EX-99.1 2 file2.htm PROXY STATEMENT

Exhibit 99.1

STEALTHGAS INC.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece

June 18, 2007

Dear Stockholder:

You are cordially invited to attend the 2007 Annual Meeting of Stockholders of StealthGas Inc., which will be held on THURSDAY, JULY 19, 2007 at 11:00 a.m. Greek local time at the Company’s principal executive offices at 331 Kifissias Avenue, Erithrea 14561 in Athens, Greece.

The following Notice of Annual Meeting of Stockholders and Proxy Statement describe the items to be considered by the stockholders at such meeting and contain certain information about our company and its officers and directors.

Please sign and return the enclosed proxy card as soon as possible in the envelope provided so that your shares can be voted at the meeting in accordance with your instructions. Even if you plan to attend the meeting, we urge you to sign and promptly return the enclosed proxy card. You can revoke the proxy at any time prior to voting, or vote your shares personally if you attend the meeting. We look forward to seeing you.

Sincerely,

Michael G. Jolliffe
Chairman of the Board of Directors

IMPORTANT

IN ORDER TO ENSURE YOUR REPRESENTATION AT THE 2007 ANNUAL MEETING AND THAT A QUORUM WILL BE PRESENT, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. A PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED. THE RETURN OF THIS PROXY CARD WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON, SHOULD YOU DECIDE TO ATTEND THE 2007 ANNUAL MEETING.

STEALTHGAS INC.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece

NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, July 19, 2007

NOTICE IS HEREBY GIVEN that the 2007 Annual Meeting of Stockholders of StealthGas Inc., a corporation incorporated in the Republic of the Marshall Islands, will be held at 11:00 a.m. Greek local time, Thursday, July 19, 2007, at the Company’s principal executive offices at 331 Kifissias Avenue, Erithrea 14561 in Athens, Greece for the following purposes:


	1.	to elect one director to hold office until the annual meeting of stockholders in 2010 and such director’s successor has been duly elected and qualified;


	2.	to ratify the appointment of our independent auditors; and


	3.	to transact such other business as may properly come before the 2007 Annual Meeting and any adjournment or postponements thereof.

During the 2007 Annual Meeting, management also will discuss our financial results for the year ended December 31, 2006. Copies of our audited consolidated financial statements are contained in our 2007 Annual Report to Stockholders, which is being sent to stockholders together with the accompanying proxy statement.

Only holders of record of shares of our common stock, par value $0.01 per share, at the close of business on June 13, 2007 will be entitled to receive notice of, and to vote at, the 2007 Annual Meeting and at any adjournments or postponements thereof.

You are cordially invited to attend the 2007 Annual Meeting. Whether or not you expect to attend the 2007 Annual Meeting in person, please fill out, sign, date and return at your earliest convenience, in the envelope provided, the enclosed proxy card, which is being solicited on behalf of our Board of Directors. The proxy card shows the form in which your shares of common stock are registered. Your signature must be in the same form. The return of the proxy card does not affect your right to vote in person, should you decide to attend the 2007 Annual Meeting. We look forward to seeing you.

By Order of the Board of Directors

Andrew J. Simmons
Secretary
Athens, Greece
June 18, 2007

STEALTHGAS INC.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece

PROXY STATEMENT FOR THE 2007 ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, July 19, 2007

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors of StealthGas Inc., a corporation incorporated in the Republic of the Marshall Islands, for use at the 2007 Annual Meeting of Stockholders of the Company to be held at 11:00 a.m. Greek local time, Thursday, July 19, 2007, at the Company’s principal executive offices at 331 Kifissias Avenue, Erithrea 14561 in Athens, Greece and at any adjournments or postponements thereof. This Proxy Statement and the accompanying materials are first being sent to our stockholders on or about June 21, 2007.

VOTING OF PROXY, REVOCATION

A proxy in the accompanying form that is properly executed, returned and not subsequently revoked will be voted in accordance with instructions contained therein. If no instructions are given with respect to the matters to be acted upon, proxies will be voted as follows: (i) for the election of the nominee for director described herein, (ii) for the ratification of the appointment of our independent auditors and (iii) otherwise in accordance with the best judgment of the person or persons voting the proxy on any other matter properly brought before the 2007 Annual Meeting or any adjournments or postponements thereof. Any stockholder who signs and returns the proxy may revoke it at any time before it is exercised by (i) delivering written notice to our Secretary of its revocation, (ii) executing and delivering to our Secretary a later dated proxy, or (iii) appearing in person at the 2007 Annual Meeting and expressing a desire to vote his, her or its shares in person. You may not revoke a proxy merely by attending the 2007 Annual Meeting. To revoke or proxy, you must take one of the actions described above.

EXPENSES OF SOLICITATION

The expenses of the preparation of proxy materials and the solicitation of proxies for the 2007 Annual Meeting will be borne by us. In addition to solicitation by mail, proxies may be solicited in person, by telephone, telecopy, electronically or other means, or by our directors, officers and regular employees who will not receive additional compensation for such solicitations. D.F. King & Co., Inc. has been engaged by us to assist in the solicitation of proxies for a fee of $7,500 plus their costs and expenses. Although there is no formal agreement to do so, we will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding the proxy soliciting materials to the beneficial owners of our common stock.

VOTING SECURITIES

Holders of our common stock as of the close of business on June 13, 2007 will be entitled to notice of, and to vote at, the 2007 Annual Meeting or any adjournments or postponements thereof. On that date there were 14,400,000 shares of our common stock outstanding, the holders of which are entitled to one vote for each share registered in their names with respect to each matter to be voted on at the 2007 Annual Meeting. The presence in person or by proxy (regardless of whether the proxy has authority to vote on all matters), of stockholders of record holding at least a majority of the shares issued and outstanding and entitled to vote at the 2007 Annual Meeting will constitute a quorum at the 2007 Annual Meeting.

