ofprofit or loss.Non-current assets held for saleNon-current assets (such as vessels) are classified as held for sale if their carrying amount will be recovered principally through a saletransaction rather than through continuing use, where the asset is available for immediate sale in its present condition and the sale isconsidered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell. An impairment lossis recognized for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognized for any subsequentincreases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain orloss not previously recognized by the date of the sale of the non-current asset is recognized at the date of derecognition. Non-current assetsheld for sale are presented separately from the other assets in the statement of financial position and are not depreciated or amortized whilethey are classified as held for sale.Vessels under constructionVessels under construction are presented at cost less identified impairment losses, if any. Costs include scheduled advance shipyardinstallment payments and other vessel costs including capitalized interest incurred during the construction period that are directlyattributable to the acquisition or construction of the vessels.Upon completion of the construction, the vessels are presented on the statement of financial position in accordance with the “Tangiblefixed assets: Property, plant and equipment” policy as described below.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-20Tangible fixed assets: Property, plant and equipmentTangible fixed assets are stated at cost less accumulated depreciation and any accumulated impairment loss. The initial cost of an assetcomprises its purchase price and any directly attributable costs of bringing the asset to its working condition. The cost of an LNG vessel issplit into two components, a “vessel component” and a “dry-docking component”. Depreciation for the vessel component is calculated ona straight-line basis, after taking into account the estimated residual values, over the estimated useful life of this major component of thevessels. Residual values are based on management’s estimation about the amount that the Group would currently obtain from disposal ofits vessels, after deducting the estimated costs of disposal, if the vessels were already of the age and in the condition expected at the end oftheir useful life.The LNG vessels are required to undergo dry-docking overhaul every five years to restore their service potential and to meet theirclassification requirements that cannot be performed while the vessels are operating. The dry-docking component is estimated at the timeof a vessel’s delivery from the shipyard or acquisition from the previous owner and is measured based on the estimated cost of the firstdry-docking subsequent to its acquisition, based on the Group’s historical experience with similar types of vessels. For subsequent dry-dockings, actual costs are capitalized when incurred. The dry-docking component is depreciated over the period of five years in case ofnew vessels, and until the next dry-docking for secondhand vessels (which is performed within five years from the vessel’s last dry-docking).Costs that will be capitalized as part of the future dry-dockings will include a variety of costs incurred directly attributable to the dry-dock and costs incurred to meet classification and regulatory requirements, as well as expenses related to the dock preparation and portexpenses at the dry-dock shipyard, dry-docking shipyard expenses, expenses related to hull, external surfaces and decks, and expensesrelated to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safetyequipment on board. Dry-docking costs do not include vessel operating expenses such as replacement parts, crew expenses, provisions,lubricants consumption, insurance, management fees or management costs during the dry-docking period. Expenses related to regularmaintenance and repairs of vessels are expensed as incurred, even if such maintenance and repair occurs during the same time period asdry-docking.The LNG vessels are also required to undergo an underwater survey in lieu of dry-docking (“intermediate survey”) in order to meetcertain classification requirements. The intermediate survey component is recognized after the first intermediate survey, which takes placebetween the first and the second dry-docking and is amortized over the period until the next dry-docking which is estimated to be two anda half years. The extent of the underwater inspection is to be sufficient to include all items which would normally be examined if thevessel was on dry-docking. If the intermediate survey reveals a damage or deterioration that requires further attention, the surveyor mayrequire that the vessel be dry-docked earlier than scheduled in order to undertake a detailed survey and necessary repairs.The expected useful lives of all long-lived assets are as follows:Vessel LNG vessel component 35 yearsDry-docking component 5 yearsIntermediate survey componentthe period until the next dry-docking (i.e. 1-3 years)Furniture, computer, software and other office equipment 3-5 yearsLeasehold improvements 12 years (or remaining term of the lease)Management estimates the useful life of its vessels to be 35 years from the date of initial delivery from the shipyard. Secondhandvessels are depreciated from the date of their acquisition through their remaining estimated useful life.The useful lives of all assets and the depreciation method are reviewed annually to ensure that the method and period of depreciationare consistent with the expected pattern of economic benefits from items of property, plant and equipment. The residual value is alsoreviewed at each financial period-end. If expectations differ from previous estimates, the changes are accounted for prospectively in theconsolidated statement of profit or loss in the period of the change and future periods.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-21Management estimates the residual value of its vessels to be equal to the product of their lightweight tonnage (“LWT”) and anestimated scrap rate per LWT. Effective December 31, 2022, following management’s annual reassessment, the estimated scrap rate perLWT was increased. This change in estimate is expected to decrease the future annual depreciation by $2,151. The estimated residualvalue of the vessels may not represent the fair market value at any time partly because market prices of scrap values tend to fluctuate. TheGroup might revise the estimate of the residual values of the vessels in the future in response to changing market conditions.Ordinary maintenance and repairs that do not extend the useful life of the asset are expensed as incurred.When assets are sold, they are derecognized and any gain or loss resulting from their disposal is included in the consolidatedstatement of profit or loss.Impairment of tangible fixed assets, vessels under construction and right-of-use assetsAll assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset maynot be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in theconsolidated statement of profit or loss. The recoverable amount is the higher of an asset’s fair value less cost of disposal and “value inuse”. The fair value less cost of disposal is the amount obtainable from the sale of an asset in an arm’s length transaction less the costs ofdisposal, while “value in use” is the present value of estimated future cash flows expected to arise from the continuing use of an asset andfrom its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if it is not possible, for the cash-generating unit. Each vessel is considered to be a separate cash-generating unit. The fair values of the vessels are estimated from market-based evidence by appraisal that is normally undertaken by professionally qualified brokers.Reimbursable capital expendituresCosts eligible for capitalization that are contractually reimbursable by our charterers are recognized on a gross basis in the periodincurred under “Vessels”. Concurrently, an equal amount is deferred as a liability and amortized to the consolidated statement of profit orloss as revenue over the remaining tenure of the charter party agreement.ProvisionsProvisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable thatthe Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amountrecognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reportingperiod, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flowsestimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economicbenefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtuallycertain that reimbursement will be received and the amount of the receivable can be measured reliably.InventoriesInventories represent lubricants on board the vessel and, in the event of a vessel not being employed under a charter, the bunkers onboard the vessel. Inventories are stated at the lower of cost calculated on a first in, first out basis, and net realizable value.Financial instrumentsFinancial assets and liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. Allfinancial instruments are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue offinancial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added toor deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-22●Cash and cash equivalentsCash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short-term, highly liquidinvestments which are readily convertible into known amounts of cash with original maturities of three months or less at the time ofpurchase that are subject to an insignificant risk of change in value.●Restricted cashRestricted cash comprises cash held that is not available for use by the Group including cash held in blocked accounts in order tocomply with the covenants under the Group’s credit facilities and amounts held as guarantees as part of stand-by letters of credit.●Short-term cash depositsShort-term cash deposits represent short-term, highly liquid time deposits placed with financial institutions which are readilyconvertible into known amounts of cash with original maturities of more than three months but less than 12 months at the time ofpurchase that are subject to an insignificant risk of change in value.●Trade receivablesTrade receivables are carried at the amount expected to be received from the third party to settle the obligation. At each reporting date,all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtfulaccounts. Trade receivables are recognized initially at their transaction price and subsequently measured at amortized cost using theeffective interest method. Trade receivables are written off when there is no reasonable expectation of recovery. See Note 9 for furtherinformation about the Group’s accounting for trade receivables.The simplified approach is applied to trade and other receivables and the Group recognizes lifetime expected credit losses (“ECLs”)on trade receivables. Under the simplified approach, the loss allowance is always equal to ECLs.●BorrowingsBorrowings are initially recognized at fair value (net of transaction costs). Borrowings are subsequently measured at amortized cost,using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement of theborrowings is recognized in the consolidated statement of profit or loss over the term of the borrowings.Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for atleast 12 months after the reporting period.Borrowings also include arrangements such as sale and leaseback transactions with an option or obligation to repurchase the asset.The Group continues to recognize the asset and a financial liability for the amount of the consideration received from the customer.●Derivative financial instrumentsThe Group enters into a variety of derivative financial instruments to economically hedge its exposure to interest rate and foreignexchange rate risks, including interest rate swaps, CCSs and forward foreign exchange contracts.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-23Derivative financial instruments are initially recognized at fair value on the date the derivative contracts are entered into and aresubsequently remeasured to their fair value at each reporting date. The resulting changes in fair value are recognized in theconsolidated statement of profit or loss immediately unless the derivative is designated and effective as a hedging instrument, inwhich event the timing of the recognition in the consolidated statement of profit or loss depends on the nature of the hedgerelationship. Derivatives are presented as assets when their valuation is favorable to the Group and as liabilities when unfavorable tothe Group.The Group’s criteria for classifying a derivative instrument in a hedging relationship include: (1) the existence of an economicrelationship between the hedged item and the hedging instrument (i.e., the hedging instrument and hedged item must, based on aneconomic rationale, be expected to move in opposite directions as a result of a change in the hedged risk); (2) the effect of the creditrisk should not dominate the value changes of either the hedged item or the hedging instrument (i.e., credit risk can arise on both thehedging instrument and the hedged item in the form of the counterparty’s credit risk or the entity’s own credit risk); and (3) the hedgeratio (i.e., the ratio between the amount of hedged item and the amount of hedging instrument) of the hedging relationship is the sameas that actually used in the economic hedge.At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedgeditems, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows ofhedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.Cash flow hedges that qualify for hedge accountingThe effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized inother comprehensive income/loss. The gain or loss relating to the ineffective portion is recognized immediately in the consolidatedstatement of profit or loss. Amounts previously recognized in other comprehensive income/loss and accumulated in equity arereclassified to the consolidated statement of profit or loss in the periods when the hedged item affects profit or loss, in the same lineitem as the recognized hedged item. Hedge accounting is discontinued when the Group terminates the hedging relationship, when thehedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. Any gain or lossaccumulated in equity at that time remains in equity and is recognized in the consolidated statement of profit or loss when the hedgeditem affects the consolidated statement of profit or loss. When a forecast transaction designated as the hedged item in a cash flowhedge is no longer expected to occur, the gain or loss accumulated in equity is recycled immediately to the consolidated statement ofprofit or loss.In accordance with the transition provisions, in December 2019 the Group adopted the amendments to IFRS 9 Financial Instrumentsand IFRS 7 Financial Instruments: Disclosures which provide certain reliefs in connection with interest rate benchmark reform,retrospectively to hedging relationships that existed at the start of the reporting period or were designated thereafter. The amendmentsprovide temporary relief from applying specific hedge accounting requirements to hedging relationships directly affected by interbankoffered rate (“IBOR”) reform. The reliefs have the effect that IBOR reform should not generally cause hedge accounting to terminate.However, any hedge ineffectiveness should continue to be recorded in the income statement. The reliefs will cease to apply when theuncertainty arising from interest rate benchmark reform is no longer present. The Group uses CCSs in order to hedge the Group’sexposure to fluctuations deriving from its bonds (Note 26). The amendments permit continuation of hedge accounting even thoughthere is uncertainty about the replacement of the floating interest rates included in its CCSs (Note 24).●Lease liabilitiesLease liabilities are initially measured at the fair value of the leased property or, if lower, the present value of the minimum leasepayments—discounted at the interest rate implicit in the lease, if practicable, or else at the Group’s incremental borrowing rate—andsubsequently measured at amortized cost, using the effective interest rate method. Finance charges in respect of finance leases arerecognized in the consolidated statement of profit or loss under “Financial costs”.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-24Segment informationThe information provided to the Group’s chief operating decision maker, being the Chief Executive Officer, to review the Group’soperating results and allocate resources is on a consolidated basis for a single reportable segment. Furthermore, when the Group charters avessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information isimpracticable.Employee benefits(i)Short-term employee benefitsLiabilities for wages and salaries that are expected to be settled wholly within 12 months after the end of the annual reporting periodin which the employees render the related service are recognized in respect of employees’ services up to the end of the reportingperiod and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as currentliabilities in the consolidated statement of financial position.(ii)Long-term employee benefitsLong-term employee benefits are employee benefits that are not expected to be settled wholly before 12 months after the end of theannual reporting period in which the employees render the service that gives rise to the benefit. These obligations are measured as thepresent value of expected future payments to be made with any unwind in the discount reflected in the consolidated statement of profitor loss.(iii)Share-based compensationShare-based compensation to employees and others providing similar services are measured at the fair value of the equity instrumentson the grant date. Details regarding the determination of the fair value of share-based transactions are set out in Note 22.The fair value determined at the grant date of the equity-settled share-based compensation is expensed on a straight-line basis over thevesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact ofthe revision of the original estimates, if any, is recognized in the consolidated statement of profit or loss such that the cumulativeexpense reflects the revised estimate, with a corresponding adjustment to the share-based compensation reserve.If a grant of equity instruments is cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when thevesting conditions are not satisfied) (a) the Group shall account for the cancellation or settlement as an acceleration of vesting, andshall therefore recognize immediately the amount that otherwise would have been recognized for services received over the remainderof the vesting period and (b) any payment made to the employee on the cancellation or settlement of the grant shall be accounted foras the repurchase of an equity interest, i.e. as a deduction from equity, except to the extent that the payment exceeds the fair value ofthe equity instruments granted, measured at the repurchase date. Any such excess shall be recognized as an expense.