Document

nonpublic information. In order to avoid even the appearance of impropriety, SFL Corporation Ltd. (the “Company”) has instituted procedures to prevent the misuse of nonpublic information.

Although “insider trading” is not defined in the securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law.

This policy (the “Policy”) will be administered and supervised by the Company’s Chief Financial Officer (the “CFO”). Please pay special attention to the “Blackout” and “Trading Window” policies discussed in this memorandum.

The Policy covers all of the Company’s officers, directors and employees (“insiders”), as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by insiders. In addition, the Policy applies to transactions engaged in by corporations in which the insider is an officer, director or 10% or greater stockholder and a partnership of which the insider is a partner, unless the insider has no direct or indirect control over the partnership.

The Company forbids any insider from trading, either for his or her personal account or on behalf of others, while in possession of material nonpublic information, or communicating material nonpublic information to others in violation of the law. This prohibited conduct is often referred to as “insider trading.”

The Policy extends to each insider’s activities within and outside his/her duties at the Company. Each insider must read and retain this statement.

The term “insider trading” generally is used to refer to trading while in possession of material nonpublic information (whether or not one is an “insider”) and/or to communications of material nonpublic information to others. The law in this area is generally understood to prohibit, among other things:

•trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in

The concept of “insider” is broad. It includes officers, directors, trustees, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of those organizations.

Information that should be considered material includes: dividend changes, earnings estimates not previously disseminated, material changes in previously-released earnings estimates, significant merger or acquisition or disposition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

•Information is nonpublic until it has been effectively communicated to the market place. For example, information found in a report filed with the U.S. Securities and Exchange Commission, or appearing in Dow Jones, Reuters, The Wall Street Journal, on Bloomberg or in other publications of general circulation ordinarily would be considered public. In addition, in certain circumstances, information disseminated to certain segments of the investment community may be deemed “public”, for example, research communicated through institutional information dissemination services such as First Call. (However, the fact that research has been disseminated through

such a service does not automatically mean that it is public.) Remember, it takes time for information to become public. The amount of time since the information was first disseminated ordinarily is a factor regarding whether the information is considered “public”.

Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all of the penalties listed below, even if he or she does not personally benefit from the violation.

•Fines for the employers or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

Clearly, it is in the Company’s and your best interests for the Company to put into place procedures to prevent improper trading by its insiders.

The following procedures have been established to aid in the prevention of insider trading. Every insider must follow these procedures or risk sanctions, including: dismissal, substantial personal liability and criminal penalties.

Prior to trading in the Company’s shares, and if you think you may have material non-public information, ask yourself the following questions:

•Is the information material? Is this information that an investor would consider important in making an investment decision? Would you take it into account in deciding whether to buy or sell? Is this information that would affect the market price of the securities if generally disclosed?

•Is the information non-public? To whom has this information been provided? Has it been effectively communicated to the marketplace? Has enough time gone by?

After the insider and the CFO or the CEO have reviewed the issue and consulted with outside counsel to the extent appropriate, the insider will be instructed as to whether he/she may trade and/or communicate that information.

To assure compliance with the Policy and applicable securities laws, the Company requires that all insiders refrain from conducting transactions involving the purchase or sale of Company shares other than during the period commencing at the open of market on the second business day following the date of the Company’s earnings release and continuing until the presentation to the CFO of the Company’s draft quarterly management report for the following fiscal quarter (the “Trading Window”). The CFO will notify insiders by email of the date when the quarterly management report is scheduled to be presented, and will notify insiders in case the quarterly management report is presented at an earlier date.

In addition, from time to time material non-public information regarding the Company may be pending, for instance, when the Company is about to enter into significant acquisitions or dispositions, or financings or refinancings that will change its capital structure. While such information is pending, the Company may impose a special “blackout” period during which the same prohibitions and recommendations shall apply.

Remember: Even during the Trading Window, any person possessing material non- public information concerning the Company, should not engage in any transactions in Company shares until such information has been made public and absorbed by the market.

All insiders must refrain from trading in Company shares, even during the Trading Window, without first complying with the Company’s “pre-notification” process. Each such person shall provide written notice of any proposed trade of the Company’s shares to the CFO, or in the CFO’s absence to the CEO at least one business days prior to commencing the anticipated trade. Upon receipt of such notice, the CFO or CEO may consult with senior management and/or counsel to the Company as he deems necessary or appropriate and, if determined that such proposed trade is not permitted, or if more time is required to determine if such trade is permitted, shall notify such person not later than the next business day.

Any questions or concerns regarding the Company’s Policies and Procedures to detect and prevent insider trading should be directed to the CFO, or, if such questions or concerns involve the CFO, to the CEO. The CFO’s personal trading activity will be reviewed by the CEO.

I have recently read and the Company’s Policies and Procedures to Detect and Prevent Insider Trading. I understand such policies and procedures and recognize that I am subject to them and understand the penalties for non-compliance. I certify that I am in full compliance with the Policies and Procedures to Detect and Prevent Insider Trading.