Assuming that a quorum is present at the 2007 Annual Meeting, directors will be elected by a plurality of votes cast. There is no provision for cumulative voting. Approval of other items at the 2007 Annual Meeting will require the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will not affect the election of directors or the outcome of the vote on other proposals.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our outstanding common stock as of June 13, 2007 held by:


	•	each person or entity that we know beneficially owns 5% or more of our outstanding shares of common stock;


	•	each of our officers and directors; and


	•	all our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission, or SEC. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities. Beneficial ownership does not necessarily imply that the named person has the economic or other benefits of ownership. For purposes of this table, shares subject to options, warrants or rights currently exercisable or exercisable within 60 days of June 13, 2007 are considered as beneficially owned by the person holding those options, warrants or rights. Each stockholder is entitled to one vote for each share held. The applicable percentage of ownership of each stockholder is based on 14,400,000 shares of common stock outstanding. Except as noted below, the address of all stockholders, officers, directors and director nominees identified in the table and accompanying footnotes is in care of our principal executive offices.

Information for certain holders is based on their latest filings with the Securities and Exchange Commission or information delivered to us.


	Shares Beneficially Owned
Name of Beneficial Owner	Number		Percentage
Principal Stockholders
Flawless Management Inc.(1)		6,000,000		41.7	%
331 Kiffissias Avenue
Erithrea 14561
Athens, Greece
Wellington Management Company, LLP(2)		1,384,500		9.61	%
75 State Street
Boston, MA 02109
Zesiger Capital Group LLC(3)		960,400		6.7	%
320 Park Avenue, 30th Floor
New York, New York 10022
Executive Officers and Directors
Harry N. Vafias(4)		6,000,000		41.7	%
Andrew J. Simmons		—		—
Michael G. Jolliffe		—		—
Markos Drakos		—		—
Thanassis J. Martinos(5)		400,000		2.7	%
All executive officers and directors as a group (5 persons)		6,400,000		44.4	%

(1)

According to a Schedule 13G filed with the SEC on February 13, 2006 jointly filed by Flawless Management Inc. and Harry N. Vafias, Flawless Management Inc. beneficially owns 6,000,000 shares of common stock and has sole voting power and sole dispositive power with respect to all such shares. Harry N. Vafias, our CEO, President and Director, is the sole stockholder of Flawless Management Inc.

(2)

According to Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2007, Wellington Management Company, LLP beneficially owns 1,384,500 shares of common stock and has shared voting power with respect to 822,700 such shares and shared dispositive power with respect to all such shares. The shares of common stock are owned of record by clients of Wellington Management Company, LLP, an investment advisor.

(3)

According to a Schedule 13G filed with the SEC on February 13, 2007, Zesiger Capital Group LLC beneficially owns 960,400 shares of common stock and has sole voting power with respect to 716,500 such shares and sole dispositive power with respect to all such shares. The shares of common stock are owned of record by clients of Zesiger Capital Group LLC, an investment advisor.

(4)	By virtue of the shares owned indirectly through Flawless Management Inc.

(5)

By virtue of shares owned indirectly through Nike Investments Corporation. Mr. Thanassis J. Martinos is the President and principal owner of Nike Investments Corporation. The address of Nike Investments Corporation is c/o Eastern Mediterranean Maritime Ltd., 65 Vouliagmenis Ave, City Place Centre, Gylfada 166 74 Athens, Greece.

PROPOSAL ONE — ELECTION OF DIRECTOR

Our Board currently consists of four directors. Under our Amended and Restated Articles of Incorporation, the directors are divided into three classes, one of which is elected each year, with each director elected holding office for a three-year term and until his respective successor is duly elected and qualified. We have determined that Messrs. Drakos, Jolliffe and Martinos are each independent, as none of them have any relationship or have had any transaction with us which the Board believes would compromise their independence.

Mr. Jolliffe is a Class II director whose term expires this year. Mr. Jolliffe is standing for election as a director at the 2007 Annual Meeting and, if elected, will serve a three-year term expiring at the annual meeting of our stockholders in 2010. Mr. Jolliffe has consented to be named herein and to serve if elected. We do not know of anything that would preclude this nominee from serving if elected. If this nominee becomes unable to stand for election as a director at the 2007 Annual Meeting, an event not anticipated by the Board, the proxy may be voted for a substitute designated by the Board. The identity and a brief biography of the nominee for director and each continuing director is set forth below.

The Board recommends that stockholders vote FOR the election of the following nominee for director.

NOMINEE FOR ELECTION

Name

Age(1)

Positions

Director Since

Michael G. Jolliffe

Chairman of the Board, Class II Director(2)

2005

DIRECTORS CONTINUING IN OFFICE

Name

Age(1)

Positions

Director Since

Thanassis J. Martinos

Class I Director — Term to Expire in 2008(2)

2005

Harry N. Vafias

President, Chief Executive Officer and
Class III Director — Term to Expire in 2009

2005

Markos Drakos

Class III Director — Term to Expire in 2009(2)

February 10, 2006

(1)	As of June 1, 2007.

(2)	Member of the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee.

Nominee for Election

The Board of Directors has nominated the following individual to serve as a director:

Michael G. Jolliffe
Chairman of the Board

Mr. Jolliffe is Chairman of our Board of Directors. He is a director of a number of companies in shipping, oil, textiles, telecommunications and other industries. He is Deputy Chairman of Tsakos Energy Navigation Limited, an oil and product tanker shipping company listed on the New York Stock Exchange. Mr. Jolliffe is also Deputy Chairman of Lannet S.A., Greece’s second largest telephone company, which is also quoted on the Athens Stock Exchange. Mr. Jolliffe is also Chairman of Wigham-Richardson Shipbrokers Ltd, one of the oldest established shipbroking companies in the City of London, and of Shipping Spares Repairs and Supplies Ltd, an Agency Company based in Piraeus, Greece. He is also joint president of Hanjin Eurobulk Ltd., a joint venture broking company with Hanjin Shipping of Korea. Additionally, Mr. Jolliffe is the President of Eurotrans Hermes Hellas S.A., the Greek agent of the Skoda Group for trams, buses and trains.