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-25(iv)Termination benefitsTermination benefits are payable when employment is terminated by the Group before the normal retirement date, or when anemployee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of thefollowing dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the Group recognizes costs for arestructuring that is within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets and involves the payment oftermination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based onthe number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting periodare discounted to present value.Critical accounting judgments and key sources of estimation uncertaintyThe preparation of consolidated financial statements in conformity with IFRS requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities, revenues and expenses recognized in the consolidated financialstatements. The Group’s management evaluates whether estimates should be made on an ongoing basis, utilizing historical experience,consultation with experts and other methods management considers reasonable in the particular circumstances. However, uncertaintyabout these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of theassets or liabilities in the future. Critical accounting judgments are those that reflect significant judgments of uncertainties and potentiallyresult in materially different results under different assumptions and conditions.Critical accounting judgmentsIn the process of applying GasLog’s accounting policies, management has made the following judgments, apart from those involvingestimations, that had the most significant effect on the amounts recognized in the consolidated financial statements.Classification of the non-controlling interests: The non-controlling interests in the Partnership comprise the portion of thePartnership’s common units that are not directly or indirectly held by GasLog (36,066,259 units as of December 31, 2022). Under theterms of the partnership agreement, the Partnership is required to distribute 100% of available cash (as defined in the partnershipagreement) with respect to each quarter within 45 days of the end of the quarter to the partners. Available cash can be summarized as cashand cash equivalents less an amount equal to cash reserves established by the Partnership’s board of directors to (i) provide for the properconduct of the business of the Partnership (including reserves for future capital expenditures and for anticipated future credit needs of thePartnership) subsequent to such quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debtinstrument or other agreement or obligation to which any Partnership member is a party or by which it is bound or its assets are subjectand/or (iii) provide funds for certain distributions relating to future periods.In reaching a judgment as to whether the non-controlling interests in the Partnership should be classified as liabilities or equityinterests, management has considered the wide discretion of the board of directors of the Partnership to determine whether any portion ofthe amount of cash available to the Partnership constitutes available cash and that it is possible that there could be no available cash. In theevent that there is no available cash, as determined by the Partnership’s board of directors, the Partnership does not have a contractualobligation to make a distribution. Accordingly, management has concluded that the non-controlling interests do not represent a contractualobligation on the Partnership to deliver cash and therefore should be classified as equity within the financial statements.Key sources of estimation uncertainty are as follows:Impairment loss on vessels: The Group evaluates the carrying amounts of each of its vessels and vessels under construction todetermine whether there is any indication that they have suffered an impairment loss by considering both internal and external sources ofinformation. If any such indication exists, their recoverable amounts are estimated in order to determine the extent of the impairment loss,if any. With respect to vessels, their total carrying amount as of December 31, 2022, was $4,480,422 (December 31, 2021: $4,972,283).Recoverable amount is the higher of fair value less costs to sell and value in use. The Group’s estimates of recoverable value assume thatthe vessels are all in seaworthy condition without need for repair and certified in class without notations of any kind.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-26In assessing the fair value less cost to sell of the vessel, the Group obtains charter free market values for each vessel from independentand internationally recognized ship brokers on a semi-annual basis, which are also commonly used and accepted by the Group’s lendersfor determining compliance with the relevant covenants in its credit facilities. Vessel values can be highly volatile, so the charter-freemarket values may not be indicative of the current or future market value of the Group’s vessels, or prices that could be achieved if it wereto sell them.As of December 31, 2022, a number of negative indicators such as the continuous decline of the charter-free market values of theGroup’s steam turbine propulsion (“Steam”) vessels, as estimated by ship brokers, driven by reduced market expectations of the long-termrates at which the Group could expect to secure term employment for the remaining economic lives of the Steam vessels, combined withpotential costs of compliance with environmental regulations applicable from 2023 onwards, continued to influence management’sstrategic decisions and prompted the Group to conclude that events and circumstances triggered the existence of potential impairment ofSteam vessels, with no impairment indicators identified with respect to the remaining owned and bareboat fleet as of December 31, 2022.The Group performed an impairment assessment for the Steam vessels by comparing each vessel’s value in use applying the“expected cash flow” approach, i.e. using all expectations about possible cash flows instead of the single most likely cash flow known asthe “traditional approach”. The expected cash flow approach was considered more appropriate in light of the increasing uncertaintypertaining to the business outlook for our Steam vessels. As of December 31, 2022, the Group’s management established its expectationsfor recovering each Steam vessel’s carrying amount in the form of two alternative scenarios: (a) continued operation of the vessel until theend of its useful economic life or (b) sale (at fair value less costs to sell) post expiry of its charter party agreement currently in effect.Appropriate probabilities were determined and assigned to each probable outcome, taking into account management’s established strategicgoals and tactical objectives with respect to vessels’ operation and residual value risk management. In both scenarios, estimated futurecash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of moneyand the risks specific to the asset for which the estimates of future cash flows have not been adjusted. The projection of cash flows relatedto vessels is complex and requires management to make various estimates. The assumptions that the Group used in its discountedprojected net operating cash flow analysis included, among others, utilization, operating revenues, voyage expenses and commissions, dry-docking costs, operating expenses (including vessel management costs), residual values, fair values less costs to sell and the discount rate.The key assumptions, being those to which the outcome of the impairment assessment is most sensitive, are the estimates of long-termcharter rates for non-contracted revenue days and the discount rate used in the projected operating revenues.Revenue assumptions were based on contracted time charter rates up to the end of the current contract for each vessel, as well as theestimated average time charter rates for the remaining life of the vessel after the completion of its current contract. The revenueassumptions exclude days of scheduled off-hire based on the fleet’s historical performance and internal forecasts. The estimated daily timecharter rates used for non-contracted revenue days after the completion of the current time charter are based on a combination of (i) recentcharter market rates, (ii) conditions existing in the LNG market as of December 31, 2022, (iii) historical average time charter rates, basedon publications by independent third party maritime research services (“maritime research publications”), (iv) estimated future timecharter rates, based on maritime research publications that provide such forecasts and (v) management’s internal assessment of long-termcharter rates achievable by each class of vessel.More specifically, for vessels whose charters expire within the next twelve months, the estimated charter rates and utilization for thefirst year from the assessment date were based on the approved annual budget for the respective year, which was formed based on theanticipated market conditions for that period and the latest available maritime research publications from ship brokers for short-term (lessthan 12 months) employment of a vessel operating in the spot market on less than one-year time charter contracts.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-27For non-contracted periods starting on the second year for already expired charters or upon the expiration of the firm charter period ofa vessel through the end of each vessel’s useful life, the estimated average time charter rates for Steam vessels were based on analysis offuture supply and demand for LNG, internally estimated and market-derived costs of building and financing newbuild LNG vessels, thetechnical characteristics of each vessel and an assessment of the appropriate discount for Steam vessels’ charter rates compared to modernnewbuild LNG carriers, which is driven largely by unit freight cost differentials and utilization of such vessels. The Group also consideredestimated future time charter rates taking into account the significant uncertainties regarding future demand for such vessels in light of thecontinued addition of modern, larger and more fuel-efficient LNG carriers to the global fleet and the anticipated developments in terms ofenvironmental regulations.Recognizing that the LNG industry is cyclical and subject to significant volatility based on factors beyond the Group’s control,management believes that the use of the revenue estimates discussed above to be reasonable as of the reporting date. The Group hasassumed no inflation or any other revenue escalation or growth factors in determining forecasted time charter rates beyond the contractedcharter period through the end of a vessel’s useful life, consistent with long-run historical evidence and industry expectations.The Group used an annual operating expenses escalation factor equal to 1% based on its historical data and experience, as well as itsexpectations of future inflation on operating and dry-docking costs. Estimates for the remaining useful lives of the current fleet andresidual and scrap values are the same as those used for the Group’s depreciation policy. All estimates used and assumptions made were inaccordance with the Group’s internal budgets and historical experience of the shipping industry, taking into account the effect ofobservable inflationary pressures as of December 31, 2022.In the Group’s impairment assessment as of December 31, 2022, the rate used to discount future estimated cash flows to their presentvalues was 8.4% (7.5% as of December 31, 2021). This was based on an estimated weighted average cost of capital calculated using costof equity and cost of debt components, adjusted also for vessel-specific risks and uncertainties, as applicable to each probable outcome.The recoverable amounts (values in use) for three of the four Steam vessels calculated as per above were lower than the respectivecarrying amounts of those vessels and, consequently, an impairment loss of $11,376 was recognized in the year ended December 31, 2022(Note 6).In connection with the impairment testing of our vessels as of December 31, 2022, we performed a sensitivity analysis on the mostdifficult, subjective or complex assumptions that have the potential to affect the outcome of the impairment assessment, which are theprojected charter hire rate used to forecast future cash flows for non-contracted revenue days and the discount rate used, in particular forthe Steam vessels (Note 6). It is reasonably possible that changes to these assumptions within the next financial year could require amaterial adjustment of the carrying amount of the Group’s Steam vessels.Adoption of new and revised IFRS(a)Standards and interpretations adopted in the current periodThere were no IFRS standards or amendments that became effective in the current year which were relevant to the Group or materialwith respect to the Group’s financial statements.(b)Standards and amendments in issue not yet adoptedAt the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Groupwere in issue but not yet effective:Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-28In January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements (as further amended inOctober 2022), to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of thereporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt ofa waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the “settlement” of a liability, as theextinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be effectivefor annual periods beginning on or after January 1, 2024 and should be applied retrospectively in accordance with IAS 8 AccountingPolicies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this amendment willnot have a material impact on the Group’s financial statements.In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8 AccountingPolicies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of the financialstatements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments will be effectivefor annual periods beginning on or after January 1, 2023. Management anticipates that these amendments will not have a material impacton the Group’s financial statements.The impact of all other IFRS standards and amendments issued but not yet adopted is not expected to be material with respect to theGroup’s financial statements.3. GoodwillGoodwill resulted from the acquisition in 2005 of Ceres LNG Services Ltd., the vessel management company, which represents acash-generating unit. On September 30, 2011, Ceres LNG Services Ltd. was renamed “GasLog LNG Services Ltd”. As of December 31,2022, the Group assessed the recoverable amount of goodwill and concluded that goodwill associated with the Group’s vesselmanagement company was not impaired. The recoverable amount of the vessel management operations is determined based on discountedfuture cash flows based on the financial budget approved by management for the year-ending December 31, 2023 and managementforecasts until 2026.The key assumptions used in the value-in-use calculations (2023 and beyond) are as follows:(i)Average inflation of 1.0% per annum based on historical data and performance;(ii)A pre-tax discount rate of 8.3% per annum based on cost of equity;(iii)Annual growth rate of 1.0%; and(iv)1 Euro (“EUR”) = USD 1.03 based on the 2023 budget.Growth is based on the number of vessels expected to be under management based on the shipbuilding contracts in place at the end ofthe year and the long-term strategy of the Group. Management believes that any reasonably possible further change in the key assumptionson which recoverable amount is based would not cause the carrying amount of the cash-generating unit to exceed its recoverable amount.4. Equity TransactionsGasLog Partners’ offeringsOn February 5, 2020, the board of directors of GasLog Partners authorized a renewal of the unit repurchase programme taking thetotal authority outstanding under the programme to $25,000, to be utilized from February 10, 2020 to December 31, 2021. In the yearended December 31, 2020, GasLog Partners repurchased and cancelled a total of 191,490 units at a weighted average price of $5.18 percommon unit for a total amount of $996, including commissions.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-29On April 3, 2020, GasLog Partners issued 46,843 common units in connection with the vesting of 25,551 Restricted Common Units(“RCUs”) and 21,292 Performance Common Units (“PCUs”) under its 2015 Long-Term Incentive Plan (the “GasLog Partners’ Plan”). OnJune 30, 2020, GasLog Partners issued an additional 21,589 common units in connection with the vesting of 11,776 RCUs and 9,813PCUs under the GasLog Partners’ Plan.On July 1, 2020, GasLog Partners issued 415,000 common units in connection with GasLog’s option to convert the first tranche of itsClass B units issued upon the elimination of incentive distribution rights (“IDRs”) in June 2019.Finally, on September 25, 2020, GasLog Partners issued 365,700 common units in connection with the vesting of 182,850 RCUs and182,850 PCUs under the GasLog Partners’ Plan.On March 31, 2021, GasLog Partners entered into a Fourth Amended and Restated Equity Distribution Agreement to renew thePartnership’s “at-the-market” common equity offering programme (“ATM Programme”). Under the ATM Programme, in the year endedDecember 31, 2021, GasLog Partners issued and received payment for 3,195,401 common units at a weighted average price of $3.19 percommon unit for total net proceeds, after deducting fees and other expenses, of $9,633. As of December 31, 2022, the unutilized portion ofthe ATM Programme was $116,351.On April 6, 2021, GasLog Partners issued 8,976 common units in connection with the vesting of 5,984 RCUs and 2,992 PCUs underthe GasLog Partners’ Plan.On July 1, 2021, GasLog Partners issued 415,000 common units in connection with GasLog’s option to convert the second tranche ofits Class B units issued upon the elimination of IDRs in June 2019.On April 1, 2022, GasLog Partners issued 33,700 common units in connection with the vesting of 19,638 RCUs and 14,062 PCUsunder the GasLog Partners’ Plan. On June 30, 2022, GasLog Partners issued 101,964 common units in connection with the vesting of50,982 RCUs and 50,982 PCUs under the GasLog Partners’ Plan.On July 1, 2022, GasLog Partners issued 415,000 common units in connection with GasLog’s option to convert the third tranche of itsClass B units issued upon the elimination of IDRs in June 2019. After the conversion of the first three tranches of 415,000 Class B units tocommon units on July 1, 2020, July 1, 2021 and July 1, 2022, the remaining 1,245,000 Class B units will become eligible for conversionon a one-for-one basis into common units at GasLog’s option on July 1, 2023, July 1, 2024 and July 1, 2025 for the Class B-4 units, ClassB-5 units and the Class B-6 units, respectively.Under the Partnership’s preference unit repurchase programme established in 2021, renewed in 2022 and covering the period fromMarch 11, 2021 to March 31, 2023, the preference units repurchased and cancelled as well as the amounts paid including commissions forthe years ended December 31, 2021 and 2022 are presented in the following table: Amount paid includingSeries Number of units commissionsPartnership’s Series B Preference Units (1)464,42911,580Partnership’s Series C Preference Units (2) 269,549 6,808Total for the year ended December 31, 2021 733,978$18,388Partnership’s Series A Preference Units (3) 665,016 16,420Partnership’s Series B Preference Units 639,189 16,080Partnership’s Series C Preference Units 669,406 16,744Total for the year ended December 31, 2022 1,973,611$49,244(1)The “Partnership’s Series B Preference Units” refer to the 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units.(2)The “Partnership’s Series C Preference Units” refer to the 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units.(3)The “Partnership’s Series A Preference Units” refer to the 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-30Dividends declared attributable to non-controlling interests included in the consolidated statement of changes in equity represent cashdistributions to holders of common and preference units.In the year ended December 31, 2022, the board of directors of the Partnership approved and declared cash distributions of $1,441 andof $27,001 for the common units and preference units, respectively, held by non-controlling interests.Following the IDRs’ elimination, 98% of the available cash (after deducting the earnings attributable to preference unitholders) isdistributed to the common unitholders and 2% is distributed to the general partner.Allocation of GasLog Partners’ profit/(loss) 2020 2021 2022Partnership’s profit/(loss) attributable to: Common unitholders 25,970(23,486) 90,630General partner 561(482) 1,898Preference unitholders30,32829,69426,458Total 56,8595,726 118,986Partnership’s profit/(loss) allocated to GasLog 8,622(7,127) 29,189Partnership’s profit allocated to non-controlling interests 48,23712,853 89,797Total 56,8595,726 118,9865. Investment in AssociatesThe Group participates in the following associates:% of ownership Country ofinterestNature ofMeasurementName incorporation 2021 2022 relationship method Principal activityEgypt LNG Shipping Ltd.(1) Bermuda 25% 25% Associate Equity method Vessel-owning companyGastrade(2)Greece20% 20%AssociateEquity methodService company(1)Egypt LNG Shipping Ltd. owns and operates a 145,000 cbm LNG vessel built in 2007.(2)Gastrade is a private limited company licensed to develop an independent natural gas system offshore Alexandroupolis in Northern Greece utilizing an FSRU alongwith other fixed infrastructure.The changes in investment in associates are reported in the following table:Associates 2021 2022As of January 1, 21,759 23,508Additions 230 753Share of profit of associates 1,969 4,562Dividend declared (450) —As of December 31, 23,508 28,823The additions of $753 relate to the investment in Gastrade (December 31, 2021: $230). On February 9, 2017, the Group acquired a20% shareholding in Gastrade, a private limited company licensed to develop an independent natural gas system offshore Alexandroupolisin Northern Greece utilizing an FSRU along with other fixed infrastructure. The Group, as well as being a shareholder, will provideoperations and maintenance (“ O&M”) services for the FSRU through an O&M agreement which was signed on February 23, 2018.