The following directors will continue in office:

Class I Director

Thanassis J. Martinos
Director

Mr. Martinos is a member of our Board of Directors. He has had over 35 years of experience in the shipping industry having served as Co-Managing Director of Thenamaris Ships Management, a ship management company with over three decades of experience servicing major oil companies, traders and government agencies. Since 1991, Mr. Martinos has been the Managing Director of Eastern Mediterranean Maritime Ltd., a ship management company specializing in the management of tankers and dry bulk carriers that presently operates a fleet that exceeds 2.8 million dwt. Mr. Martinos holds a B.S. in Economics from Athens University.

Class III Directors

Harry N. Vafias
President and Chief Executive Officer

Mr. Vafias is our President and Chief Executive Officer and a member of our Board of Directors. Mr. Vafias has been actively involved in the tanker and gas shipping industry since 1999. Mr. Vafias worked at Seascope, a leading ship brokering firm specializing in sale and purchase of vessels and chartering of oil tankers. Mr. Vafias also worked at Braemar, a leading ship brokering firm, where he gained extensive experience in tanker and dry cargo chartering. Seascope and Braemar merged in 2001 to form Braemar Seascope Group plc, a public company quoted on the London Stock Exchange and one of the world’s largest ship brokering and shipping service groups. From 2000 until 2004, he worked at Brave Maritime and Stealth Maritime, companies providing comprehensive ship management services, where Mr. Vafias headed the operations and chartering departments of Stealth Maritime and served as manager for the sale and purchase departments of both Brave Maritime and Stealth Maritime. Mr. Vafias graduated from City University Business School in the City of London in 1999 with a B.A. in Management Science and from Metropolitan University in 2000 with a Masters degree in Shipping, Trade and Transport.

Markos Drakos
Director

Mr. Drakos is a member of our Board of Directors and Chairman of our Audit Committee. In 1998, Mr. Drakos co-founded Touche Ross & Co., later renamed Deloitte & Touche, Nicosia and served as co-managing partner of the company’s Nicosia office in Cyprus until 2002. Following the December 2002 reorganization of Deloitte & Touche, Nicosia, Mr. Drakos founded Markos Drakos Consultants Group, a consulting company, which served as successor to the consulting, special services and international business division of Deloitte & Touche, Nicosia. From 2000 until 2003, Mr. Drakos also served as Vice Chairman of the Cyprus Telecommunications Authority, the leading telecommunications company in Cyprus. Mr. Drakos has also served as a member of the Offshore, Shipping & Foreign Investment Committee of the Institute of Certified Public Accountants of Cyprus. Mr. Drakos received a Bachelor of Science degree in Economics from the London School of Economics and is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Institute of Certified Public Accountants of Cyprus.

CORPORATE OFFICERS OF THE COMPANY

Our corporate officers are appointed by the Board and serve at the discretion of the Board. Our current executive officers, their respective ages and positions are set forth below. The biographical summary of Mr. Vafias appears above while Mr. Simmons’ biographical summary is set forth below.


Name	Age(1)		Positions
Harry N. Vafias		29	President and Chief Executive Officer
Andrew J. Simmons		52	Chief Financial Officer, Treasurer and Secretary

(1)	As of June 1, 2007.

The following is the Company’s officer who is not a director:

Andrew J. Simmons
Chief Financial Officer

Mr. Simmons, our Chief Financial Officer, joined us in June 2005. Mr. Simmons has over 33 years of experience in the banking industry, with particular expertise in shipping finance. From 2002 until June 2005, Mr. Simmons served as General Manager of Heath Lambert Middle East in Bahrain and subsequently as Director at Heath Lambert (UAE) LLC in the Marine and Project Finance Division where he was responsible for overseeing the identification and development of marine finance for clients within the Dubai and Gulf regions. Mr. Simmons served as the Managing Director of Talal Al Zawawi Enterprises, a conglomerate encompassing trading, business services and retail business units in Oman, from 2000 until 2002, where he was responsible for overseeing the day-to-day operational activities of the company. From 1973 until 2000, Mr. Simmons served as Director, Manager and Vice President at a number of banks including BHF Bank and Guiness Mahon & Co. Ltd., both in the United Kingdom, Taib Bank EC in Bahrain and Mid-Med Bank PLC in Dubai and also served as International Treasurer for Saatchi & Saatchi PLC in London.

CORPORATE GOVERNANCE

Our business is managed under the direction of the Board, in accordance with the Business Corporations Act of the Republic of The Marshall Islands and our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. Members of the Board are kept informed of our business through: discussions with the President and Chief Executive Officer and other members of the Company’s management team; the review of materials provided to directors; and, participation in meetings of the Board and its committees. During the year ended December 31, 2006, four meetings of the Board were held. Each director attended all of the meetings of the Board and meetings of committees of which the director was a member.

Documents Establishing Our Corporate Governance

The Board of Directors and the Company’s management engaged in an ongoing review of our corporate governance practices in order to ensure full compliance with the applicable corporate governance rules of the U.S. Securities and Exchange Commission and the listing criteria of the Nasdaq Stock Market.

We have adopted a number of key documents that are the foundation of our corporate governance, including:


	•	a Code of Business Conduct and Ethics;


	•	a Corporate Governance Guidelines;


	•	a Nominating and Corporate Governance Committee Charter;


	•	a Compensation Committee Charter; and


	•	an Audit Committee Charter.

Our Code of Business Conduct and Ethics is posted in the ‘‘Investor Relations’’ section of our website, and may be viewed at http://www.stealthgas.com. We will also provide a paper copy of these documents upon the written request of a stockholder. Stockholders may direct their requests to the attention of Investor Relations, StealthGas Inc. 331 Kifissias Avenue, Erithrea 14561, Athens, Greece.

The Board has a commitment to sound and effective corporate governance practices. The Board’s Corporate Governance Guidelines address a number of important governance issues such as:


	•	Selection and monitoring of the performance of our senior management;


	•	Succession planning for our senior management;


	•	Qualifications for membership on the Board;


	•	Functioning of the Board, including the requirement for meetings of the independent directors; and


	•	Standards and procedures for determining the independence of directors.

The Board believes that the Corporate Governance Guidelines and other governance documents meet current requirements and reflect a high standard of corporate governance.

Independence of Directors

The foundation for our corporate governance is the Board’s policy that a majority of the members of the Board should be independent. The Board has determined that Messrs. Drakos, Jolliffe and Martinos do not have or have not had a material relationship with us either directly or indirectly during 2006 that would interfere with the exercise of their independent judgment as directors of the company.

The Board made its determination of independence in accordance with its Corporate Governance Guidelines, which specifies standards and a process for evaluating director independence. The Corporate Governance Guidelines provide that a director cannot be independent until three years after the end of the following relationships or situations:


	•	the director is employed by the Company or her/his immediate family member is an executive officer of the Company;


	•	the director or her/his immediate family member who is an executive officer of the Company receives more than $100,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent on continued service);


	•	the director is employed by or affiliated with, or someone in the director’s immediate family is employed by or affiliated with, the Company’s present or former internal auditors or outside independent auditors;


	•	the director or someone in her/his immediate family is employed as an executive officer with another entity where any of the Company’s then-current executives serves on that other entity’s compensation committee; or


	•	the director is an executive officer or an employee, or someone in her/his immediate family is an executive officer, of another company that makes payments to or receives payments from the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

To promote open discussion among the independent directors, the Corporate Governance Guidelines require that non-employee directors meet at least once a year, without any management directors and any other members of the Company’s management present, to (1) evaluate the Chief Executive Officer, (2) review management succession planning and (3) consider any other matters they deem important.

Under the Corporate Governance Guidelines, directors are encouraged to limit the number of other boards (excluding non-profit boards and boards of the employer of such director and its

affiliates) on which they serve. The Nominating and Corporate Governance Committee and the Chairman of the Board must approve any invitation received by a director to serve on another corporate, or in the case of employee directors, on a not-for-profit board of directors or with any government or advisory group.

Board of Directors

In accordance with the Company’s bylaws, the Board has specified that the number of directors will be set at four. At the 2007 Annual Meeting, the term of Mr. Jolliffe will expire. Each director is elected to serve until the third succeeding annual meeting of stockholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the Board created by death, resignation, removal (which may only be for cause), failure of the stockholders to elect the entire class of directors to be elected at any election of directors or for any other reason may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the Board.

During the fiscal year ended December 31, 2006, the full Board held four meetings. In addition to meetings, the Board and its committees reviewed and acted upon matters by unanimous written consent from time to time. Each director attended all of the meetings of the Board and meetings of committees of which the director was a member. To promote open discussion among the independent directors, the independent directors met four times in 2006 in regularly scheduled executive sessions without participation of our management and will continue to do so in the remainder of 2007 and in 2008. Mr. Jolliffe served and will serve as the presiding director for purposes of these meetings. The Board has not adopted any specific policy with respect to the attendance of directors at annual meetings of stockholders. We held our first and only annual meeting of stockholders since we became public in May 2006.

Committees of the Board

The Board of Directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee, each of which has a charter that may be viewed at http:// www.stealthgas.com under ‘‘Investor Relations’’ We will provide a paper copy of any of these documents upon the written request of stockholder. Stockholders may direct their requests to the attention of Andrew J. Simmons, CFO, StealthGas Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The members of each committee are Messrs. Michael G. Jolliffe, Thanassis J. Martinos and Markos Drakos, each of whom is an independent director.

Audit Committee

Mr. Drakos was appointed Chairman of the Audit Committee following his election to the Board in February 2006. The Audit Committee is governed by a written charter, which is reviewed and approved annually by the Board. As stated above, the Board has determined that the continuing members of the Audit Committee will meet the applicable independence requirements, and that all continuing members of the Audit Committee meet the requirement of being financially literate. The Audit Committee met four times during the year ended December 31, 2006. Each committee member attended all such meetings in 2006.

The audit committee is appointed by the Board and is responsible for, among other matters overseeing the:


	•	integrity of the Company’s financial statements, including its system of internal controls;


	•	Company’s compliance with legal and regulatory requirements;


	•	independent auditor’s qualifications and independence;


	•	independent auditor’s qualifications and independence;


	•	performance of the Company’s independent audit function and independent auditors;


	•	appointment of the Company’s external and internal auditors; and


	•	approval of all audit and non-audit services provided by the auditors,

as well preparing an audit committee report as required by the SEC to be included in the Company’s annual proxy statement.

The Board of Directors has determined that Mr. Drakos whose biographical details are included herein qualifies as an audit committee financial expert as defined under current SEC regulations and each of Messrs. Jolliffe, Martinos and Drakos is independent in accordance with the listing standards of the Nasdaq Stock Market.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is appointed by the Board and is responsible for, among other matters:


	•	reviewing the Board structure, size and composition and making recommendations to the Board with regard to any adjustments that are deemed necessary;


	•	identifying candidates for the approval of the Board to fill Board vacancies as and when they arise as well as developing plans for succession, in particular, of the chairman and executive officers;


	•	overseeing the Board’s annual evaluation of its own performance and the performance of other Board committees; and


	•	developing and recommending to the Board for adoption a set of Corporate Governance Guidelines applicable to the Company and to periodically review the same.

The Nominating and Corporate Governance Committee met three times during the year ended December 31, 2006. Each Committee member attended all such meetings in 2006.