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-316. Tangible Fixed Assets and Vessels Under ConstructionThe movements in tangible fixed assets and vessels under construction are reported in the following table:Officepropertyand othertangibleTotal tangibleVessels under Vessels assets fixed assets constructionCost As of January 1, 2021 6,078,041 33,3806,111,421132,839Additions16,3373,83920,176483,029Disposals(396,271)—(396,271)—Transfer from vessels under construction581,952—581,952(581,952)Fully amortized fixed assets(14,512)—(14,512)—As of December 31, 20216,265,547 37,2196,302,76633,916Additions7,9244,37412,298187,160Disposals(530,752)—(530,752)—Fully amortized fixed assets(2,903) (371)(3,274)—As of December 31, 20225,739,816 41,2225,781,038221,076Accumulated depreciation and impairment loss As of January 1, 2021 1,076,867 6,0451,082,912—Depreciation185,035628185,663—Disposals(96,818)—(96,818)—Impairment loss142,692—142,69210,977Fully amortized fixed assets(14,512)—(14,512)—As of December 31, 2021 1,293,264 6,6731,299,93710,977Depreciation167,481679168,160—Disposals(266,735)—(266,735)—Impairment loss68,287—68,287—Fully amortized fixed assets(2,903)(371)(3,274)—As of December 31, 20221,259,3946,9811,266,37510,977Net book valueAs of December 31, 2021 4,972,283 30,5465,002,82922,939As of December 31, 20224,480,422 34,2414,514,663210,099Vessels with an aggregate carrying amount of $4,480,422 as of December 31, 2022 (December 31, 2021: $4,972,283) have beenpledged as collateral under the terms of the Group’s credit facilities (Note 13).On October 26, 2021, GAS-three Ltd. and GAS-ten Ltd. completed the sale and leaseback of the GasLog Shanghai and the GasLogSalem, respectively, with a wholly-owned subsidiary of CDBL (Note 7).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-32On February 2, 2022, GasLog entered into an agreement for the sale of the GasLog Chelsea, a 153,600 cbm tri-fuel diesel electricpropulsion (“TFDE”) LNG carrier built in 2010 to Gastrade for $265,086, payable in installments, following its conversion to an FSRUexpected to be completed by the fourth quarter of 2023. On February 3, 2022, GasLog, through its subsidiary GAS-fifteen Ltd., issued aFinal Notice to Proceed to Keppel Shipyard Ltd. (“Keppel”) to convert the GasLog Chelsea, into an FSRU in connection with the FinalInvestment Decision (“FID”) taken by Gastrade for the construction of a regasification terminal in Alexandroupolis. The proceeds fromthe sale of the GasLog Chelsea and specifically the amount of $108,632 (including $2,598 of extra proceeds due to variation orders)already received as of December 31, 2022 and the amount of $159,052 to be received in the future were considered as a significantfinancing component according to IFRS 15 Revenue from Contracts with Customers and are recognized under Other non-currentliabilities. Consequently, the Group assessed the interest to be capitalized over time relating to the transaction, and the capitalized amountas of December 31, 2022 was $3,294 and was included in Vessels Under Construction. Following the signing of this agreement, as ofMarch 31, 2022, the vessel was remeasured at the lower of its carrying amount and its recoverable amount (value in use), and a non-cashimpairment loss of $19,350 was recorded.On March 28, 2022, GAS-six Ltd. completed the sale and leaseback of the TFDE vessel GasLog Skagen with a wholly-ownedsubsidiary of CDBL (Note 7). The carrying amount of the vessel ($160,116) was initially remeasured at the lower of the vessel’s carryingamount and fair value less costs to sell and a non-cash impairment loss of $9,534 was recorded as of March 31, 2022. Subsequently, uponsale, a loss of $577 arising from the sale and leaseback transaction was recorded in the consolidated statement of profit or loss.In June 2022, GAS-twenty Ltd., the vessel-owning entity of the Steam vessel Methane Shirley Elisabeth, entered into a Memorandumof Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction completed on September 14, 2022. Also,as of June 30, 2022, GasLog Partners was actively pursuing to enter into an agreement for the sale and lease-back of a Steam vessel, theMethane Heather Sally, which was completed on October 31, 2022 (Note 7). All criteria outlined by IFRS 5 Non-current Assets Held forSale and Discontinued Operations were deemed to have been met as of June 30, 2022 with respect to both vessels. As a result, thecarrying amounts of the Methane Shirley Elisabeth ($67,339) and the Methane Heather Sally ($74,123) were remeasured at the lower oftheir carrying amounts and fair values less costs to sell, resulting in the recognition of an impairment loss of $14,664 and $13,363,respectively, and were reclassified as “Vessels held for sale” (within current assets). During the year ended December 31, 2022, a loss of$166 arising from the sale of the Methane Shirley Elisabeth and a gain of $337 arising from the sale and leaseback transaction of theMethane Heather Sally were recorded in the consolidated statement of profit or loss.As of December 31, 2022, a number of negative indicators such as the continuous decline of the charter-free market values of theGroup’s Steam vessels, as estimated by ship brokers, driven by reduced market expectations of the long-term rates at which the Groupcould expect to secure term employment for the remaining economic lives of the Steam vessels, combined with potential costs ofcompliance with environmental regulations applicable from 2023 onwards, continued to influence management’s strategic decisions andprompted the Group to conclude that events and circumstances triggered the existence of potential impairment of Steam vessels, inaccordance with the Group’s accounting policy (Note 2), with no impairment indicators identified with respect to the remaining owned andbareboat fleet as of December 31, 2022.The recoverable amounts (values in use) for two of the three Steam vessels owned by the Partnership and the one Steam vessel ownedby GasLog (in the table below) were lower than the respective carrying amounts of these vessels and, consequently, an aggregateimpairment loss of $11,376 was recognized in the consolidated statement of profit or loss in the year ended December 31, 2022.As of December 31, 2022Vessel Impairment loss Recoverable amountMethane Jane Elizabeth (1,412) 65,408GasLog Athens(6,932)64,115Methane Alison Victoria (3,032) 64,992Total (11,376)194,515Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-33As of December 31, 2022, the most sensitive and/or subjective assumptions that have the potential to affect the outcome of theimpairment assessment for the Steam vessels are the projected charter hire rate used to forecast future cash flows for non-contractedrevenue days (the “re-chartering rate”) and the discount rate used. The average long-term re-chartering rate over the remaining useful lifeof the vessels used in our impairment exercise for the Steam vessels was $35 per day ($35 per day as of December 31, 2021).Increasing/decreasing the average re-chartering rate used by $5 per day would (decrease)/increase the impairment loss by$(22,034)/$14,027. The discount rate used for the Steam vessels was 8.4% (7.5% as of December 31, 2021). Increasing/decreasing thediscount rate by 0.5% would increase/(decrease) the impairment loss by $3,076/($3,078), respectively.On October 11, 2016, GasLog LNG Services Ltd. entered into an arrangement whereby it would have access to all long lead items(“LLIs”) necessary for the conversion of a GasLog LNG carrier vessel into FSRUs whereby such conversion work would be undertakenby Keppel. GasLog was only obligated to pay for such LLIs if utilized for a GasLog vessel conversion or, if the LLIs had not been utilizedin a GasLog vessel conversion within three years from November 2016, the items might be put to GasLog at 85% of the original cost, orGasLog might call for the purchase of such LLIs at 115% of the original cost. On February 7, 2020, GasLog paid $17,625 for theacquisition of such LLIs, following the expiration of the arrangement.Related to the acquisition of six vessels from a subsidiary of Methane Services Limited (“MSL”) in 2014 and another two vessels in2015, the Group was committed to purchase depot spares from MSL with an aggregate initial value of $8,000 which were all purchasedand paid by June 2020.In June 2020, GasLog LNG Services Ltd. agreed to sell a low-pressure turbine which was included in Office property and othertangible assets to Egypt LNG Shipping Ltd. to be installed on the Methane Nile Eagle at a price of $2,457. The disposal resulted in a lossof $572.In August 2018, GAS-thirty three Ltd. entered into a shipbuilding contract with Samsung Heavy Industries Co., Ltd. (“Samsung”) for the construction of one LNG carrier (174,000 cbm). The vessel (the GasLog Galveston) was delivered on January 4, 2021.In December 2018, GAS-thirty four Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier(180,000 cbm). The vessel (the GasLog Wellington) was delivered on June 15, 2021.In December 2018, GAS-thirty five Ltd. entered into a shipbuilding contract with Samsung for the construction of one LNG carrier(180,000 cbm). The vessel (the GasLog Winchester) was delivered on August 24, 2021.Vessels under constructionAs of December 31, 2022, GasLog has the following newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co.,Ltd. (“DSME”):Date ofEstimatedCargo CapacityLNG Carrier agreement delivery (cbm)Hull No. 2532 November 2021 Q3 2024 174,000Hull No. 2533 November 2021 Q3 2024 174,000Hull No. 2534 November 2021 Q3 2025 174,000Hull No. 2535 November 2021 Q4 2025 174,000Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures. As ofDecember 31, 2022, the Group has paid to the shipyard $179,314 for the vessels that are under construction and expects to pay theremaining installments as they come due upon each vessel’s keel laying, launching and delivery or achievement of other agreed milestones(Note 23(a)).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-34The vessels under construction costs as of December 31, 2021 and 2022 are comprised of:As of December 31, 2021 2022Progress shipyard installments — 179,314Onsite supervision costs — 1,485Critical spare parts, equipment and other vessel delivery expenses 22,939 29,300Total 22,939 210,0997. LeasesOn adoption of IFRS 16, the Group recognised lease liabilities in relation to leases of various properties, vessel communicationequipment and certain printers which had previously been classified as operating leases under IAS 17 Leases.On February 24, 2016, GasLog’s subsidiary, GAS-twenty six Ltd., completed the sale and leaseback of the Methane Julia Louise witha subsidiary of Mitsui & Co., Ltd. (“Mitsui”). Mitsui has the right to on-sell and lease back the vessel. The vessel was sold to Mitsui for acash consideration of $217,000. GasLog leased back the vessel under a bareboat charter from Mitsui for a period of up to 20 years.GasLog has the option to repurchase the vessel on pre-agreed terms no earlier than the end of year ten and no later than the end of year 17of the bareboat charter. The bareboat hire is fixed and GasLog had a holiday period for the first 210 days, which expired on September 21,2016. This leaseback meets the definition of a finance lease under IAS 17 Leases.On October 26, 2021, GasLog Partners’ subsidiary, GAS-three Ltd., and GasLog’s subsidiary, GAS-ten Ltd. completed the sale andleaseback of the GasLog Shanghai and the GasLog Salem, respectively, with a wholly-owned subsidiary of CDBL. CDBL has the right tosell the vessels to third parties. The vessels were sold to CDBL for net proceeds of $242,979. GasLog Partners and GasLog, respectively,leased back the vessels under bareboat charters from CDBL for a period of five years with no repurchase option or obligation. These saleand leasebacks meet the definition of a lease under IFRS 16 Leases, resulting in the recognition of a right-of-use asset of $173,550 and acorresponding lease liability of $118,176.On March 28, 2022, GasLog’s subsidiary, GAS-six Ltd. completed the sale and leaseback of the GasLog Skagen with a wholly-ownedsubsidiary of CDBL. CDBL has the right to sell the vessel to third parties. The vessel was sold to CDBL for net proceeds of $123,448.GasLog leased back the vessel under a bareboat charter from CDBL for a period of five years with no repurchase option or obligation. Thesale and leaseback meets the definition of a lease under IFRS 16 Leases, resulting in the recognition of a right-of-use asset of $83,969 anda corresponding lease liability of $57,412.On October 31, 2022, GasLog Partners’ subsidiary, GAS-twenty one Ltd. completed the sale and leaseback of the Methane HeatherSally with an unrelated third party (which has the right to sell the vessel to third parties) for net proceeds of $49,472. GasLog Partnersleased back the vessel under a bareboat charter until the middle of 2025, with no repurchase option or obligation. The sale and leasebackmeets the definition of a lease under IFRS 16 Leases, resulting in the recognition of a right-of-use asset of $30,345 and a correspondinglease liability of $18,719.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-35The movements in right-of-use assets are reported in the following table:Vessels’Right-of-Use Assets Vessels Equipment Properties Other TotalAs of January 1, 2021 197,6681,437 4,258 74 203,437Additions, net 173,542 1,426 1,961 (41) 176,888Depreciation (14,655) (1,223) (1,396) (16) (17,290)As of December 31, 2021356,5551,6404,82317363,035Additions/(write-offs), net114,271896(1,238)—113,929Depreciation(57,675)(1,674)(1,127)(3)(60,479)As of December 31, 2022 413,151 862 2,458 14 416,485An analysis of the lease liabilities is as follows:Lease Liabilities 2021 2022As of January 1,196,170302,850Additions, net 121,52075,788Interest expense on leases (Note 19)10,26913,639Payments (25,109)(55,901)As of December 31, 302,850336,376Lease liabilities, current portion 30,90548,548Lease liabilities, non-current portion 271,945287,828Total 302,850336,376An amount of $337 has been recognized in the consolidated statement of profit or loss for the year ended December 31, 2022 ($344for the year ended December 31, 2021), which represents the lease expense incurred for low value leases not included in the measurementof the right-of-use assets and the lease liability.An amount of $6 has been recognized in the consolidated statement of profit or loss for the year ended December 31, 2022 ($23 forthe year ended December 31, 2021), which represents the lease expense incurred for short-term leases not included in the measurement ofthe right-of-use assets and lease liability.An amount of $108,773 has been recognized in the consolidated statement of profit or loss for the year ended December 31, 2022($42,034 for the year ended December 31, 2021), which represents the revenue from subleasing right-of-use assets.8. Cash and Cash EquivalentsCash and cash equivalents consist of the following:As of December 31, 2021 2022Current accounts 175,741 146,611Time deposits (with original maturities of three months or less) 104,274 220,986Ship management client accounts 119 14Restricted cash2,112675Total 282,246 368,286Restricted cash as of December 31, 2021 and 2022 represents cash provided for bank guarantees (Note 23).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-36Ship management client accounts represent amounts provided by the clients of GasLog LNG Services Ltd. in order to enable theGroup to cover obligations of vessels under management. A compensating balance is held as a current liability.As of December 31, 2022, an amount of $36,000 of time deposits with an original duration greater than three months was classifiedunder short-term cash deposits.9. Trade and Other ReceivablesTrade and other receivables consist of the following:As of December 31, 2021 2022Trade receivables 574 3,207VAT receivable 922 832Accrued income 10,426 8,647Insurance claims 7,839 1,444Other receivables 8,834 8,767Total 28,595 22,897Trade and other receivables are amounts due from third parties for services performed in the ordinary course of business. They aregenerally due for settlement immediately and therefore are all classified as current. Trade and other receivables are recognized initially atthe amount of consideration that is unconditional unless they contain certain significant financing components, at which point they arerecognized at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and thereforemeasures them subsequently at amortized cost using the effective interest rate method.Accrued income represents net revenues receivable from charterers, which have not yet been invoiced; all other amounts not yetinvoiced are included under Other receivables.As of December 31, 2021 and 2022 no allowance for expected credit losses was recorded.10. Other Non-Current AssetsOther non-current assets consist of the following:As of December 31, 2021 2022Various guarantees 603 219Other long-term assets 4,263 1,873Total 4,866 2,09211. Share Capital and Preference SharesGasLog’s authorized share capital consists of 500,000,000 shares with a par value $0.01 per share.On February 13, 2020 and February 14, 2020, GasLog repurchased 323,919 common shares at a weighted average price of $6.1443per share for a total amount of $2,000 under its share repurchase programme.On June 29, 2020, GasLog issued 14,400,000 common shares at a price of $2.50 per share for total gross proceeds of $36,000 througha private placement of unregistered common shares.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-37As of December 31, 2022, the share capital consisted of 95,389,062 issued and outstanding common shares, par value $0.01 per shareand 4,600,000 Preference Shares issued and outstanding (December 31, 2021: 95,389,062 issued and outstanding common shares, parvalue $0.01 per share and 4,600,000 Preference Shares issued and outstanding, December 31, 2020: 95,176,443 issued and outstandingcommon shares, par value $0.01 per share, 216,683 treasury shares issued and held by GasLog and 4,600,000 Preference Shares issuedand outstanding). The movements in the number of shares, the share capital, the Preference Shares, the contributed surplus and thetreasury shares are reported in the following table:Number of SharesAmounts Number of Number of Number oftreasurypreferenceSharePreferenceContributedTreasurycommon sharessharessharescapitalsharessurplussharesOutstanding as of January 1, 2020 80,871,670121,4564,600,00081046760,671(2,159)Purchase of treasury shares(323,919)323,919————(2,000)Proceeds from private placement, net of offering costs14,400,000——144—34,849—Treasury shares distributed for awards vested or exercised in the year228,692(228,692)————2,819Dividends declared deducted from contributed surplus due to accumulated deficit — — — — — (35,698) —Outstanding as of December 31, 202095,176,443216,6834,600,00095446759,822(1,340)Treasury shares distributed for awards vested or exercised in the year212,619(212,619)————1,314Treasury shares cancelled—(4,064)————26Dividends declared deducted from contributed surplus due to accumulated deficit—————(67,286)—Outstanding as of December 31, 2021 95,389,062 — 4,600,000 954 46 692,536 —Dividends declared deducted from contributed surplus due to accumulated deficit—————(33,648)—Outstanding as of December 31, 202295,389,062—4,600,00095446658,888—The treasury shares acquired by GasLog in 2014, 2018, 2019 and 2020 in relation to the settlement of share-based compensationawards (Note 22) were cancelled in 2021.12. ReservesThe movements in reserves are reported in the following table:Share-basedEmployeecompensationTotal Hedging benefits reserve reservesBalance as of January 1, 2020(3,072)(156)20,02716,799Effective portion of changes in fair value of cash flow hedges(750)——(750)Share-based compensation, net of accrued dividend——5,3855,385Settlement of share-based compensation——(2,824)(2,824)Actuarial gain—57—57Balance as of December 31, 2020 (3,822) (99) 22,588 18,667Effective portion of changes in fair value of cash flow hedges(161)——(161)Share-based compensation, net of accrued dividend——3,3513,351Settlement of share-based compensation——(6,535)(6,535)Balance as of December 31, 2021(3,983)(99)19,40415,322Effective portion of changes in fair value of cash flow hedges 384 —— 384 Share-based compensation, net of accrued dividend—— 758 758 Balance as of December 31, 2022(3,599)(99) 20,162 16,464 Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-38Dividend distributionsGasLog’s dividend distributions for the years ended December 31, 2020, 2021 and 2022 are presented in the following table:Declaration date Type of shares Dividend per share Payment date Amount paidFebruary 5, 2020 Common$ 0.15 March 12, 2020 12,082March 12, 2020Preference$ 0.546875 April 1, 20202,516May 6, 2020 Common$ 0.05 May 28, 2020 4,035May 14, 2020 Preference$ 0.546875 July 1, 2020 