Any stockholder or the Board may propose any person for election as a director. A stockholder who wishes to propose an individual for election as a director must provide written notice to our Secretary as described below under ‘‘Stockholder Communications with Directors.’’ Individuals proposed by stockholders in accordance with these procedures will receive the same consideration that individuals identified to the Nominating and Corporate Governance Committee through other means have.

The Nominating and Corporate Governance Committee evaluates candidates for election as directors by considering, among other things, (i) the candidate’s experience, education, expertise and skills, and how those attributes relate to our business; (ii) how those attributes of a given candidate would complement the other Board members; (iii) the candidate’s independence from conflict of interest with us; (iv) the candidate’s ability to devote appropriate time and effort in preparation for board meetings; (v) the candidate’s character, judgment and reputation, and current or past service in positions or affiliations, and (vi) in determining whether to recommend the nomination of an incumbent director for election, considerations as to whether the incumbent director has performed effectively in his or her most recent years of service and whether the director continues to substantially meet the criteria for selection as director.

The Nominating and Corporate Governance Committee evaluates qualified director candidates at regular or special Nominating and Corporate Governance Committee meetings against the current director qualification standards and reviews qualified director candidates with the Board and recommends one or more of such individuals for appointment to the Board.

Compensation Committee

The compensation committee is appointed by the Board and is responsible for, among other matters:


	•	establishing and periodically reviewing the Company’s compensation programs;


	•	reviewing the performance of directors, officers and employees of the Company who are eligible for awards and benefits under any plan or program and adjust compensation arrangements as appropriate based on performance;


	•	reviewing and monitoring management development and succession plans and activities; and


	•	reporting on compensation arrangements and incentive grants to the Board.

The compensation committee met two times during the year ended December 31, 2006. Each committee member attended all such meetings in 2006.

The Compensation Committee determines the compensation of our executive officers based on the Compensation Committee’s evaluation of our company’s performance and the performance of the executive officer, information regarding competitive compensation and such other factors and circumstances as the Compensation Committee may deem relevant. See ‘‘Compensation Discussion and Analysis.’’ The Compensation Committee also recommends to the Board the compensation of members of the Board, including Board and committee retainer fees, equity-based compensation and other similar items as appropriate. Compensation Committee actions that have a material effect on the amount or timing of compensation or benefits to non-executive directors are in all cases subject to the approval or ratification of the Board, unless specific authority for the Compensation Committee to take such action has been delegated by the Board. Our executive officers do not have any role in determining or recommending the amount or form of executive officer or director compensation.

The Compensation Committee is authorized to retain any compensation consultants that it deems necessary in the performance of its duties and to approve the compensation consultant’s retention terms and fees. The Compensation Committee has not retained any compensation consultants to date.

Indemnification

Under the Business Corporations Act of the Republic of The Marshall Islands and our Amended and Restated Bylaws, every director or officer of our company will be indemnified out of our funds against all civil liabilities, losses, damages, charges or expenses (including but not limited to an amount paid to settle an action, satisfy a judgment, liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him or her as such director or officer while exercising his or her powers and discharging his or her duties. The indemnity extends to any person acting as a director or officer in the reasonable belief that he or she has been so appointed or elected, notwithstanding any defect in such appointment or election. The indemnity contained in our Amended and Restated Bylaws does not extend to any matter which would render it void pursuant to the Business Corporations Act of the Republic of The Marshall Islands.

Stockholder Communications with Directors

Any stockholder may propose that any matter, including the nomination of a person for election as a director, be included in the annual stockholder meeting, so long as the matter is properly brought before the meeting in compliance with the procedures set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws provide that stockholder who wishes to propose an individual for election as director must provide written notice to the Secretary of our Company of the intention to propose the nominee and the nominee’s willingness to serve as director. Notice must be given not less than 90 days and not more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. In addition, each notice must set forth as to each individual whom a stockholder proposes to nominate for election as director, (i) the name of the person to be nominated, (ii) the

number and class of all shares of stock of the Company owned by the person and (iii) any other information relating to such individual that is required to be disclosed under the rules of the SEC applicable to solicitations of proxies with respect to nominees for election as directors. These and other provisions in our Amended and Restated Bylaws as to the form and content of a stockholder’s notice may impede stockholders’ ability to bring matters before, or to make nominations for directors at, an annual meeting of stockholders. Individuals proposed as candidates for election as director by stockholders in accordance with these procedures will receive the same consideration that individuals identified to the Nominating and Corporate Governance Committee through other means have.

Stockholders who wish to send communications on any topic to the Board, the non-employee directors as a group, or to the presiding director of the executive sessions of the independent members of the Board, Mr. Jolliffe, may do so by writing to StealthGas Inc. at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece.

Compensation

We did not pay any compensation to members of senior management or our directors in 2004. For the year ended December 31, 2005, each of the independent directors received fees in the amount of $35,000 per annum pro rated for the number of days in 2005 for which we were a public company plus reimbursement for their out-of-pocket expenses. Since February 2006, the Chairman of our Board of Directors receives annual fees of $70,000, plus reimbursement for his out-of-pocket expenses, while each of our other independent directors receive fees of $35,000 per annum, plus reimbursement for their out-of-pocket expenses. Executive directors received no compensation for their services as directors.

In addition, our senior managers, including our Chief Executive Officer and Chief Financial Officer, receive salaried compensation from Stealth Maritime S.A., which receives a management fee per month for each of our ships. During the year ended December 31, 2005, such compensation was in the aggregate amount of €513,559 (US$608,156, based on the exchange rate of €1.00:US$1.1842 in effect on December 29, 2005) on an annualized basis. Of this amount, €188,862 ($223,651, based on the exchange rate of €1.00:US$1.1842 in effect on December 29, 2005) was paid to our Chief Executive Officer and Chief Financial since our Chief Executive Officer was paid for only four months of service and our Chief Financial Officer was paid for only six months of service provided to us during the year ended December 31, 2005. During the year ended December 31, 2006, such compensation was in the aggregate amount of €1,240,008 (US$1,593,799 based on the average exchange rate of €1.00:US$1.2853 throughout 2006.