2,516August 4, 2020 Common$ 0.05 August 27, 2020 4,758September 16, 2020 Preference$ 0.546875 October 1, 2020 2,516November 9, 2020 Common$ 0.05 November 30, 2020 4,759December 9, 2020Preference$ 0.546875 January 4, 20212,516Total 35,698February 21, 2021 Common$ 0.05 March 11, 2021 4,759March 11, 2021 Preference$ 0.546875 March 31, 2021 2,516May 5, 2021 Common$ 0.05 May 26, 2021 4,769May 13, 2021 Preference$ 0.546875 June 30, 2021 2,516August 4, 2021 Common$ 0.15 August 11, 2021 14,308September 16, 2021 Preference$ 0.546875 October 1, 2021 2,516September 30, 2021 Common$ 0.10 October 1, 2021 9,539November 15, 2021 Preference$ 0.546875 December 31, 2021 2,516November 15, 2021Common$0.15November 18, 202114,308November 15, 2021Common$ 0.10 February 28, 20229,539Total67,286February 23, 2022Common$ 0.15 March 1, 202214,308March 9, 2022Preference$ 0.546875 April 1, 20222,516May 10, 2022Common$ 0.15 May 12, 202214,308May 10, 2022Preference$ 0.546875 July 1, 20222,516August 3, 2022Common$ 0.15 August 5, 202214,308August 3, 2022Preference$ 0.546875 October 4, 20222,516November 9, 2022Common$ 0.15 November 10, 202214,308November 29, 2022Preference$ 0.546875 December 30, 20222,516Total 67,29613. BorrowingsAn analysis of the borrowings is as follows:As of December 31, 2021 2022Amounts due within one year 565,503 305,975Less: unamortized premium144—Less: unamortized deferred loan/bond issuance costs (12,486) (10,998)Borrowings, current portion 553,161 294,977Amounts due after one year 3,152,426 3,047,916Less: unamortized discount—(2,100)Less: unamortized deferred loan/bond issuance costs (47,367) (41,049)Borrowings, non-current portion 3,105,059 3,004,767Total 3,658,220 3,299,744Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-39LoansTerminated facilities:(a) ABN AMRO Bank N.V. (“ABN”), DNB (UK) Ltd., DVB Bank America N.V., Commonwealth Bank of Australia, ING BankN.V. (“ING”), London Branch, Credit Agricole Corporate and Investment Bank and National Australia Bank Limited loan (FiveVessel Refinancing, as defined below)On February 18, 2016, GAS-eighteen Ltd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd.entered into a credit agreement to refinance the debt maturities that were scheduled to become due in 2016 and 2017 (the “Five VesselRefinancing”). The Five Vessel Refinancing comprised a five-year senior tranche facility of up to $396,500 and a two-year bullet juniortranche facility of up to $180,000. The vessels covered by the Five Vessel Refinancing were the GasLog Partners-owned Methane AlisonVictoria, Methane Shirley Elisabeth, Methane Heather Sally and Methane Becki Anne and the GasLog-owned Methane Lydon Volney.On July 21, 2020, pursuant to the multiple credit agreements entered into by the Group to refinance its existing indebtedness whichwas scheduled to become due in 2021 (refer to (e), (f) and (g) in the Existing Facilities section), the outstanding balances of GAS-eighteenLtd., GAS-nineteen Ltd., GAS-twenty Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd., totaling $265,911, were fully repaid. Theexisting loan facilities of the specified vessels under the Five Vessel Refinancing were terminated and the respective unamortized loan feesof $1,183 written-off to the consolidated statement of profit or loss. A few days earlier, $7,933 were repaid in accordance with therepayment terms under the Five Vessel Refinancing Facility since the closing of the refinancing was delayed by approximately two weeksdue to COVID-19.(b) Citigroup Global Market Limited, Credit Suisse AG, Nordea Bank AB, London Branch, Skandinaviska Enskilda Banken AB(publ) (“SEB”), HSBC Bank plc (“HSBC”), ING Bank N.V., London Branch, Danmarks Skibskredit A/S, Korea DevelopmentBank and DVB Bank America N.V. loan (Legacy Facility Refinancing, as defined below)On July 19, 2016, GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-seven Ltd., GAS-eight Ltd., GAS-nine Ltd., GAS-ten Ltd. andGAS-fifteen Ltd. entered into a credit agreement with a number of international banks (the “Legacy Facility Refinancing”) to refinance theexisting indebtedness on eight of GasLog’s on-the-water vessels of up to $1,050,000, extending the maturities of six existing creditfacilities to 2021. The vessels covered by the Legacy Facility Refinancing are the GasLog-owned GasLog Savannah, GasLog Singapore,GasLog Skagen, GasLog Saratoga, GasLog Salem and GasLog Chelsea and the GasLog Partners owned GasLog Seattle and Solaris.The balance outstanding as of December 31, 2019 was $775,000. On February 13, 2020, March 13, 2020 and March 18, 2020,$23,346, $50,714 and $25,940 were drawn under the revolving credit facility.On July 21, 2020, pursuant to the multiple credit agreements entered into by the Group to refinance its existing indebtedness whichwas scheduled to become due in 2021(refer to (e), (g) and (h) in the Existing Facilities section), the outstanding balances of GAS-one Ltd.,GAS-two Ltd., GAS-six Ltd., GAS-seven Ltd., GAS-eight Ltd., GAS-nine Ltd. and GAS-ten Ltd., totaling $724,514 were fully repaid. Inaddition, on August 3, 2020, the outstanding balance of GAS-fifteen Ltd. of $92,153 was fully repaid. The existing loan facilities of thespecified vessels under the Legacy Facility Refinancing were terminated and the respective unamortized loan fees of $3,591 were written-off to the consolidated statement of profit or loss. A few days earlier, $25,875 were repaid in accordance with the repayment terms underthe Legacy Facility Refinancing since the closing of the refinancing was delayed by approximately two weeks due to COVID-19.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-40Existing facilities:(a) Citibank, N.A., London Branch, Nordea Bank AB, London Branch, The Export-Import Bank of Korea, Bank of America,National Association, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Credit Suisse AG, HSBC Bank plc, INGBank N.V., London Branch, KEB HANA Bank, London Branch, KfW IPEX-Bank GmbH, National Australia Bank Limited,Oversea-Chinese Banking Corporation Limited, Société Générale and The Korea Development Bank loan (October 2015 Facility,as defined below)On October 16, 2015, GAS-eleven Ltd., GAS-twelve Ltd., GAS-thirteen Ltd., GAS-fourteen Ltd., GAS-twenty two Ltd., GAS-twentythree Ltd., GAS-twenty four Ltd. and GAS-twenty five Ltd. entered into a debt financing agreement with 14 international banks (“October2015 Facility”) for $1,311,356 to partially finance the delivery of the eight newbuildings delivered in 2016, 2018 and 2019. The financingwas backed by the Export Import Bank of Korea (“KEXIM”) and the Korea Trade Insurance Corporation (“K-Sure”), who were eitherdirectly lending or providing cover for over 60% of the facility.The loan agreement provided for three tranches of $412,458, $201,094 and $206,115 repayable in 24 consecutive semi-annual equalinstallments commencing six months after the actual delivery of the relevant vessel according to a 12-year profile and a fourth tranche of$491,690 repayable in 20 consecutive semi-annual equal installments commencing six months after the actual delivery of the relevantvessel according to a 20-year profile, with a balloon payment together with the final installment. Amounts drawn bear interest at USDLondon Interbank Offered Rate (“LIBOR”) plus a margin.On October 21, 2020, the outstanding indebtedness of GAS-twenty five Ltd., in the amount of $136,776 was prepaid pursuant to thesale and leaseback agreement entered into with a wholly owned subsidiary of CMB Financial Leasing Co. Ltd., Sea 190 Leasing Co.Limited (“Sea 190 Leasing”) (refer below). The relevant tranches of the loan agreement were terminated and the respective unamortizedloan fees of $3,571 written-off to the consolidated statement of profit or loss.On January 22, 2021, the outstanding indebtedness of GAS-twenty four Ltd., in the amount of $130,889 was prepaid pursuant to thesale and leaseback agreement entered into with a wholly owned subsidiary of ICBC Financial Leasing Co., Ltd., Hai Kuo Shipping 2051GLimited (“Hai Kuo Shipping”) (refer below). The relevant tranches of the loan agreement were terminated and the respective unamortizedloan fees of $3,528 written-off to the consolidated statement of profit or loss.The aggregate balance outstanding under the loan facility as of December 31, 2022 is $598,313 (December 31, 2021: $667,656).(b) Credit Suisse AG, Nordea Bank Abp, filial I Norge and Iyo Bank Ltd., Singapore Branch (2019 GasLog Partners Facility, asdefined below)On February 20, 2019, GAS-three Ltd., GAS-four Ltd., GAS-five Ltd., GAS-sixteen Ltd., GAS-seventeen Ltd., GasLog Partners andGasLog Partners Holdings LLC entered into a loan agreement with Credit Suisse AG, Nordea Bank Abp, filial I Norge and Iyo Bank Ltd.,Singapore Branch, each an original lender and Nordea acting as security agent and trustee for and on behalf of the other finance partiesmentioned above, for a credit facility of up to $450,000 (the “2019 GasLog Partners Facility”). Subsequently, on the same date, theDevelopment Bank of Japan, Inc. entered the facility as lender via transfer certificate. The vessels covered by the 2019 GasLog PartnersFacility are the GasLog Shanghai, the GasLog Santiago, the GasLog Sydney, the Methane Rita Andrea and the Methane Jane Elizabeth.The agreement provided for an amortizing revolving credit facility which can be repaid and redrawn at any time, subject to theoutstanding amount immediately after any drawdown not exceeding (i) 75% of the aggregate of the market values of all vessels under theagreement, or (ii) the total facility amount. The total facility amount reduces in 20 equal quarterly amounts of $7,357, with a final balloonamount of up to $302,860, together with the last quarterly reduction in February 2024. The credit facility bears interest at LIBOR plus amargin.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-41On October 26, 2021, the outstanding indebtedness of GAS-three Ltd., in the amount of $97,050 was prepaid pursuant to the sale andleaseback agreement entered into with a wholly-owned subsidiary of CDBL (refer to Note 7). The relevant advance of the loan agreementwas cancelled and the respective unamortized loan fees of $604 written-off to the consolidated statement of profit or loss. The aggregatebalance outstanding as of December 31, 2022 is $250,320 (December 31, 2021: $273,568), with no amount available to be redrawn as ofDecember 31, 2022 (December 31, 2021: nil).(c) ABN AMRO BANK N.V. and Oversea-Chinese Banking Corporation Limited (“OCBC”) (GasLog Warsaw Facility, as definedbelow)On June 25, 2019, GasLog Hellas-1 Special Maritime Enterprise entered into a loan agreement with ABN AMRO BANK N.V. andOCBC, for the financing of the GasLog Warsaw, which was delivered on July 31, 2019 (the “GasLog Warsaw Facility”). The agreementprovided for a single tranche of $129,500 that was drawn on July 25, 2019 and is repayable in 28 equal quarterly installments of $1,619each and a final balloon payment of $84,175 payable concurrently with the last quarterly installment in June 2026. The loan bears interestat LIBOR plus a margin. The balance outstanding as of December 31, 2022 is $108,456 (December 31, 2021: $114,931).(d) Citibank, N.A., London Branch, DNB (UK) Ltd., Skandinaviska Enskilda Banken AB (publ), The Export-Import Bank ofKorea, Bank of America, National Association, BNP Paribas, Seoul Branch, Commonwealth Bank of Australia, KfW IPEX-BankGmbH, National Australia Bank Limited, Oversea-Chinese Banking Corporation Limited, Société Générale, Standard CharteredBank (“SCB”), The Korea Development Bank and KB Kookmin Bank (7xNB Facility, as defined below)On December 12, 2019, GAS-twenty eight Ltd., GAS-thirty Ltd., GAS-thirty one Ltd., GAS-thirty two Ltd., GAS-thirty three Ltd.,GAS-thirty four Ltd. and GAS-thirty five Ltd. entered into a loan agreement (the “7xNB Facility”) with 13 international banks, withCitibank N.A. London Branch and DNB Bank ASA (“DNB”), London Branch acting as agents on behalf of the other finance parties. Thefinancing is backed by KEXIM and K-Sure, who are either directly lending or providing cover for over 60% of the facility. The agreementof up to $1,052,791 partially financed the delivery of seven newbuildings delivered in 2020 and 2021. The loan agreement provided forfour tranches of $176,547, $174,787, $356,671 and $344,786. The facility is also sub-divided into seven loans, one loan per newbuildingvessel, to be provided for each of the vessels on a pro rata basis under each of the four tranches. Each drawing under the first and the thirdtranche are combined and repaid in 24 consecutive semi-annual equal installments commencing six months after the actual delivery of therelevant vessel according to an average 12-year profile. Each drawing under the second tranche is repaid in 14 consecutive semi-annualequal installments commencing six months after the actual delivery of the relevant vessel according to an average 7-year profile. Eachdrawing under the fourth tranche is repaid in a single bullet seven years after the actual delivery of the relevant vessel.On March 26, 2020, on May 7, 2020, on July 9, 2020, on November 12, 2020, on December 29, 2020, on June 11, 2021 and onAugust 20, 2021, $152,525, $149,386, $149,281, $147,845, $147,845, $152,955 and $152,955, respectively, was drawn down with respectto the deliveries of the GasLog Windsor, the GasLog Wales, the GasLog Westminster, the GasLog Georgetown, the GasLog Galveston, theGasLog Wellington and the GasLog Winchester. The aggregate balance outstanding under the loan facility as of December 31, 2022 is$939,188 (December 31, 2021: $998,189). Amounts drawn bear interest at LIBOR plus a margin.(e) BNP Paribas, Credit Suisse AG and Alpha Bank S.A. (GasLog Partners $260.3M Facility, as defined below)On July 16, 2020, GasLog Partners entered into a credit agreement of $260,331 (the “GasLog Partners $260.3M Facility”) with BNPParibas, Credit Suisse AG and Alpha Bank S.A., each an original lender, with BNP Paribas acting as security agent and trustee for and onbehalf of the other finance parties mentioned above, in order to refinance the existing indebtedness due in 2021 on three of its vessels. Thefacility will amortize over ten equal semi-annual installments of $8,597 beginning in January 2021, with a final balloon amount of$174,361 payable concurrently with the last installment in July 2025. Interest on the facility is payable at a rate of LIBOR plus a margin.An amount of $260,331 was drawn on July 21, 2020, out of which $258,532 was used to refinance the outstanding indebtedness of GAS-twenty Ltd., GAS-seven Ltd. and GAS-eight Ltd., the respective entities owning the Methane Shirley Elisabeth, the GasLog Seattle andthe Solaris.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-42On September 14, 2022, the outstanding indebtedness of GAS-twenty Ltd. in the amount of $32,154 was prepaid pursuant to the saleof the Methane Shirley Elisabeth (refer to Note 6). The relevant advance of the loan agreement was cancelled and the respectiveunamortized loan fees of $294 written-off on the consolidated statement of profit or loss.The aggregate balance outstanding as of December 31, 2022 is $193,790 (December 31, 2021: $243,137).(f) DNB Bank ASA, London Branch, and ING Bank N.V., London Branch (GasLog Partners $193.7M Facility, as defined below)On July 16, 2020, GasLog Partners entered into a credit agreement of $193,713 (the “GasLog Partners $193.7M Facility”) with DNBBank ASA, London Branch, and ING Bank N.V., London Branch, each an original lender (together, the “Lenders”), with DNB Bank ASA,London Branch acting as security agent and trustee for and on behalf of the other finance party mentioned above, in order to refinance theexisting indebtedness due in 2021 on three of its vessels. The facility will amortize over ten equal semi-annual installments of $8,599beginning in January 2021, with a final balloon amount of $107,723 payable concurrently with the last installment in July 2025. Intereston the facility is payable at a rate of LIBOR plus a margin. An amount of $193,713 was drawn down on July 21, 2020, out of which$174,867 was used to refinance the outstanding indebtedness of GAS-nineteen Ltd., GAS-twenty one Ltd. and GAS-twenty seven Ltd., therespective entities owning the Methane Alison Victoria, the Methane Heather Sally and the Methane Becki Anne.In July 2022, pursuant to a “margin reset clause” included in the GasLog Partners $193.7M Facility, which required the Lenders andGAS-nineteen Ltd., GAS-twenty one Ltd., and GAS-twenty seven Ltd. (together, the “Borrowers”) to renegotiate the facility’s margin, theBorrowers and Lenders agreed the margin would remain unchanged and the facility would be transitioned from the six-month LIBOR tothe three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) Reference Rates asadministered by CME Group Benchmark Administration Limited (“CBA”), effective July 21, 2022.On October 31, 2022, the outstanding indebtedness of GAS-twenty one Ltd. in the amount of $32,939 was prepaid pursuant to the saleand leaseback agreement entered into with an unrelated third party (refer to Note 7). The relevant advance of the loan agreement wascancelled and the respective unamortized loan fees of $360 written-off on the consolidated statement of profit or loss.The aggregate balance outstanding as of December 31, 2022 is $126,378 (December 31, 2021: $176,515).(g) ABN AMRO Bank N.V., Citigroup Global Markets Limited and Nordea Bank ABP, Filial I Norge, HSBC Bank plc, CreditAgricole Corporate and Investment Bank, Unicredit Bank AG and National Bank of Australia Limited (GasLog $576.9M Facility,as defined below)On July 16, 2020 GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd., and GAS-eighteen Ltd. entered into acredit agreement of $576,888 (the “GasLog $576.9M Facility”) with ABN AMRO Bank N.V., Citigroup Global Markets Limited andNordea Bank ABP, Filial I Norge acting as global co-ordinators and bookrunners, while HSBC Bank plc acting as mandated lead arranger;Credit Agricole Corporate and Investment Bank acting as lead arranger and Unicredit Bank AG and National Bank of Australia Limitedacting as arrangers, each of those being an original lender. The credit agreement was entered to refinance the existing indebtedness due in2021 of six of the Group’s vessels. ABN AMRO Bank N.V. was appointed by the other finance parties in this syndicate as security agentand trustee. The facility comprises of a $494,475 Term Loan Facility which amortizes over 18 equal quarterly installments of $9,349beginning in April 2021 (following an initial repayment in January 2021 in the amount of $18,698), with a final balloon amount of$307,495 payable concurrently with the last installment in June 2025 and a $82,413 revolving loan facility which also matures in June2025. The facility bears interest at LIBOR plus a margin. An amount of $576,888 was drawn on July 21, 2020, out of which $557,026 wasused to refinance the outstanding indebtedness of GAS-one Ltd., GAS-two Ltd., GAS-six Ltd., GAS-nine Ltd., GAS-ten Ltd., and GAS-eighteen Ltd., the respective entities owning the GasLog Savannah, the GasLog Singapore, the GasLog Skagen, the GasLog Saratoga, theGasLog Salem and the Methane Lydon Volney. The balance of the proceeds was used for general corporate and working capital purposes.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-43On October 26, 2021, the outstanding indebtedness of GAS-ten Ltd., in the amount of $87,390 and $15,794 outstanding under theterm and revolving loan facility, respectively, was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-ownedsubsidiary of CDBL (refer to Note 7). The relevant advance of the loan agreement was cancelled and the respective unamortized loan feesof $1,302 written-off to the consolidated statement of profit or loss.On March 28, 2022, the outstanding indebtedness of GAS-six Ltd. in amounts of $86,027 and $15,984 outstanding under the term andrevolving loan facility, respectively, was prepaid pursuant to the sale and leaseback agreement entered into with a wholly-ownedsubsidiary of CDBL (refer to Note 7). The relevant advance of the loan agreement was cancelled and the respective unamortized loan feesof $1,150 written-off on the consolidated statement of profit or loss.In April 2022, the outstanding indebtedness of GAS-eighteen Ltd. was reduced by an amount of $2,500 which was prepaid inaccordance with the terms of the credit agreement.In October 2022, the Methane Lydon Volney, changed from the flag of Bermuda to the flag of Greece, was renamed to GasLog Athensand sold from GAS-eighteen Ltd. to the subsidiary GasLog Hellas-2 Special Maritime Enterprise.In October 2022, a supplemental agreement was entered into, which among other things, provided for the addition of GasLog Hellas-2Special Maritime Enterprise as a new borrower, the change of flag and name of the Methane Lydon Volney and the transition of the rate ofinterest on the facility to a risk-free rate. It was agreed that the margin would remain unchanged, and the facility transitioned from LIBORto the daily non-cumulative compounded SOFR rate as administered by Federal Reserve Bank of New York plus the applicable CreditAdjustment Spread (“CAS”), effective October 6, 2022.The aggregate balance outstanding under the term and revolving loan facility as of December 31, 2022 is $245,990 and $50,215,respectively (December 31, 2021: $360,338 and $66,619, respectively) with no amount available to be redrawn under the revolving loanfacility as of December 31, 2022 (December 31, 2021: nil).