Our directors and executive officers are also eligible to receive restricted stock, stock options or other awards under our equity compensation plan. Our equity compensation plan allows the plan administrator to grant awards of shares of our common stock or the right to receive or purchase shares of our common stock (including restricted stock, stock options and other awards) to our employees, directors or other persons providing significant services to us, including employees of our managers, or our subsidiaries. The aggregate number of shares of our common stock for which awards may be granted under our equity compensation plan cannot exceed 10% of the number of shares of our commons stock issued and outstanding at the time any award is granted. No equity awards were granted in 2006.

Compensation Discussion and Analysis

The Compensation Committee of the Board of Directors has the responsibility to review, discuss and recommend for approval management compensation arrangements. The Compensation Committee is comprised of directors who are independent under Nasdaq Stock Market rules, applicable SEC requirements and the Company’s requirements for independent directors. The members of the Compensation Committee are Michael Jolliffe, who serves as Chairman, Markos Drakos and Thanassis Martinos.

Messrs. Vafias and Simmons, serve as the Company’s President and Chief Executive Officer; the Company’s Chief Financial Officer, respectively. Such individuals are employees of the Management

Company and, except for any awards of stock options, restricted stock or other equity awards that may be granted to such individuals, as discussed below are not directly compensated by the Company. The Company does, however, reimburse the Management Company for amounts paid as compensation to Messrs. Vafias and Simmons. During the year ended December 31, 2005, such compensation was in the aggregate amount of €513,559 (US$608,156, based on the exchange rate of €1.00:US$1.1842 in effect on December 29, 2005) on an annualized basis. Of this amount, €188,862 ($223,651, based on the exchange rate of €1.00:US$1.1842 in effect on December 29, 2005) was paid to our Chief Executive Officer and Chief Financial since our Chief Executive Officer was paid for only four months of service and our Chief Financial Officer was paid for only six months of service provided to us during the year ended December 31, 2005. During the year ended December 31, 2006, this compensation was in the aggregate amount of €1,240,008 (US$1,593,799 based on the average exchange rate of €1.00:US$1.1.2853 in effect throughout 2006).

The policy of the Compensation Committee is to structure officers and the directors’ compensation arrangements so as to enable the Company to attract, motivate and retain high performance executives who are critical to our long-term success. The policy is designed to link compensation to how successfully our business plans are executed and meet a number of corporate, financial and operational goals. This design is intended to provide key management personnel with increased compensation when we do well and to provide less compensation when we do not.

The Company’s directors and officers and employees of the Management Company are also eligible to receive compensation directly from the Company in the form of stock options, stock grants or other equity awards. Our equity compensation plan allows the plan administrator to grant awards of shares of our common stock or the right to receive or purchase shares of our common stock (including restricted stock, stock options and other awards) to our employees, directors or other persons providing significant services to us, including employees of our managers, or our subsidiaries. The aggregate number of shares of our common stock for which awards may be granted under our equity compensation plan cannot exceed 10% of the number of shares of our commons stock issued and outstanding at the time any award is granted. No equity awards were granted in 2006.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the ‘‘Compensation Discussion and Analysis’’ set forth above with management and based on such review and discussion recommended its inclusion in this proxy statement.

Compensation Committee
Michael G. Jolliffe, Chairman
Markos Drakos
Thanassis J. Martinos

Compensation Committee Interlocks and Insider Participation

All of the members of the Compensation Committee are non-employee directors and are not former officers of our company. During 2006, none of our executive officers served as a member of the board of directors or on the compensation committee of a corporation where any of its executive officers served on our Compensation Committee or on our Board.

Related Party Transactions

It is our policy that transactions with related parties are entered into on terms no less favorable to us than would exist if these transactions were entered into with unrelated third parties on an arm’s length basis.

Management Affiliations

Harry Vafias, our president, chief executive officer and one of our directors, is an officer, director and the sole shareholder of Flawless Management Inc., our largest stockholder. He is also the son of the principal and founder of Brave Maritime, an affiliate of Stealth Maritime, which is our management company.

Management and Other Fees

In the year ended December 31, 2006 we paid Stealth Maritime a management fee of $390 (based on an exchange rate of €1.00:US$1.25) per vessel operating under a voyage or time charter per day on a monthly basis in advance, pro rated for the calendar days we own the vessels. We paid a fee of $125 (based on an exchange rate of €1.00:US$1.25) per vessel per day for each of our vessels operating on bareboat charter. The management fee was adjusted quarterly based on the United States Dollar/Euro exchange rate as published by Bloomberg LP two days prior to the end of the previous calendar quarter. Effective January 1, 2007, following the written consent of the Board of Directors, including all of our independent directors, the management fee per vessel operating under voyage and time charter was amended to $440 per day and is not now adjusted each quarter by the prevailing Euro/US$ exchange rate. The management fee of $125 per day per vessel operating under bare boat charter remains unchanged, but is now not subject to readjustment each quarter by the prevailing Euro/US$ exchange rate. Management fees for the year ended December 31, 2006 were $3.0 million and $1.5 million for the year ended December 31, 2005.

We are also obligated to pay Stealth Maritime a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels. Stealth Maritime also earns a fee equal to 1.0% calculated on the price as stated in the relevant memorandum of agreement for any vessel bought or sold by them on our behalf. For the years ended December 31, 2005 and 2006, total brokerage commissions of 1.25% amounted to $436,201 and $882,589, respectively, and were included in voyage expenses. For the years ended December 31, 2005 and 2006, the amounts of $1,955,450 and $785,550, respectively, were capitalized to the cost of the vessels. We believe that the amounts we pay to Stealth Maritime are no more than amounts that we would pay to an unaffiliated ship manager.