(h) National Bank of Greece S.A. (“NBG”) (GasLog Chelsea $96.8M Facility, as defined below)On July 30, 2020, GasLog entered into a credit agreement of $96,815 (the “GasLog Chelsea $96.8M Facility”) with National Bank ofGreece S.A. for the refinancing of GAS-fifteen Ltd., the entity owning the GasLog Chelsea. National Bank of Greece S.A. is acting as thesole original lender. An amount of $96,815 was drawn on July 31, 2020, out of which $92,153 was used to refinance the then outstandingindebtedness of the GasLog Chelsea. The balance of the proceeds was used for general corporate and working capital purposes. Thefacility amortizes over 20 equal quarterly installments of $1,891 beginning in October 2020, with a final balloon amount of $58,995payable concurrently with the last installment in July 2025. The loan bears interest at LIBOR plus a margin. The balance outstanding as ofDecember 31, 2022 is $79,790 (December 31, 2021: $87,357).(i) Sea 190 Leasing (GasLog Hong Kong SLB, as defined below)On October 21, 2020, GasLog refinanced through a sale-and-leaseback transaction the GasLog Hong Kong, a 174,000 cbm LNGcarrier with low pressure dual fuel two-stroke engine (“X-DF”) propulsion built in 2018. GasLog-twenty five Ltd. (“G25”) sold the vesselto Sea 190 Leasing (the “GasLog Hong Kong SLB”), raising $163,406 and leased it back under a bareboat charter for a period of twelveyears. At the end of the period, G25 has the option to buy the vessel for $70,000 otherwise a premium of $30,000 will be payable. G25 canalso buy back the vessel at any time by paying the capital outstanding and a prepayment fee where applicable. The amount drawn wasused to refinance the outstanding indebtedness of G25, in the amount of $136,776. The amount drawn on October 21, 2020, is repayable in48 quarterly installments, the first 20 installments amount to $2,670 each and the following 28 installments amount to $1,429 each, and afinal balloon payment of $70,000 payable concurrently with the last quarterly installment in October 2032. Interest on the outstandingcapital of the bareboat charter is payable at a rate of LIBOR plus a margin. G25 has the option to repurchase the vessel and as a resultunder IFRS 15, the transfer of the vessel does not qualify as a sale and leaseback. The Company did not derecognize the respective vesselfrom its balance sheet and accounted for the amount received under the sale-and-leaseback transaction as a financial liability. The balanceoutstanding as of December 31, 2022 is $142,044 (December 31, 2021: $152,725).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-44(j) Hai Kuo Shipping (GasLog Houston SLB, as defined below)On January 22, 2021, GasLog refinanced through a sale-and-leaseback transaction the GasLog Houston, a 174,000 cbm LNG carrierwith X-DF propulsion built in 2018. GAS-twenty four Ltd. (“G24”) sold the vessel to Hai Kuo Shipping (the “GasLog Houston SLB”),raising $165,958 and leased it back under a bareboat charter for a period of up to eight years. At the end of the charter period, G24 has theobligation to re-purchase the vessel for $99,575. G24 has also the option to re-purchase the vessel on pre-agreed terms no earlier than theend of the first interest period, and no later than the end of year eight, of the bareboat charter. The amount drawn was used to refinance theoutstanding indebtedness of G24, in the amount of $130,889. The amount drawn on January 22, 2021, is repayable in 32 quarterlyinstallments of $2,074 each and a final balloon payment of $99,575 payable concurrently with the last quarterly installment in January2029. Interest on the outstanding capital of the bareboat charter is payable at a rate of LIBOR plus a margin. G24 has the obligation to re-purchase the vessel and as a result under IFRS 15, the transfer of the vessel does not qualify as a sale and leaseback. The Company did notderecognize the respective vessel from its balance sheet and accounted for the amount received under the sale-and-leaseback transaction asa financial liability. The balance outstanding as of December 31, 2022 is $151,437 (December 31, 2021: $159,735).(k) CMB Financial Leasing Co., Ltd. (“CMBFL”) (4xNB SLBs, as defined below)On July 6, 2022, each of GAS-thirty eight Ltd., GAS-thirty nine Ltd., GAS-forty Ltd. and GAS-forty one Ltd. entered into sale andleaseback agreements (the “4xNB SLBs”) with wholly owned subsidiaries of CMBFL that provide for the financing of each LNG carrieron order at DSME. The Group will sell the aforementioned newbuildings for a total amount of up to $762,604, raising 92.5% of thenewbuilding contract price in form of pre- and post- delivery financing and will lease the newbuildings back for a period of ten years(under a 20-year profile) from each delivery date. GasLog has the option to repurchase the vessels no earlier than the third anniversary ofeach delivery date and as a result, under IFRS 15 the transaction does not qualify as a sale and leaseback. The Company recognized therespective advance shipyard installment payments on its balance sheet under Vessels under construction and accounted for the amountreceived under the sale-and-leaseback transaction as a financial liability. The interest on the outstanding capital is calculated on a dailycompounded SOFR plus a margin. All criteria outlined by IAS 23 Borrowing Costs were deemed to have been met upon the initialinstallment drawdown and as a result such borrowing costs incurred or to be incurred up to the delivery of the vessels qualify forcapitalization under Vessels under construction. As of December 31, 2022, $776 of capitalized interest was classified under Vessels underconstruction in the statement of financial position (December 31, 2021: nil).On July 15, 2022, the amount of $20,611 was drawn under these agreements to partially finance installments already paid by theCompany to the shipyard. All future installments (including the delivery installment) will be financed by CMBFL. On November 30,2022, the amount of $41,411 was drawn down to finance shipyard installments. The delivery installment is subject to a fair market valuetest. The aggregate balance outstanding as of December 31, 2022 is $62,022 (December 31, 2021: nil), with $700,582 available to bedrawn as of December 31, 2022.As of December 31, 2022, commitment, underwriting and legal fees of $8,764 for obtaining the undrawn portion of the financingwere classified under Deferred financing costs in the statement of financial position and will be netted off debt on the respectivedrawdown dates (December 31, 2021: nil).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-45Securities covenants and guaranteesThe obligations under the aforementioned facilities are secured by a first priority mortgage over the vessels, a pledge or negativepledge of the share capital of the respective vessel owning companies and a first priority assignment of earnings and insurance related tothe vessels, including charter revenue, management revenue, any insurance and requisition compensation and pre-delivery assignments ofthe shipbuilding contracts and the refund guarantees in the case of the 4xNB SLBs. Obligations under the 2019 GasLog Partners Facility,the GasLog Partners $260.3M Facility and the GasLog Partners $193.7M Facility are facilities guaranteed by the Partnership and GasLogPartners Holdings LLC, obligations under the October 2015 Facility are guaranteed by the Partnership and GasLog Partners Holdings LLCfor up to the value of the commitments relating to the GasLog Greece, the GasLog Geneva, the GasLog Glasgow and the GasLogGibraltar and by GasLog and GasLog Carriers for up to the value of the commitments on the remaining vessels, while obligations underthe GasLog Warsaw Facility, the 7xNB Facility, the GasLog $576.9M Facility and the GasLog Chelsea $96.8M Facility are guaranteed byGasLog and GasLog Carriers. Charter guarantees under the GasLog Hong Kong SLB, the GasLog Houston SLB and the 4xNB SLBs areguaranteed by GasLog. The facilities include customary respective covenants, and among other restrictions the facilities include a fairmarket value covenant pursuant to which the majority lenders may request additional security under the facilities if the aggregate fairmarket value of the collateral vessels (without taking into account any charter arrangements) were to fall below 120%; in the case of theOctober 2015 Facility and the 7xNB Facility, 115.0% for the first two years after each drawdown and 120.0% at any time thereafter; 100%in the case of the 4xNB SLBs following the vessels’ delivery and the GasLog Hong Kong SLB, 100% until December 31st 2022 inclusiveand 110% at any time thereafter in the case of the GasLog Houston SLB and in the case of the GasLog Partners $193.7M facility, 130.0%.The Group is in compliance with the required minimum security coverage as of December 31, 2022. In addition, under the facilities, therespective vessel-owning entities are also required to maintain at all times minimum liquidity of $1,500 per entity and the equivalent of thenext hire payment or $5,200 as of December 31, 2022 for GAS-twenty five Ltd. and are in compliance as of December 31, 2022.BondsOn June 27, 2016, GasLog completed the issuance of Norwegian Kroner (“NOK”) 750,000 (equivalent to $90,150) of new seniorunsecured bonds (the “NOK 2021 Bonds”) in the Norwegian bond market. The NOK 2021 Bonds were due to mature in May 2021 andhave a coupon of 6.9% over three-month Norwegian Interbank Offered Rate (“NIBOR”). On November 27, 2019, GasLog repurchasedand cancelled NOK 316,000 of the outstanding NOK 2021 Bonds at a price of 104.75% of par value.On January 31, 2020, GasLog repurchased and cancelled NOK 434,000 of the outstanding NOK 2021 Bonds at a price of 104.0% ofpar value, resulting in a loss of $1,937. The aforementioned repurchase was considered an extinguishment of the existing NOK 2021Bonds, and as a result, the unamortized bond fees of $316 were written off to the consolidated statement of profit or loss for the year endedDecember 31, 2020.On March 22, 2017, GasLog closed a public offering of $250,000 aggregate principal amount of the 8.875% senior unsecured notesdue in 2022 (the “8.875% Senior Notes”) at a public offering price of 100% of the principal amount. On May 16, 2019, GasLog closed afollow-on issue of $75,000 aggregate principal amount of the 8.875% Senior Notes priced at 102.5% of par with a yield to maturity of7.89%. The gross proceeds from this offering were $76,875, including a $1,875 premium. In addition, GasLog paid $10,000 for the partialexchange of the outstanding 8.875% Senior Notes at a price of 104.75% of par value, resulting in a loss of $475 for the year endedDecember 31, 2019. The exchange was completed on January 13, 2020. The carrying amount under the 8.875% Senior Notes, net ofunamortized financing costs and premium as of December 31, 2021, was $314,738. On March 21, 2022, the Group used the proceeds ofthe 2029 Notes, as defined below, to repay the $315,000 of 8.875% Senior Notes at maturity.On November 27, 2019, GasLog completed the issuance of NOK 900,000 (equivalent to $98,550) of new senior unsecured bonds (the“NOK 2024 Bonds”) in the Norwegian bond market. The NOK 2024 Bonds mature in November 2024 and bear interest at NIBOR plusmargin. Interest payments are made in arrears on a quarterly basis. GasLog may redeem the aforementioned bond in whole or in part asfrom May 2024 at 101% of par plus accrued interests on the redeemed amount.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-46The carrying amount under the NOK 2024 Bonds, net of unamortized financing costs and unamortized premium, as of December 31,2022 was $90,241 (carrying amount under the NOK 2024 Bonds as of December 31, 2021: $101,129) while their fair value was $93,414based on a USD/NOK exchange rate of 0.1011 as of December 31, 2022 (December 31, 2021: $105,990, based on a USD/NOK exchangerate of 0.1135).On September 24, 2021, GasLog entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain affiliates ofThe Carlyle Group and EIG Management Company, LLC (such affiliates, the “Purchasers”) and Wilmington Trust (London) Limited, asadministrative agent, for an amount of up to $325,000 of 7.75% Notes due in 2029 (the “2029 Notes”). On March 21, 2022, the Companyproceeded with the issuance of $315,000 of the 2029 Notes. The proceeds of the 2029 Notes were used to refinance the Company’s8.875% Senior Notes at maturity. The Note Purchase Agreement allows for the issuance of additional notes in an amount up to $100,000for the purpose of refinancing existing obligations or pursuing new growth opportunities.The 2029 Notes were issued at 99.25% of face value and bear a fixed interest rate of 7.75%. The Purchasers received an upfront fee of0.75% on signing and received a ticking fee of 1.5% from signing until drawing. Under certain conditions, the Company may elect to payinterest in kind up to three times, with the interest rate increasing to 9.75% for the applicable quarter. The carrying amount under the 2029Notes, net of unamortized financing costs and discount as of December 31, 2022, was $306,432.The 2029 Notes can be redeemed in whole or in part at any time subject to a pre-determined premium until year 4 and at parthereafter. If the Company’s historical or projected EBITDA to debt service ratio falls below a certain threshold during years 6 and 7, apercentage of the Company’s excess cash flow will be applied towards prepayment of the 2029 Notes. Upon funding, the Purchasers haveobtained a charge on the shares of GasLog Carriers Limited (“GLC”) held by the Company and a pledge on a designated bank account ofGLC.In addition, the Note Purchase Agreement includes restrictions on distributions consistent with the Company’s NOK denominatedbond, according to which the Company may not make distributions that in aggregate exceed $1.10/share during any calendar year.Notwithstanding the foregoing, GasLog may make any amounts of distributions so long as the Company’s cash and cash equivalents (on aconsolidated basis) exceed $150,000. Finally, the Note Purchase Agreement also contains certain restrictions on indebtedness, liens,guarantees, asset sales and distributions, among others. Among other exceptions, new indebtedness is permitted when the Company meetspre-determined thresholds on a pro-forma basis for its “Charter Coverage Ratio” (the ratio of the present value of qualified contractedrevenues to the aggregate indebtedness of the Company on any date).As of December 31, 2021, commitment, arrangement, upfront and legal and other fees of $5,564 for obtaining the undrawn amount ofthe financing are classified under Deferred financing costs in the statement of financial position and were netted off debt on the respectivedrawdown date (December 31, 2022: nil).Corporate guarantor financial covenantsGasLog Partners’ financial covenantsGasLog Partners as corporate guarantor for the 2019 GasLog Partners Facility, the GasLog Partners $260.3M Facility, the GasLogPartners $193.7M Facility and for the debt of the vessels owned by GasLog Partners under the October 2015 Facility is subject tospecified financial covenants on a consolidated basis. These financial covenants include the following:(i)the aggregate amount of cash and cash equivalents, short-term cash deposits and available undrawn facilities with remainingmaturities of at least six months (excluding loans from affiliates) must be at least $45,000;(ii)total indebtedness divided by total assets must be less than 65.0%;(iii)the Partnership is permitted to declare or pay any distributions, subject to no event of default having occurred or occurring as aconsequence of the payment of such distributions.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-47The 2019 GasLog Partners Facility, the GasLog Partners $260.3M Facility, the GasLog Partners $193.7M Facility and the October2015 Facility also impose certain restrictions relating to GasLog Partners, including restrictions that limit its ability to make anysubstantial change in the nature of its business or to change the corporate structure without approval from the lenders.Compliance with the financial covenants is required to be reported to the Partnership’s lenders on a semi-annual basis. GasLogPartners was in compliance with the respective financial covenants as of December 31, 2022.GasLog’s financial covenantsGasLog, as corporate guarantor for the loan facilities (except for the 2019 GasLog Partners Facility, the GasLog Partners $260.3MFacility, the GasLog Partners $193.7M Facility and the debt of the vessels owned by GasLog Partners under the October 2015 Facility),2029 Notes and NOK 2024 Bonds and as a charter guarantor for the GasLog Hong Kong SLB, the GasLog Houston SLB and the 4xNBSLBs, is subject to specified financial covenants on a consolidated basis.These financial covenants include the following:(i)net working capital (excluding the current portion of long-term debt) must be not less than $0;(ii)total indebtedness divided by total assets must not exceed 75.0%;(iii)the aggregate amount of all unencumbered cash and cash equivalents must be at least $75,000;(iv)the ratio of EBITDA over debt service obligations (including interest and debt repayments) on a trailing twelve-month basis mustbe not less than 1.10:1 provided that such covenant is not applicable as long as all unencumbered cash and cash equivalent arenot less than $110,000;(v)the market value adjusted net worth of GasLog must at all times be not less than $350,000; and(vi)GasLog is permitted to pay dividends, subject to no event of default having occurred or occurring as a consequence of thepayment of such dividends.The credit facilities also impose certain restrictions relating to GasLog, including restrictions that limit its ability to make anysubstantial change in the nature of its business or to engage in transactions that would constitute a change of control, as defined in therelevant credit facilities, without repaying all of the Group’s indebtedness in full, or to allow the Group’s largest shareholders to reducetheir shareholding in GasLog below specified thresholds.In addition, the terms of the NOK 2024 Bonds include a dividend restriction according to which GasLog may not (i) declare or makeany dividend payment or distribution, whether in cash or in kind, (ii) repurchase any of the Group’s shares or undertake other similartransactions (including, but not limited to, total return swaps related to the Group’s shares), or (iii) grant any loans or make otherdistributions or transactions constituting a transfer of value to the Group’s shareholders (items (i), (ii) and (iii) collectively referred to asthe “Distributions”) that in aggregate exceed during any calendar year $1.10/share. Notwithstanding the foregoing, GasLog may make anyamount of Distributions, so long as the Group’s cash and cash equivalents and short-term cash deposits exceed $150,000, provided thatGasLog can demonstrate, by delivering a compliance certificate to the bond trustee, that no event of default is continuing or would resultfrom such Distributions.The terms of the 2029 Notes impose certain restrictions on GasLog and our wholly owned subsidiaries. These restrictions generallylimit our ability to, among other things:(i)incur additional indebtedness, create liens or provide guarantees in relation to indebtedness above an aggregate amount of$30,000; certain exceptions apply mainly for indebtedness incurred in the normal course of business;Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-48(ii)incur indebtedness for acquisitions of new vessels unless the Charter Coverage Ratio on a pro-forma basis is either above what itwould have been without the acquisition and incurrence of the associated debt or above pre-determined thresholds for theremaining tenor of the 2029 Notes;(iii)incur indebtedness for acquisitions of second-hand vessels unless the Charter Coverage Ratio on a pro-forma basis is above pre-determined thresholds for the remaining tenor of the 2029 Notes;(iv)engage in merger or other corporate reconstruction transactions;(v)sell or otherwise dispose of ships or shares in subsidiaries if the net proceeds are above $10,000 unless such proceeds are appliedtowards prepayment of the 2029 Notes;(vi)undergo a change in ownership;(vii)provide any loans to third parties except in the ordinary course of business; or(viii) declare or make any dividend payment of distribution, that in aggregate exceed during any calendar year $1.10/share.Notwithstanding the foregoing, GasLog may make any amount of Distributions, so long as the Group’s cash and cash equivalents andshort term investments exceed $150,000, provided that GasLog can demonstrate by delivering a compliance certificate to theadministrative agent that no event of default is continuing or would result from such Distributions.In connection with the de-listing of Gaslog’s common shares from the New York Stock Exchange completed in June 2021,supplemental agreements have been signed with certain lenders with respect to clauses relating to GasLog. Costs relating to theaforementioned amendment of the agreements amounted to $15,718 for the year ended December 31, 2021, respectively and have beenincluded in Financial costs (Note 19).Compliance with the loan financial covenants is required to be reported to the Group’s lenders on a semi-annual basis whilecompliance with the NOK 2024 Bonds and the 2029 Notes covenants is required at all times. The Group was in compliance with allfinancial covenants as of December 31, 2022.Debt Repayment ScheduleThe maturity table below reflects the principal repayments of the loans, the sale-and-leaseback transactions, the NOK 2024 Bonds andthe 2029 Notes outstanding as of December 31, 2022 based on the repayment schedule of the respective borrowings (as described above): As of December 31,2022Not later than one year 305,975Later than one year and not later than three years 1,196,148Later than three years and not later than five years 730,712Later than five years 1,121,056Total 3,353,891The weighted average interest rate for the outstanding credit facilities and bonds for the year ended December 31, 2022 was 4.3%(December 31, 2021: 3.02%) excluding the fixed interest rate for the interest rate swaps where hedge accounting is not applicable (Note26).After excluding the unamortized deferred loan issuance costs the carrying amount of the Group’s debt recognized in the consolidatedfinancial statements approximates its fair value since the debt bears interest at a variable interest rate.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-4914. Other Payables and AccrualsAn analysis of other payables and accruals is as follows:As of December 31, 2021 2022Unearned revenue 69,768 71,228Accrued off-hire 2,461 4,490Accrued purchases 10,169 10,662Accrued interest 26,186 43,712Other accruals 44,917 36,840Total 153,501 166,932The unearned revenue represents charter hires received in advance in December 2022 relating to the hire period of January 2023 for29 vessels (December 2021: 32 vessels).15. Vessel Operating and Supervision CostsAn analysis of vessel operating and supervision costs is as follows:For the year ended December 31, 2020 2021 2022Crew and vessel management employee costs 89,463 103,936 107,639Technical maintenance expenses 39,369 37,996 36,844Other vessel operating expenses 19,403 24,500 26,108Total 148,235 166,432 170,59116. Voyage Expenses and CommissionsAn analysis of voyage expenses and commissions is as follows:For the year ended December 31, 2020 2021 2022Brokers’ commissions on revenue 7,050 8,363 9,676Bunkers’ consumption and other voyage expenses 14,833 11,067 4,584Total 21,883 19,430 14,260Bunkers’ consumption and other voyage expenses represent mainly bunkers consumed during vessels’ unemployment and off-hire(including bunkers consumed during dry-docking).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-5017. General and Administrative ExpensesAn analysis of general and administrative expenses is as follows:For the year ended December 31, 2020 2021 2022Employee costs 24,051 16,079 18,343Share-based compensation (Note 22) 5,486 3,032 760Amortization of long-term employee benefits—6842,332Other expenses 17,712 23,518 13,572Total 47,249 43,313 35,007On April 1, 2021, the Company granted $3,355 of cash settled awards to selected employees, in consideration of their key roles in theCompany’s operations and their continuing commitment to its success. This grant will be settled in cash three years after the grant date, i.e.in April 2024. It is subject to the employees’ continuing employment with the Company.On April 1, 2022, the Company granted $6,000 of cash settled awards to selected employees, in consideration of their key roles in theCompany’s operations and their continuing commitment to its success. This grant will be settled 25% on each of the first and secondanniversary (April 1 of 2023 and 2024, respectively) and 50% on the third anniversary (April 1, 2025), without performance conditions.This grant is subject to the employees’ continuing employment with the Company. These obligations are measured as the present value ofexpected future payments to be made with any unwind in the discount reflected in the consolidated statement of profit or loss. The expenseof the period is included in Amortization of long-term employee benefits in the table above.Other expenses include legal and professional costs relating to the Transaction of $136 for the year ended December 31, 2022($10,698 for the year ended December 31, 2021 and $937 for the year ended December 31, 2020).18. Revenues from Contracts with CustomersThe Group has recognized the following amounts relating to revenues: For the year ended December 31, 2020 2021 2022Revenues from long-term fleet502,865 541,738 536,334Revenues from spot fleet170,412266,776378,439Revenues from vessel management services 812 1,063 852Total 674,089 809,577 915,625Management allocates vessel revenues to two categories: a) spot fleet and b) long-term fleet, which reflects its commercial strategy.Specifically, the spot fleet category contains all vessels that have contracts with initial duration of up to three years. The long-term fleetcategory contains all vessels that have charter party agreements with initial duration of more than three years. Both categories, excludeoptional periods.Until December 31, 2021, the Group presented revenues from charter party agreements with an initial duration of less than five years(excluding optional periods) as revenues from spot time charters. Management believes that the revised presentation, using an initialduration of less than three years, represents more faithfully the Group’s exposure to the spot and short-term market as opposed to the long-term market and better reflects management’s view of the Group’s business, as evolved over the last two years. Comparative figures havebeen retrospectively adjusted to reflect this change in policy, resulting in the reclassification of $39,978 and $44,538 from Revenues fromspot fleet to Revenues from long-term fleet for the years ended December 31, 2020 and 2021, respectively.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-51The technical management service components of revenue from time charters (Revenues from long-term fleet and Revenues fromspot fleet) during the years ended December 31, 2020, 2021 and 2022 were $147,750, $176,087 and $184,191. These figures are notreadily quantifiable as the Group’s contracts (under time charter arrangements) do not separate these components. The service componentamounts are estimated based on the amounts of the vessel operating expenses for each year, using the “cost plus margin” approach.Payments received include payments for the service components in these time charter arrangements.19. Financial Income and CostsAn analysis of financial income and costs is as follows:For the year ended December 31, 2020 2021 2022Financial Income Interest income 726 142 4,118Total financial income 726 142 4,118Financial Costs Amortization and write-off of deferred loan/bond issuance costs/premiumand discount 22,876 20,286 15,936Interest expense on loans 93,860 82,325 119,339Interest expense on bonds and realized loss on CCSs 35,891 34,766 33,788Interest expense on leases 9,921 10,269 13,639Loss arising on bond repurchases at a premium (Note 13) 1,937 — —Other financial costs, net 796 19,309 1,973Total financial costs 165,281 166,955 184,675Other financial costs, net includes an amount of $15,718 for the year ended December 31, 2021, relating to fees (bank consent, legalfees, etc.) to obtain the third-party consents and waivers in connection with the de-listing of the Group’s shares from NYSE after theconsummation of the Transaction.20. ContingenciesVarious claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shippingbusiness. In addition, losses may arise from disputes with charterers, environmental claims, agents and insurers and from claims withsuppliers relating to the operations of the Group’s vessels. Currently, management is not aware of any such claims or contingent liabilitiesrequiring disclosure in the consolidated financial statements.21. Related Party TransactionsThe Group had the following balances with related parties which have been included in the consolidated statements of financialposition:Current AssetsAmounts due from related partiesTable of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-52As of December 31, 2021 2022Other receivables 18 61Total 18 61Current LiabilitiesAmounts due to related partiesAs of December 31, 2021 2022Ship management creditors 119 14Amounts due to related parties 27 26Ship management creditors’ liability comprises cash collected from Egypt LNG Shipping Ltd. to cover the obligations of its vesselunder the Group’s management.Amounts due to related parties of $26 as of December 31, 2022 (December 31, 2021: $27) are expenses paid by a related party onbehalf of the Group and payables to other related parties for the office lease and other operating expenses.As of December 31, 2022, GasLog has issued a letter of credit of EUR15,400 to GasLog Cyprus Investments Ltd., a wholly ownedsubsidiary of GasLog and a 20% shareholder in Gastrade, in connection with the development of an FSRU (Note 6).The Group had the following transactions with related parties which have been included in the consolidated statements of profit orloss for the years ended December 31, 2020, 2021 and 2022:Statement of Company Details income account202020212022(a) Egypt LNG Shipping Ltd. Vessel management services Revenues (703) (703) (703)(a) Egypt LNG Shipping Ltd.Sale of office propertyLoss on disposal of non-current assets572——(b) Nea Dimitra Property Office rent and utilities General and administrative expenses 478 593 647(b) Nea Dimitra PropertyOffice rentFinancial costs/Depreciation669780717(b) Nea Dimitra Property Other office services General and administrative expenses 1 — —(c) Seres S.A. Catering services General and administrative expenses 268 306 326(c) Seres S.A. Consultancy services General and administrative expenses 56 65 51(d) Chartwell Management Inc. Travel expenses General and administrative expenses 23 — —(e) Ceres Monaco S.A.M. Professional services General and administrative expenses 144 — —(e)Ceres Monaco S.A.M.Travel expensesGeneral and administrative expenses1——(f) Ceres Shipping Ltd.Travel expensesGeneral and administrative expenses1——(g)Blenheim Holdings Ltd. Professional services General and administrative expenses — — 1(a)One of the Group’s subsidiaries, GasLog LNG Services Ltd. provides vessel management services to Egypt LNG Shipping Ltd., the LNG vessel owning company, inwhich another subsidiary, GasLog Shipping Company Ltd., holds a 25% ownership interest. In addition, in June 2020, GasLog LNG Services Ltd. agreed to sell a low-pressure turbine to Egypt LNG Shipping Ltd. to be installed on the Methane Nile Eagle. The disposal resulted in a loss of $572 (Note 6).(b)Through its subsidiaries, GasLog LNG Services Ltd., GasLog Hellas-1 Special Maritime Enterprise and GasLog Hellas-2 Special Maritime Enterprise, the Group leases office space in Piraeus, Greece, from an entity controlled by Ceres Shipping, Nea Dimitra Ktimatikh kai Emporikh S.A. (c)GasLog LNG Services Ltd. has also entered into an agreement with Seres S.A., an entity controlled by the Livanos family, for the latter to provide catering services tothe staff based in the Piraeus office. Amounts paid pursuant to the agreement are generally less than Euro 10 per person per day, but are slightly higher on specialoccasions. In addition, GasLog LNG Services Ltd. has entered into an agreement with Seres S.A. for the latter to provide human resources, telephone anddocumentation services for the staff based in Piraeus.(d)Chartwell Management Inc. is an entity controlled by the Livanos family which provides travel services to GasLog’s directors and officers.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-53(e)GasLog entered into a consulting agreement for the services of an employee of Ceres Monaco S.A.M., an entity controlled by the Livanos family, for consultancyservices in connection with the acquisition of GasLog’s shareholding in Gastrade. GasLog agreed to pay a fixed fee for work carried out between May 1, 2016 andDecember 31, 2017 in the sum of $100 and a consultancy arrangement fee of $12 per month up to December 31, 2020.(f)Ceres Shipping Ltd., an entity controlled by the Livanos family, requested reimbursement of travel expenses provided during the year.(g)Blenheim Holdings Ltd., an entity controlled by the Livanos family, requested reimbursement of professional expenses provided during the year.(h)In the year ended December 31, 2020, Ceres Shipping Enterprises S.A., an entity controlled by the Livanos family, received a fee of $1,000 for consultancy servicesprovided in relation to the Group’s debt re-financings completed in July and August 2020. This amount is classified under Deferred loan issuance costs (i.e. contra debt)and is amortized over the duration of the respective facilities.(i)In the year ended December 31, 2021, Ceres Shipping Ltd., an entity controlled by the Livanos family, received a fee of $488 for consultancy services provided inrelation to the refinancing of the Group’s 8.875% Senior Notes. This amount was classified under Deferred financing costs in the consolidated statement of financialposition as of December 31, 2021. On the date that the 2029 Notes were drawn this amount was netted off debt and is amortized over the duration of the 2029 Notes(Note 13).Compensation of key management personnelThe remuneration of directors and key management was as follows: For the year ended December 31, 2020 2021 2022Remuneration 8,663 4,815 5,719Short-term benefits 181 79 56Amortization of long-term employee benefits—5371,940Expense recognized in respect of share-based compensation 2,951 1,225 713Total 11,795 6,656 8,42822. Share-Based CompensationOmnibus Incentive Compensation PlanGasLog has granted to executives, managers and certain employees of the Group, Restricted Stock Units (“RSUs”), StockAppreciation Rights or Stock Options (collectively, the “SARs”) and Performance Stock Units (“PSUs”) in accordance with its 2013Omnibus Incentive Compensation Plan (the “Plan”).Following the consummation of the Transaction, the previously unvested RSUs and PSUs vested; the PSUs vested assuming 100%achievement of performance conditions. In addition, all SARs have been cancelled and replaced by cash consideration.Fair valueThe fair value of the SARs has been calculated based on the Modified Black-Scholes-Merton method. Expected volatility was basedon historical share price volatility for the period since the Group’s initial public offering. The expected dividend was based onmanagement’s expectations of future payments on the grant date.The fair value of the RSUs and PSUs was determined by using the grant date closing price and was not further adjusted since theholders are entitled to dividends.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-54Movement in RSUs, SARs and PSUsThe summary of RSUs, SARs and PSUs is presented below: Weighted Weighted averageaverage shareWeightedNumber ofexercise priceprice at theaverageAggregateawardsper sharedate of exercisecontractual lifefair valueRSUs Outstanding as of January 1, 2021 643,853 — — 1.90 4,124Vested during the year (642,637) — — — (4,104)Forfeited during the year (1,216) — — — (20)Outstanding as of December 31, 2021 — — — — —Outstanding as of December 31, 2022— — — — —SARs Outstanding as of January 1, 2021 2,452,478 14.44 — 5.47 10,523Cancelled during the year(2,452,478)———(10,523)Outstanding as of December 31, 2021 — — — — —Outstanding as of December 31, 2022 — — — — —PSUsOutstanding as of January 1, 2021501,444——2.251,759Vested during the year(501,444)———(1,759)Outstanding as of December 31, 2021—————Outstanding as of December 31, 2022—————GasLog Partners has granted to its executives RCUs and PCUs in accordance with the GasLog Partners’ Plan. The RCUs and PCUswill vest three years after the grant dates subject to the recipients’ continued service; vesting of the PCUs is also subject to theachievement of certain performance targets in relation to total unitholder return. Specifically, the performance measure is based on thetotal unitholder return (“TUR”) achieved by the Partnership during the performance period, benchmarked against the TUR of a selectedgroup of peer companies. TUR above the 75th percentile of the peer group results in 100% of the award vesting; TUR between the 50thand 75th percentile of the peer group results in 50% of award vesting; TUR below the 50th percentile of the peer group results in none ofthe award vesting. The holders are entitled to cash distributions that are accrued and will be settled on vesting.The details of the granted awards are presented in the following table:Fair value atAwards Number Grant date grant dateRCUs233,688April 1, 2020$ 2.02 PCUs233,688April 1,2020$ 2.02 RCUs98,255April 1, 2021$ 2.75 PCUs98,255April 1, 2021$ 2.75 RCUs21,663September 14, 2021$ 4.09 PCUs21,663September 14, 2021$ 4.09 RCUs113,793April 1, 2022$ 5.80 In accordance with the terms of the GasLog Partners’ Plan, the awards will be settled in cash or in common units at the sole discretionof the board of directors or such committee as may be designated by the board to administer the GasLog Partners’ Plan. These awardshave been treated as equity settled because the Partnership has no present obligation to settle them in cash.Fair valueThe fair value of the RCUs and PCUs in accordance with the GasLog Partners’ Plan was determined by using the grant date closingprice and was not further adjusted since the holders are entitled to cash distributions.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-55Movement in RCUs and PCUsThe summary of RCUs and PCUs is presented below: Weighted Number ofaverageAggregateawardscontractual lifefair valueRCUs Outstanding as of January 1, 2021 89,978 2.04 446Granted during the year 119,918 — 368Vested during the year(5,984)—(140)Outstanding as of December 31, 2021 203,912 1.86 674Granted during the year113,793—660Vested during the year(70,620)—(317)Outstanding as of December 31, 2022247,0851.491,017PCUs Outstanding as of January 1, 2021 89,978 2.04 446Granted during the year 119,918 — 368Vested during the year(2,992)—(70)Forfeited during the year(2,992)—(70)Outstanding as of December 31, 2021 203,912 1.86 674Vested during the year(65,044)—(189)Forfeited during the year(5,576)—(128)Outstanding as of December 31, 2022 133,292 0.84 357The total expense recognized in respect of share-based compensation for the year ended December 31, 2022 was $760 (December 31,2021: $3,032 and December 31, 2020: $5,486). The total accrued cash distribution as of December 31, 2022 is $56 (December 31, 2021:$86).23. Commitments(a)Commitments relating to the vessels under construction (Note 6) on December 31, 2022 payable to DSME were as follows:As of December 31,2022Not later than one year 123,855Later than one year and not later than three years576,727Total 700,582All installments, including the delivery installment but excluding the part of the initial installments that were already paid by theCompany to the shipyard, will be paid directly to DSME by CMBFL according to the terms of the 4xNB SLBs (Note 13). The deliveryinstallment is subject to a fair market value test.(b)Commitments relating to the vessels under construction (Note 6) on December 31, 2022 payable to Keppel not later than one yearwere $61,836.