We also reimburse Stealth Maritime for its payment of the compensation to our CEO and Chief Financial Officer. During the year ended December 31, 2006, such compensation was in the aggregate amount of €1,240,008 (US$1,593,729, based on the average exchange rate of €1.00:US$1.2853 in effect throughout the year ended December 31, 2006).

In addition, as long as Stealth Maritime is our fleet manager, Stealth Maritime has granted us a right of first refusal to acquire any LPG carrier, which Stealth Maritime may acquire in the future. In addition, Stealth Maritime has agreed that it will not charter-in any LPG carrier without first offering the opportunity to charter-in such vessel to us. This right of first refusal does not prohibit Stealth Maritime from managing vessels owned by unaffiliated third parties in competition with us. Additional vessels that we may acquire in the future may be managed by Stealth Maritime or other unaffiliated management companies.

The initial term of our management agreement with Stealth Maritime expires in 2009 but may be extended on a year to year basis unless written six-months’ written notice is provided prior to the expiration of the initial term. We believe that the amounts we pay to Stealth Maritime are no more than amounts that we would pay to an unaffiliated ship manager.

Deemed Dividend

Deemed dividends recorded in the year ended December 31, 2006 reduced additional paid in capital by $287,500. This represents the difference in the acquisition cost paid by us for the Gas Eternity, which was delivered to us in March 2006, compared to the price paid by the Vafias Group as part of the Vafias Group of LPG Carriers.

Office Space

We lease office space from the Vafias Group. The initial lease term is three years beginning January 3, 2005 with three consecutive options to renew for a one-year term at our option thereafter. The total rent per year is € 24,000. We believe this is no more than would be incurred on an arm’s length basis with an unaffiliated landlord.

Nike Investments Corporation

Pursuant to a letter agreement, dated August 2, 2006, with Nike Investments Corporation, which is beneficially owned by one of our directors, Thanassis J. Martinos, we sold 400,000 shares of our common stock in a transaction exempt from the registration requirements of the Securities Act. Under the registration rights provisions of the letter agreement for the sale of the 400,000 shares, as amended, we have agreed to register the shares of our common stock held by Nike Investments Corporation by June 30, 2007 and, in connection therewith, to indemnify Nike Investments Corporation and Nike Investments Corporation agreed to indemnify us against specified liabilities arising under the Securities Act. We agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the shares of common stock held by Nike Investments Corporation.

Gas Kalogeros and Gas Sikousis

In March 2007, we agreed to acquire the Gas Kalogeros, a 5,000 cbm fully pressurized newbuilding LPG carrier delivered ex-shipyard to its previous owner in March 2007, and the Gas Sikousis a 2006-built 3,500 cbm fully pressurized LPG carrier, from Dreamship Inc. and Stellar Management Limited, each an affiliate of ours, for an aggregate of $34.5 million. These vessels are being acquired at the average of the assessed value of both vessels by two unaffiliated international sale and purchase brokers.

Brave Maritime Corp. Bridge Loan

On May 16, 2007 we entered into a $35 million 60-day unsecured bridge facility with our affiliate Brave Maritime Corp., the maturity of which may be extended for an additional 60 days at our option. Interest will accrue under this facility at a rate of three month LIBOR plus 0.80%. On May 24, 2007, we drew down $9.0 million under this facility to fund a portion of the purchase price for the Gas Renovatio. This facility will also be used to finance a portion of the purchase price for the Gas Evoluzione and the Chiltern. We believe that the terms of this facility are no less favorable than we could have obtained from an unaffiliated lender for a similar facility.

PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Appointment of Auditors

The Audit Committee of the Board, subject to the approval of our stockholders, has appointed the firm of Deloitte Hadjipavlou, Sofianos & Cambanis S.A., independent registered public accounting firm, as auditors of the Company for the year ending December 31, 2007. The Board acting recommends approval by our stockholders of the appointment of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. as our auditors for the fiscal year ending December 31, 2007. Representatives of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. are expected to be present at the 2007 Annual Meeting. They will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions from stockholders. Deloitte Hadjipavlou, Sofianos & Cambanis S.A. has been our independent auditors since 2004 and, by virtue of their familiarity with our affairs and their qualifications, are considered qualified to perform this important function.

Principal Accounting Fees and Services

The following table shows the total fees paid or accrued by us for audit and other services provided by Deloitte Hadjipavlou, Sofianos & Cambanis S.A., independent registered public accounting firm, for the fiscal years ended December 31, 2006 and 2005 and breaks down these amounts by the category of service.


In thousands	2006			2005
Audit fees		$	370		$	651
Further assurance/audit related fees			—			—
Tax fees			—			—
Other fees			—			—
Total		$	370		$	651

Audit fees

Audit fees paid to Deloitte Hadjipavlou, Sofianos & Cambanis S.A. in 2005 were compensation for professional services rendered for the audits of our consolidated financial statements in connection with our initial public offering, and for the review of the financial statements included in our report on Form 6-K with respect to the results for the three months ended September 30, 2005 and for the quarterly and year-end results for the period ended December 31, 2005.

Audit fees paid to Deloitte Hadjipavlou, Sofianos & Cambanis S.A. in 2006 were compensation for professional services rendered for the audits of our consolidated financial statements for the year ended December 31, 2006 and review of the quarterly financial information for the first three quarters of 2006 included in reports on Form 6-K furnished to the SEC by us.

Further assurance/audit related fees

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. did not provide any services that would be classified in this category in 2006 and 2005.

Tax fees

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. did not provide any tax services in 2006 and 2005.

Other fees

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. did not provide any other services that would be classified in this category in 2006 and 2005.

Non-audit services

The US Sarbanes-Oxley Act of 2002 identifies certain categories of non-audit services which are no longer to be performed by the external auditor. We have incorporated that prohibition into our

own policy regarding services from the external auditor. The list of prohibited non-audit services may only be varied by the Audit Committee.