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-56(c)Future minimum lease payments receivable in relation to non-cancellable time charter agreements for vessels in operation,including vessels under a lease (Note 7) as of December 31, 2022 are as follows (30 off-hire days are assumed when each vessel willundergo scheduled dry-docking; in addition, early delivery of the vessels by the charterers or any exercise of the charterers’ options toextend the terms of the charters are not accounted for): As of December 31, 2022Not later than one year 656,072Later than one year and not later than two years 477,474Later than two years and not later than three years 379,389Later than three years and not later than four years287,113Later than four years and not later than five years214,922Later than five years 210,599Total 2,225,569Future minimum lease payments receivable disclosed in the above table exclude the lease payments of the vessels that are underconstruction as of December 31, 2022 (Note 6). For these vessels, the following charter party agreements have been signed:●In February 2022, GAS-thirty nine Ltd. signed an agreement with Mitsui for its newbuilding Hull No. 2533 to be chartered toMitsui upon delivery in 2024 for an initial term of nine years.●In February 2022, GAS-forty Ltd. signed an agreement with Woodside Energy Shipping Singapore Pte Ltd. (“Woodside”) for itsnewbuilding Hull No. 2534 to be chartered to Woodside upon delivery in 2025 for an initial term of ten years.●In February 2022, GAS-forty one Ltd. signed an agreement with Woodside for its newbuilding Hull No. 2535 to be chartered toWoodside upon delivery in 2025 for an initial term of ten years.●In April 2022, GAS- thirty eight Ltd. signed an agreement with a multinational oil and gas company for its newbuilding Hull No.2532 to be chartered to the multinational oil and gas company upon delivery in 2024 for an initial term of seven years.(d)In the period commencing September 2017 until June 2021, GasLog LNG Services Ltd. entered into new or renewedmaintenance agreements with Wartsila Greece S.A. (“Wartsila”) in respect of twenty-four LNG carriers. The agreements ensure dynamicmaintenance planning, technical support, security of spare parts supply, specialist technical personnel and performance monitoring.(e)In March 2019, GasLog LNG Services entered into an agreement with Samsung in respect of nineteen of GasLog’s vessels. Theagreement covers the supply of ballast water management systems on board the vessels by Samsung and associated field, commissioningand engineering services for a firm period of six years. As of December 31, 2022, ballast water management systems had been installed onfourteen out of the nineteen vessels.(f)In October 2021, GasLog LNG Services entered into long term service agreements with Hyundai Global Service Europe B.V.(“Hyundai”) in respect of six of GasLog’s vessels. The agreement covers the supply of spare parts and/or services to maintain the enginesof these vessels for a period of five years.(g)Other Guarantees:As of December 31, 2022, GasLog LNG Services Ltd. has provided bank guarantees as follows:●Up to $250 to third parties relating to the satisfactory performance of its ship management activities;●Bank guarantee of $10 to the Greek Ministry of Finance relating to the satisfactory performance of the obligations arising underGreek laws 89/1967, 378/1968 as amended by law 814/1978.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-57●Bank guarantee of $338 relating to the United Kingdom Mutual Steamship Assurance Association Limited relating to thepunctual payment in the event a supplementary call is levied for policy years in which GasLog vessels were entered with theclub.●Bank guarantee for $337 relating to the participation in an FSRU tender.24. Financial Risk ManagementThe Group’s activities expose it to a variety of financial risks, including market risk, liquidity risk and credit risk. The Group’s overallrisk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on theGroup’s financial performance. The Group makes use of derivative financial instruments such as interest rate swaps to moderate certainrisk exposures.Market riskInterest rate risk: The Group is subject to market risks relating to changes in interest rates because it has floating rate debtoutstanding. Significant increases in interest rates could adversely affect the Group’s results of operations and its ability to service its debt.The Group uses interest rate swaps to reduce its exposure to market risk from changes in interest rates. The principal objective of thesecontracts is to minimize risks associated with its floating rate debt and not for speculative or trading purposes. As of December 31, 2022,the Group has economically hedged 30.7% of its variable rate interest exposure relating to its existing credit facilities and the bonds byswapping the variable rate to a fixed rate (December 31, 2021: 43.7%).The aggregate principal amount of our outstanding floating rate debt as of December 31, 2022 was $2,110,036. As an indication of theextent of our sensitivity to interest rate changes, an increase in LIBOR or SOFR of 10 basis points would increase the annual interestexpense on the un-hedged portion of the Group’s loans by approximately $2,076 (December 31, 2021: $1,942 and December 31, 2020:$1,665).Interest rate sensitivity analysis: The fair value of the interest rate swaps as of December 31, 2022 was estimated as a net asset of$35,486 (December 31, 2021: net liability of $53,192).The interest rate swap agreements described below are subject to market risk as they are recorded at fair value in the statement offinancial position at year end. The fair value of interest rate swap liabilities increases when interest rates decrease and decreases wheninterest rates increase. At December 31, 2022, if interest rates had increased or decreased by 10 basis points with all other variables heldconstant, the positive/(negative) impact, respectively, on the fair value of the interest rate swaps would have amounted to $1,937(December 31, 2021: $3,187 and December 31, 2020: $5,162) affecting loss/(gain) on derivatives in the respective reporting dates.Other price risk: The decrease in the fair value of Egypt LNG Shipping Ltd., in response to unfavorable market conditions resultingin a decrease in charter rates and vessel values, could negatively impact the value of the Group’s investment in associate. Therefore,management might conclude that impairment is necessary in the future.Currency risk: Currency risk is the risk that the value of financial instruments and/or the cost of commercial transactions willfluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets andliabilities are denominated in a currency that is not the Group’s subsidiaries’ functional currency. The Group is exposed to foreignexchange risk arising from various currency exposures primarily with respect to general and crew costs denominated in EUR. Specifically,for the year ended December 31, 2022, $134,883 of the operating and administrative expenses were denominated in EUR (December 31,2021: $126,988 and December 31, 2020: $130,861). As of December 31, 2022, $29,343 of the Group’s outstanding trade payables andaccruals were denominated in EUR (December 31, 2021: $27,323). The Group is also exposed in currency risk in relation to our NOK2024 Bonds (Note 13).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-58The Group has entered into CCSs (Note 26) to hedge its currency exposure from the NOK 2024 Bonds and forward foreign exchangecontracts to hedge its currency exposure from payments in EUR and Singapore dollars (“SGD”). In addition, management monitorsexchange rate fluctuations on a continuous basis. As an indication of the extent of the Group’s sensitivity to changes in exchange rate, a10% increase in the average EUR/USD exchange rate would have decreased the Group’s profit and cash flows during the year endedDecember 31, 2022 by $13,488, based upon its expenses during the year (December 31, 2021: $12,699 and December 31, 2020: $13,086).Interest rate risk on NOK 2024 Bonds (cash flow hedge): The Group uses approved instruments such as CCSs, in order to reduce thevariability of the cash flows associated with the functional currency equivalent interest and principal of the NOK 2024 Bonds as well aschanges in the cash flows associated with changes in the currency rates and is therefore exposed to the following interest rate benchmarkswithin its hedge accounting relationship, which are subject to interest rate benchmark reform: LIBOR and NIBOR (collectively “IBORs”).The Group has closely monitored the market and the output from the various industry working groups managing the transition to newbenchmark interest rates. This includes announcements made by LIBOR regulators (including the Financial Conduct Authority (“FCA”)and the US Commodity Futures Trading Commission) regarding the transition away from IBORs to the SOFR and the NorwegianOvernight Weighted Average (“NOWA”) respectively. The FCA has made clear that, at the end of 2021, it will no longer seek to persuadeor compel banks to submit LIBOR estimates.The Group believes that all areas potentially impacted (including borrowings, derivative financial instruments etc.) have beenidentified.The Group’s NOK 2024 Bonds agreement includes fall back provisions for a case of cessation of the referenced benchmark interestrate. Specifically, it states that in the case that the interest rate referenced IBOR is no longer available, the interest rate will be set by thebond trustee in consultation with the issuer to: (i) any relevant replacement reference rate generally accepted in the market; or (ii) suchinterest rate that best reflects the interest rate for deposits in the bond currency offered for the relevant interest period. In each case, if anysuch rate is below zero, the reference rate will be deemed to be zero.For the Group’s CCSs, the International Swaps and Derivatives Association’s (“ISDA”) fall back clauses were made available at theend of 2019. These clauses or similar language has been inserted into a number of ISDA agreements across the Group and all outstandingagreements will be considered on a case by case basis with each counterparty.Below are details of the hedging instruments and hedged item in scope of the IFRS 9 amendments due to interest rate benchmarkreform, by hedge type. The terms of the hedged item match those of the corresponding hedging instruments.Hedge type Instrument type Counterparty Maturing in Notional amount Hedged itemReceive 3-monthNIBOR, pay 3-monthLIBOR floating CCSDNBNov 2024$32,850Cash flow hedgesReceive 3-monthNIBOR, pay 3-monthLIBOR floating CCSSEBNov 2024$32,850NOK 2024 Bonds ofthe same maturity andnotional of the CCSs.Receive 3-monthNIBOR, pay 3-monthLIBOR floating CCSNordeaNov 2024$32,850Total$98,550The Group will continue to apply the amendments to IFRS 9 until the uncertainty arising from the interest rate benchmark reformswith respect to the timing and the amount of the underlying cash flows that the Group is exposed ends. The Group has assumed that thisuncertainty will not end until the Group’s contracts that reference IBORs are amended to specify the date on which the interest ratebenchmark will be replaced, the cash flows of the alternative benchmark rate and relevant spread adjustment.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-59Liquidity riskLiquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentiallyenhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining sufficient cash and cashequivalents and by having available adequate amounts of undrawn credit facilities.The following tables detail the Group’s expected cash flows for its non-derivative financial liabilities. The tables have been drawn upbased on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. Thetables include both interest and principal cash flows. Variable future interest payments were determined based on an averageLIBOR/SOFR plus the margins applicable to the Group’s credit facilities at the end of each year presented.WeightedaverageeffectiveLessinterestthan 1 rate month 1-3 months 3-12 months 1-5 years 5+ years TotalDecember 31, 2021 Trade accounts payable $15,770 122 — — — 15,892Amounts due to related parties 27 — — — — 27Other payables and accruals* 22,513 42,026 17,893 — — 82,432Other non-current liabilities* — — — 814 1,314 2,128Variable interest loans 2.33% 39,834 41,548 227,108 2,135,245 1,186,584 3,630,319Bonds —323,5035,082 115,817 — 444,402Lease liabilities3,7757,19932,220174,048166,582383,824Total $81,919414,398 282,303 2,425,924 1,354,480 4,559,024December 31, 2022 Trade accounts payable $18,848 877 — — — 19,725Amounts due to related parties 26 — — — — 26Other payables and accruals* 37,471 31,797 25,352 — — 94,620Other non-current liabilities* — — — 1,458 1,402 2,860Variable interest loans 6.41% 35,718 126,423 288,527 2,288,419 929,869 3,668,956Bonds —1,80826,819 200,005 350,873 579,505Lease liabilities5,35010,19245,989197,221150,504409,256Total $97,413171,097 386,687 2,687,103 1,432,648 4,774,948*Non-financial liabilities are excluded.The amounts included above for variable interest rate instruments are subject to change if changes in variable interest rates differ fromthose estimates of interest rates determined at the end of the reporting period.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-60The following tables detail the Group’s expected cash flows for its derivative financial instruments. The table has been drawn upbased on the undiscounted contractual net cash inflows and outflows on derivative instruments that are settled on a net basis. When theamount payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates asillustrated by the yield curves existing at the end of the reporting period. The undiscounted contractual cash flows are based on thecontractual maturities of the derivatives. Less than 1 month1-3 months3-12 months1-5 years5+ yearsTotalDecember 31, 2021 Interest rate swaps 605 1,138 23,877 28,263 1,217 55,100Cross currency swaps — (76) (430) (1,961) —(2,467)Forward foreign exchange contracts 175 345 427 — —947Total 780 1,407 23,874 26,302 1,21753,580December 31, 2022 Interest rate swaps 4,711 — 18,398 14,174 31937,602Cross currency swaps — (363) (2,229) (5,964) —(8,556)Forward foreign exchange contracts 136 1,311 1,163 — —2,610Total 4,847 948 17,332 8,210 31931,656Credit riskCredit risk is the risk that a counterparty will fail to discharge its obligations and cause a financial loss and arises from cash and cashequivalents, short-term cash deposits, favorable derivative financial instruments and deposits with banks and financial institutions, as wellas credit exposures to customers, including trade and other receivables and amounts due from related parties. The Group is exposed tocredit risk in the event of non-performance by any of its counterparties. To limit this risk, the Group currently deals primarily withfinancial institutions and customers with high credit ratings. As of December 31, 2021 2022Cash and cash equivalents 282,246 368,286Short-term cash deposits—36,000Trade and other receivables 28,595 22,897Amounts due from related parties 18 61Derivative financial instruments 2,509 38,608For the year ended December 31, 2022, 31.0% of the Group’s revenue was earned from Shell plc (December 31, 2021 and December31, 2020, 38.0% and 57.2%, respectively) and accounts receivable were not collateralized; however, management believes that the creditrisk is partially offset by the creditworthiness of the Group’s counterparties. The Group did not experience significant credit losses on itsaccounts receivable portfolio during the three years ended December 31, 2022. The carrying amount of financial assets recorded in theconsolidated financial statements represents the Group’s maximum exposure to credit risk. Management monitors exposure to credit risk,and they believe that there is no substantial credit risk arising from the Group’s counterparties.The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high creditratings assigned by international credit-rating agencies.25. Capital Risk ManagementThe Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to ensure that itmaintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-61The Group monitors capital using a gearing ratio, defined under certain of the Group’s credit facilities as total debt and derivativefinancial instruments divided by total equity plus total debt and derivative financial instruments (Note 13). The gearing ratio is calculatedas follows: As of December 31, 2021 2022 Borrowings, current portion 553,161 294,977Borrowings, non-current portion 3,105,059 3,004,767Lease liabilities, current portion 30,905 48,548Lease liabilities, non-current portion 271,945 287,828Derivative financial instruments, current liability25,5182,834Derivative financial instruments, non-current liability28,6945,498Derivative financial instruments, current assets(596)(25,383)Derivative financial instruments, non-current assets(1,913)(13,225)Total debt 4,012,773 3,605,844Total equity 1,568,371 1,721,778Total debt and equity 5,581,144 5,327,622Gearing ratio 71.9% 67.7%26. Derivative Financial InstrumentsThe fair value of the derivative assets is as follows: As of December 31, 2021 2022Derivative assets carried at fair value through profit or loss (FVTPL) Interest rate swaps — 35,486Forward foreign exchange contracts 91 3,122Derivative assets designated and effective as hedging instruments carried atfair valueCross currency swaps2,418—Total 2,509 38,608Derivative financial instruments, current assets 596 25,383Derivative financial instruments, non-current assets 1,913 13,225Total 2,509 38,608The fair value of the derivative liabilities is as follows: As of December 31, 2021 2022Derivative liabilities carried at fair value through profit or loss (FVTPL) Interest rate swaps 53,192 —Forward foreign exchange contracts1,020320Derivative liabilities designated and effective as hedging instruments carried atfair valueCross currency swaps—8,012Total 54,212 8,332Derivative financial instruments, current liability 25,518 2,834Derivative financial instruments, non-current liability 28,694 5,498Total 54,212 8,332Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-62Interest rate swap agreementsThe Group enters into interest rate swap agreements which convert the floating interest rate exposure into a fixed interest rate in orderto hedge a portion of the Group’s exposure to fluctuations in prevailing market interest rates. Under the interest rate swaps, the bankcounterparty effects quarterly floating-rate payments to the Group for the notional amount based on the LIBOR, and the Group effectsquarterly payments to the bank on the notional amount at the respective fixed rates.Interest rate swaps designated as cash flow hedging instrumentsAs of December 31, 2021 and 2022, there are no interest rate swaps designated as cash flow hedging instruments for accountingpurposes.Interest rate swaps held for tradingThe principal terms of the interest rate swaps held for trading were as follows:Notional Amount Trade Effective Termination Fixed Interest December 31, December 31, CompanyCounterpartyDateDateDateRate20212022GasLog Deutsche Bank AG July 2016 July 2016 July 2022 1.98% 66,667 N/AGasLog DNB July 2016 July 2016 July 2022 1.719% 73,333 N/AGasLog HSBC July 2016 July 2016 July 2022 1.79 % 33,333 N/AGasLog SCB July 2020 July 2016 July 2022 2.015% 66,667 N/AGasLogHSBCFeb 2017Feb 2017Feb 20222.005%/2.17% 100,000N/AGasLog SCB July 2020 Feb 2017 Mar 2022 2.2145% 100,000 N/AGasLog ABN Feb 2017 Feb 2017 Mar 2022 2.003% 100,000 N/AGasLog Nordea Bank Finland (“Nordea”) May 2018 July 2020 July 2026 3.070% 66,667 66,667GasLogNordeaMay 2018May 2018July 20262.562% 66,66766,667GasLog SEB May 2018 July 2020 July 2024 3.025% 50,000 50,000GAS-twentyseven Ltd. DNB July 2020 July 2020 July 2024 3.146% 48,889 48,889GAS-twentyseven Ltd. ING July 2020 July 2020 July 2024 3.24 % 24,444 24,444GasLog DNB May 2018 July 2018 July 2025 2.472% 73,333 73,333GasLog HSBC May 2018 Apr 2018 July 2024 2.475% 33,333 33,333GasLog (1)HSBCMay 2018Apr 2018June 20212.550% N/AN/AGasLog (1)ABNJune 2021Apr 2021July 20252.550% 33,33333,333GasLog Citibank Europe Plc. (“CITI”)May 2018July 2020July 20243.082% 30,00030,000GasLogCITIMay 2018July 2021July 20253.095% 30,00030,000GasLogSEBDecember 2018October 2018July 20262.745% 50,00050,000GasLogNordeaDecember 2018October 2018July 20282.793% 66,66766,667GasLogDNBDecember 2018January 2019July 20252.685% 73,33373,333GasLog SEBDecember 2018July 2020July 20242.958% 50,00050,000GasLog (2)INGMay 2020July 2020July 20243.127% 100,000100,000GAS-twentyseven Ltd.DNBJuly 2020April 2020April 20253.069% 40,00040,000GAS-twentyseven Ltd.INGJuly 2020July 2020April 20253.176% 20,00020,000GAS-fifteenLtd.NBGSeptember 2020October 2020July 20251.795% 87,35779,790 Total 1,484,023 936,456(1)In June 2021, the Group novated to ABN an interest rate swap with HSBC originally maturing in July 2025 with notional amount of $33,333.(2)In May 2020, the Group terminated an interest rate swap with Nordea originally maturing in July 2024 and replaced it with a new swap with ING of the same notionalamount of $100,000 and the same maturity date of July 2024 with an effective date of July 2020. The impact of these parallel transactions for the Group was a loss of$41.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-63The derivative instruments listed above were not designated as cash flow hedging instruments. The change in the fair value of thesecontracts for the year ended December 31, 2022 amounted to a net gain of $88,678 (December 31, 2021: $60,663 net gain, December 31,2020: $63,982 net loss), which was recognized against profit or loss in the period incurred and is included in (Loss)/gain on derivatives.During the year ended December 31, 2022, the net gain of $88,678 derived from changes in the LIBOR curve.Cross currency swap agreementsThe Group entered into CCSs which converted the floating interest rate exposure and the variability of the USD functional currencyequivalent cash flows into a fixed interest rate and principal on maturity with respect to the NOK 2021 Bonds and maintains CCSs whichconvert the floating interest rate exposure and the variability of the USD functional currency equivalent cash flows into a floating interestrate and principal on maturity with respect to NOK 2024 Bonds, in order to hedge the Group’s exposure to fluctuations deriving fromNOK.The CCSs are designated as cash flow hedging instruments for accounting purposes.The principal terms of the CCSs designated as cash flow hedging instruments were as follows: Notional Amount Trade Effective Termination Interest December 31, December 31, CompanyCounterpartyDateDateDateRate20212022GasLog DNB Nov 2019 Nov 2019 Nov 2024 floating32,85032,850GasLog SEB Nov 2019 Nov 2019 Nov 2024 floating32,85032,850GasLog Nordea Nov 2019 Nov 2019 Nov 2024 floating32,85032,850 Total 98,550 98,550For the year ended December 31, 2022, the effective portion of changes in the fair value of CCSs amounting to a loss of $11,711 hasbeen recognized in Other comprehensive (loss)/income (December 31, 2021: $3,086 loss, December 31, 2020: $1,873 gain). For the yearended December 31, 2022, a loss of $883 was recycled to profit or loss representing the realized loss on CCSs in relation to the interestexpenses component of the hedge (December 31, 2021: $259 gain, December 31, 2020: $625 loss). Additionally, for the year endedDecember 31, 2022, a gain of $11,212 was recognized in Other comprehensive (loss)/income in relation to the retranslation of the NOKBonds in USD as of December 31, 2022 (December 31, 2021: $3,184 gain, December 31, 2020: $3,248 loss).Forward foreign exchange contractsThe Group uses forward foreign exchange contracts to mitigate foreign exchange transaction exposures in EUR and SGD. Underthese forward foreign exchange contracts, the bank counterparty will effect fixed payments in EUR or SGD to the Group and the Groupwill effect fixed payments in USD to the bank counterparty on the respective settlement dates. All forward foreign exchange contracts areconsidered by management to be part of economic hedge arrangements but have not been formally designated as such.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-64The principal terms of the forward foreign exchange contracts held for trading which remain open and unsettled as of December 31,2022 are as follows: FixedTotal ExchangeNumber ofExchange RateAmountCompany Counterparty Trade Date contracts Settlement Dates (EUR/USD) (in thousands)GasLog HSBC February 2022 3 January - March 2023 1.1373 - 1.1403€1,500GasLogDNBApril 20226January - June 20231.1000€6,000GasLogOCBCApril 20223 January - March 20231.1051 - 1.1098€3,000GasLogDNBJune 20226 July - December 20231.1300€6,000GasLogSocieteGenerale/ParisJuly 202212January - December 20231.0466€5,733GasLogABNOctober 20222November - December 20231.0122 - 1.0143€1,000GasLogDNBOctober 20226January - June 20230.9991€3,000GasLogHSBCOctober 202210 January - October 20231.0058€5,000GasLogING BankN.V.,AmsterdamOctober 20227January - June 20230.9894 - 0.9994€4,500GasLogNordea BankAbpOctober 20223January - March 20230.9924 - 0.9967€3,000GasLogSCBOctober 20229January - September 20231.0016€4,500GasLogDNBDecember 20226July - December 20231.0950€6,000 Total€49,233 FixedTotal ExchangeNumber ofExchange RateAmountCompany Counterparty Trade Date contracts Settlement Dates (USD/SGD) (in thousands)GasLogABNJune 20221February 20231.3845S$2,500GasLogCitibankEurope PLCUKJune 20221February 20231.3846S$2,500GasLog Goldman SachsBank EuropeSE June 2022 1 February 2023 1.3768S$2,500GasLog OCBC June 2022 1 February 2023 1.3852S$2,500GasLog CitibankEurope PLCUK July 2022 1 February 2023 1.3997S$5,000GasLog ING Bank N.V.,Amsterdam July 2022 1 June 2023 1.3991S$2,000GasLog ING Bank N.V.,Amsterdam October 2022 2 February - June 2023 1.4306 - 1.4355S$10,000GasLog SocieteGenerale/Paris October 2022 2 February - June 2023 1.4286 - 1.4329S$5,000GasLog SCB October 2022 1 February 2023 1.4335S$2,500GasLog OCBC November 2022 2 June - July 2023 1.3705 - 1.3717S$5,000 TotalS$39,500Apart from the abovementioned contracts the Group did not enter any other forward foreign exchange contracts, while 94 contractsexpired with staggered maturities from January to December 2022.Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-65The derivative instruments listed above were not designated as cash flow hedging instruments as of December 31, 2022. The changein the fair value of these contracts for the year ended December 31, 2022 amounted to a net gain of $3,731 (for the year ended December31, 2021: $1,256 net loss, December 31, 2020: $21 net loss), which was recognized against profit or loss in the year incurred and isincluded in (Loss)/gain on derivatives.An analysis of (Loss)/gain on derivatives is as follows: For the year ended December 31, 2020 2021 2022Unrealized (loss)/gain on derivative financial instruments held for trading (64,044) 59,407 92,409Realized loss on interest rate swaps held for trading (20,855) (35,585) (12,065)Realized gain/(loss) on forward foreign exchange contracts held for trading564(1,137)(5,935)Ineffective portion of cash flow hedges (323) (5) 398Total (84,658) 22,680 74,807Fair value measurementsThe fair value of the Group’s financial assets and liabilities approximate to their carrying amounts at the reporting date.The fair value of the interest rate swaps at the end of reporting period was determined by discounting the future cash flows using theinterest rate yield curves at the end of reporting period and the credit risk inherent in the contract. The fair value of the CCSs at the end ofthe reporting period was determined by discounting the future cash flows that are estimated based on forward exchange rates and contractforward rates, discounted at a rate that reflects the credit risk of the counterparties. The Group uses its judgment to make assumptions thatare primarily based on market conditions for the estimation of the counterparty risk and the Group’s own risk that are considered for thecalculation of the fair value of the interest rate swaps and CCSs. The interest rate swaps, the forward foreign exchange contracts and theCCSs meet Level 2 classification, according to the fair value hierarchy as defined by IFRS 13 Fair Value Measurement. The cash and cashequivalents meet Level 1 classification. There were no financial instruments in Level 3 and no transfers between Levels 1, 2 or 3 duringthe periods presented. The definitions of the levels provided by IFRS 13 are based on the degree to which the fair value is observable:●Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities;●Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that areobservable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and●Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that arenot based on observable market data (unobservable inputs).Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-6627. Cash Flow ReconciliationsThe reconciliation of the Group’s financing activities for the three years ended December 31, 2022 are presented in the tables below:A reconciliation of borrowings arising from financing activities is as follows: Other Deferred comprehensiveNon-cashfinancing Cash flowsloss/(income) itemscosts, assetsBorrowingsJanuary 1, 2020 3,147,395Proceeds from loans and bonds 2,138,035 — — — 2,138,035Loans and bond repayments(1,481,709) — (8,063) —(1,489,772)Payment for bond repurchase at premium(1,937) — — —(1,937)Additions in deferred loan fees(35,795)—997(6,442)(41,240)Deferred loan fees received792 ———792Amortization and write-off of deferred loan/bond issuancecosts/premium (Note 19) — —22,876 —22,876Retranslation of the NOK 2024 Bonds in USD —3,248 (6,176) —(2,928)December 31, 20203,773,221Proceeds from loans 471,867 — — — 471,867Loans and bond repayments(592,463) — — —(592,463)Additions in deferred loan fees(13,437)—2971,254(11,886)Deferred loan fees received379 ———379Amortization and write-off of deferred loan/bond issuancecosts/premium (Note 19) — —20,286 —20,286Retranslation of the NOK 2024 Bonds in USD —(3,184) — —(3,184)December 31, 20213,658,220Proceeds from loans and bonds, net of discount374,659———374,659Loans and bond repayments(729,849)———(729,849)Additions in deferred loan fees(5,188)—(6,036)3,214(8,010)Amortization and write-off of deferred loan/bond issuancecosts/premium (Note 19)——15,936—15,936Retranslation of the NOK 2024 Bonds in USD—(11,212)——(11,212)December 31, 20223,299,744Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-67A reconciliation of derivatives arising from financing activities is as follows: Other Cash comprehensiveNon-cash Net derivativeflowsincome/(loss)items(liabilities)/assetsJanuary 1, 2020 (45,931)Unrealized loss on derivative financial instruments held for trading (Note 26)——(64,044)(64,044)Ineffective portion of cash flow hedges (Note 26) — — (323) (323)Payment for interest rate swaps termination31,662——31,662Proceeds from entering into interest rate swaps(31,622)——(31,622)Payment for CCS termination/modification4,052—(4,052)—Effective portion of changes in the fair value of derivatives designated as cashflow hedging instruments — 2,498 — 2,498December 31, 2020 (107,760)Unrealized gain on derivative financial instruments held for trading (Note 26) — — 59,407 59,407Ineffective portion of cash flow hedges (Note 26) — — (5) (5)Effective portion of changes in the fair value of derivatives designated as cashflow hedging instruments — (3,345) — (3,345)December 31, 2021 (51,703)Unrealized gain on derivative financial instruments held for trading (Note 26)——92,40992,409Ineffective portion of cash flow hedges (Note 26) — — 398 398Effective portion of changes in the fair value of derivatives designated as cashflow hedging instruments — (10,828) — (10,828)December 31, 2022 30,276A reconciliation of lease liabilities arising from financing activities is as follows: Cash flows Non-cash items Lease liabilitiesJanuary 1, 2020 204,930Interest expense on leases (Note 19) — 9,921 9,921Additions — 2,155 2,155Payments for interest (9,911) — (9,911)Principal elements of lease payments (11,150) 225 (10,925)December 31, 2020 196,170Interest expense on leases (Note 19) — 10,269 10,269Additions — 121,520 121,520Payments for interest (10,269) — (10,269)Principal elements of lease payments (14,843) 3 (14,840)December 31, 2021 302,850Interest expense on leases (Note 19) — 13,639 13,639Additions — 75,788 75,788Payments for interest (13,639) — (13,639)Principal elements of lease payments (42,262) — (42,262)December 31, 2022336,376Table of ContentsGasLog Ltd. and its SubsidiariesNotes to the consolidated financial statements (Continued)For the years ended December 31, 2020, 2021 and 2022(All amounts expressed in thousands of U.S. Dollars, except share and per share data)F-6828. TaxationUnder the laws of the countries of the Group’s domestication/incorporation and/or vessels’ registration, the Group is not subject to taxon international shipping income. However, it is subject to registration and tonnage taxes, which are included in vessel operating andsupervision costs in the consolidated statement of profit or loss.Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of aship-owning or chartering corporation, such as GasLog, is subject to a 4% U.S. Federal income tax without allowance for deduction,unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgatedthereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation thatbegins or ends, but that does not both begin and end, in the United States.GasLog Partners did not qualify for this exemption for the three years ended December 31, 2022. During the year ended December31, 2022, the estimated U.S. source gross transportation tax was $1,529 (December 31, 2021: $1,357 and December 31, 2020: $1,300).GasLog does not expect to qualify for the statutory tax exemption for the year ended December 31, 2022. GasLog has qualified for thestatutory tax exemption for the year of 2021. During the year ended December 31, 2022, the estimated U.S. source gross transportation taxfor GasLog’s wholly owned subsidiaries was $2,730 (December 31, 2021: $3,300, December 31, 2020: $0) and the tax accrual reversalsfrom prior years was $3,300 (December 31, 2021: $0, December 31, 2020: $0).29. Subsequent EventsOn January 17, 2023, GasLog Hellas-2 Special Maritime Enterprise, the vessel-owning entity of the GasLog Athens, entered into aMemorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expected to be completedupon redelivery of the vessel from its current charterer.On January 24, 2023, the board of directors extended to GasLog Partners an unsolicited non-binding proposal to acquire all of theoutstanding common units representing limited partner interests of the Partnership not already beneficially owned by GasLog, at anaggregate purchase price of $7.70 per common unit in cash, consisting in part of a special distribution by the Partnership of $2.33 percommon unit in cash to be distributed to the Partnership’s unitholders immediately prior to the closing of the proposed transaction and theremainder to be paid by GasLog as merger consideration at the closing of the proposed transaction. The Partnership’s board of directorshas authorized its conflicts committee, consisting only of non-GasLog affiliated directors, to review, evaluate, negotiate and accept orreject the proposed transaction. GasLog’s proposal is non-binding and is subject to the negotiation and execution of mutually acceptabledefinitive documentation.On February 7, 2023, GasLog prepaid an amount of $77,899 with respect to the associated debt of the GasLog Chelsea pursuant to thecommencement of the conversion of the vessel to an FSRU, using the additional proceeds of $92,780 received from Gastrade at the samedate. GasLog has agreed to sell the vessel following its conversion to an FSRU.On February 22, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share paid on February 24,2023 to shareholders of record as of February 23, 2023.On March 1, 2023, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, payable onApril 3, 2023, to holders of record as of March 31, 2023. EXHIBIT 8.1SUBSIDIARIES OF GASLOG LTD.The following companies are subsidiaries of GasLog Ltd.Name of Subsidiary Jurisdiction of Incorporation Proportion of Ownership InterestGaslog Investments Ltd.BVI100%GasLog Investment Holdings Ltd.Bermuda100%GasLog LNG Services Ltd.Bermuda100%GasLog Carriers Ltd.Bermuda100%GasLog Shipping Company Ltd.Bermuda100%GasLog Services US Inc.Delaware, U.S.100%GasLog Services UK Ltd.England and Wales100%GasLog Asia Pte. Ltd.Singapore100%GasLog Cyprus Investments Ltd.Cyprus100%GAS-one Ltd.Bermuda100%GAS-two Ltd.Bermuda100%GAS-six Ltd.Bermuda100%GAS-nine Ltd.Bermuda100%GAS-ten Ltd.Bermuda100%GAS-fifteen Ltd.Bermuda100%GAS-eighteen Ltd.Bermuda100%GAS-twenty two Ltd.Bermuda100%GAS-twenty three Ltd.Bermuda100%GAS-twenty four Ltd.Bermuda100%GAS-twenty five Ltd.Bermuda100%GAS-twenty six Ltd.Bermuda100%GAS-twenty eight Ltd.Bermuda100%GAS-thirty Ltd.Bermuda100%GAS-thirty one Ltd.Bermuda100%GAS-thirty two Ltd.Bermuda100%GAS-thirty three Ltd.Bermuda100%GAS-thirty four Ltd.Bermuda100%GAS-thirty five Ltd.Bermuda100%GAS-thirty eight Ltd.Bermuda100%GAS-thirty nine Ltd.Bermuda100%GAS-forty Ltd.Bermuda100%GAS-forty one Ltd.Bermuda100%GAS-FFA Trading Ltd.Bermuda100%GAS-FFA Partnership Trading Ltd.Bermuda100%GasLog Hellas-1 SMEGreece100%GasLog Hellas-2 SMEGreece100%GAS-Two Panama S.APanama100%GasLog-one Malta Ltd.Malta100%GasLog Partners GP LLCMarshall Islands100%GasLog Partners LPMarshall Islands33.2%GasLog Partners Holdings LLCMarshall Islands33.2%GasLog-two Malta Ltd.Malta100%GAS-three Ltd.Bermuda33.2%GAS-four Ltd.Bermuda33.2%GAS-five Ltd.Bermuda33.2%GAS-seven Ltd.Bermuda33.2%GAS-eight Ltd.Bermuda33.2%GAS-eleven Ltd.Bermuda33.2%GAS-twelve Ltd.Bermuda33.2%GAS-thirteen Ltd.Bermuda33.2%GAS-fourteen Ltd.Bermuda33.2%GAS-sixteen Ltd.Bermuda33.2%GAS-seventeen Ltd.Bermuda33.2%GAS-nineteen Ltd.Bermuda33.2%GAS-twenty Ltd.Bermuda33.2%GAS-twenty one Ltd.Bermuda33.2%GAS-twenty seven Ltd.Bermuda33.2% EXHIBIT 12.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERI, Paolo Enoizi, certify that:1.I have reviewed this annual report on Form 20-F of GasLog Ltd. (the “Company”);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in thisreport;4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 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 underour supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is madeknown 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 bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation 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 conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting; and5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing theequivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financialinformation; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in theCompany’s internal control over financial reporting. Dated: March 3, 2023 By:/s/ Paolo Enoizi Name: Paolo Enoizi Title: Chief Executive Officer  EXHIBIT 12.2CERTIFICATION OF CHIEF FINANCIAL OFFICERI, Achilleas Tasioulas, certify that:1.I have reviewed this annual report on Form 20-F of GasLog Ltd. (the “Company”);2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in thisreport;4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 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 underour supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is madeknown 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 bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation 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 conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting; and5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing theequivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financialinformation; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in theCompany’s internal control over financial reporting. Dated: March 3, 2023 By:/s/ Achilleas Tasioulas Name: Achilleas Tasioulas Title: Chief Financial Officer  EXHIBIT 13.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report on Form 20-F of GasLog Ltd., a Bermuda exempted company (the “Company”), for the periodending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersignedofficer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany as of, and for, the periods presented in the report.The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Actof 2002 and is not intended to be used or relied upon for any other purpose. Date: March 3, 2023 By:/s/ Paolo Enoizi Name: Paolo Enoizi Title: Chief Executive Officer  EXHIBIT 13.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report on Form 20-F of GasLog Ltd., a Bermuda exempted company (the “Company”), for the periodending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersignedofficer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that:1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations ofthe Company as of, and for, the periods presented in the report.The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Actof 2002 and is not intended to be used or relied upon for any other purpose. Date: March 3, 2023 By:/s/ Achilleas Tasioulas Name: Achilleas Tasioulas Title: Chief Financial Officer  EXHIBIT 15.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statements No. 333-230205 on Form F-3 and No. 333-187020 onForm S-8, of our reports dated March 5, 2021, relating to the consolidated statements of profit or loss, comprehensive income or loss,changes in equity and cash flow of GasLog Ltd. for the year ended December 31, 2020, appearing in this Annual Report on Form 20-F ofGasLog Ltd. for the year ended December 31, 2022./s/ Deloitte LLPLondon, United KingdomMarch 3, 2023 EXHIBIT 15.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statements No. 333- 230205 on Form F-3 and No. 333-187020 on FormS-8, of our report dated March 3, 2023, relating to the consolidated financial statements of GasLog Ltd appearing in this Annual Report onForm 20-F of GasLog Ltd. for the year ended December 31, 2022./s/ Deloitte Certified Public Accountants S.A.Athens, GreeceMarch 3, 2023

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