The external auditor is permitted to undertake some non-audit services, for example due diligence activities associated with potential acquisitions or disposals of businesses by the Company, but these services and their associated fees, must be approved in advance by the Audit Committee. Where such services are considered recurring in nature, approval may be sought for the full financial year at the beginning of that year. Approval for other permitted non-audit services has to be sought on an ad hoc basis. Where no Audit Committee meeting is scheduled within an appropriate time frame, the approval is sought from the Chairman of the Audit Committee subject to confirmation at the next meeting.

The Audit Committee and the Board of Directors recommend that the stockholders vote FOR the ratification of the appointment of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. as our independent auditors for the fiscal year ending December 31, 2007.

OTHER MATTERS

Registered and Principal Executive Offices

Our registered address in the Republic of The Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands MH96960. Our principal executive offices are located at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece and our telephone number at that address is + 30 210 625 0001. Our corporate website address is http://www.stealthgas.com.

Audit Committee Report

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. The Audit Committee has the sole authority to retain, and set compensation and retention terms for, terminate, oversee, and evaluate the work of the Company’s independent auditors. The independent auditors report directly to the Audit Committee. The Board has determined that each member of the Audit Committee is independent within the meaning of the Sarbanes-Oxley Act of 2002 and the current listing standards of the Nasdaq Stock Market.

The Company’s management is responsible for the Company’s financial reporting process including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. Deloitte Hadjipavlou, Sofianos & Cambanis S.A. is responsible for expressing an opinion based upon their audits of the consolidated financial statements. Audit Committee is responsible for overseeing these processes. As part of this process the Audit Committee reviews the Company’s annual audited financial statements, quarterly financial statements and filings with the Securities and Exchange Commission. The Audit Committee also reviews reports on various matters, including: (1) critical accounting policies of the Company, (2) material written communications between the independent auditors and management, (3) the independent auditors’ internal quality-control procedures, (4) significant changes in the Company’s selection or application of accounting principles and, (5) the effect of regulatory and accounting initiatives on the financial statements of the Company. It is not the duty or the responsibility of the Audit Committee to conduct auditing and accounting reviews or procedures.

The Audit Committee has adopted policies and procedures for pre-approval of all audit and permissible non-audit engagements of the independent auditors and the related fees. Under the policy, prior to the engagement of the independent auditors for the next year’s audit, the Company’s management submits an aggregate of services expected to be rendered during that year for each audit and permissible non-audit engagement to the Audit Committee for approval. The fees are budgeted and the Audit Committee receives periodic reports from the Company’s management and the independent auditors on actual fees versus the budget by type of service. During the year, circumstances may arise when it may become necessary to engage the independent auditors for additional services not contemplated in the pre-approved budget. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor.

The Audit Committee has met and held discussions with the Company’s management and representatives of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. The Company’s management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with the Company’s management and Deloitte Hadjipavlou, Sofianos & Cambanis S.A.

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1, ‘‘Independence Discussions with Audit Committees,’’ and the Audit Committee discussed with Deloitte Hadjipavlou, Sofianos & Cambanis S.A. the firm’s independence and the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as modified or supplemented. The Audit Committee reviewed the audit and non-audit fees paid to Deloitte Hadjipavlou, Sofianos & Cambanis S.A. and also considered whether non-audit services performed by Deloitte Hadjipavlou, Sofianos & Cambanis S.A., were compatible with maintaining the auditor’s independence.

In performing all of these functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and independent auditors, which, in their report, express an opinion on the conformity of the Company’s annual financial statements to accounting principles generally accepted in the United States.

Based upon the Audit Committee’s discussions with the Company’s management and Deloitte Hadjipavlou, Sofianos & Cambanis S.A. and the Audit Committee’s review of the representations of the Company’s management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 20-F for the year ended December 31, 2006 when filed with the SEC. The Audit Committee also approved, subject to stockholder ratification, the selection of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. as the Company’s independent auditors.

Audit Committee
Markos Drakos, Chairman
Michael G. Jolliffe
Thanassis J. Martinos

United States Securities and Exchange Commission Reports

Copies of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006, as filed with the SEC, are available to stockholders free of charge on the Company’s website at www.stealthgas.com under the heading ‘‘Investor Relations-SEC Filings’’ or by writing to the attention of Andrew J. Simmons, CFO, StealthGas Inc. at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece.

General

The enclosed proxy is solicited on behalf of the Company’s Board of Directors. Unless otherwise directed, proxies held by Harry N. Vafias, our President and Chief Executive Officer, or Andrew J. Simmons, our Chief Financial Officer, will be voted at the 2007 Annual Meeting or any adjournments or postponements thereof FOR the election of the nominee to the Board named on the proxy card and FOR the appointment of the independent auditors. If any matter other than those described in this Proxy Statement properly comes before the 2007 Annual Meeting, or with respect to any adjournments or postponements thereof, the proxies will vote the shares of common stock represented by such proxies in accordance with their best judgment.

Please vote all of your shares. Beneficial stockholders sharing an address who are receiving multiple copies of the proxy materials, Annual Report to Stockholders and Annual Report on Form 20-F should contact their broker, bank or other nominee to request that in the future only a single copy of each document be mailed to all stockholders at the shared address. In addition, if you are the beneficial owner, but not the record holder, of shares of common stock, your broker, bank or other nominee may deliver only one copy of the Proxy Statement, Annual Report to Stockholders and

Annual Report on Form 20-F to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement, Annual Report to Stockholders and Annual Report on Form 20-F to a stockholder at a shared address to which a single copy of the documents was delivered. Stockholders who wish to receive a separate copy of the Proxy Statement, Annual Report to Stockholders and Annual Report on Form 20-F, now or in the future, should submit their request to us by telephone at + 30 210 625 0001 or by submitting a written request to StealthGas Inc. at 331 Kifissias Avenue, Erithrea 14561 Athens, Greece.