The past year has provided a number of opportunities for Enerflex's Board of Directors to enhance our overall Corporate Governance platform. During 2006, we continued to build on the solid foundation we established in previous years. This foundation strengthened our core operations and ensured alignment of the interests of management and Board members with those of all stakeholders. This further solidified the vision, mission and values within our operations. Significant milestones reached in 2006 included improvement of internal controls over financial reporting and the establishment of a systematic approach for the oversight of significant transactions, such as the income trust conversion process and international acquisitions.

During 2006, requirements and implementation standards around internal controls over financial reporting continued to evolve. We pushed forward with our own program for completing the documentation and evaluation of disclosure controls, internal controls and controls over information and technology resources. This steadfast adherence to our established internal timetable has allowed us to position ourselves for international growth as well as compliance with legislation. Also during the year, the Toronto Stock Exchange Corporate Governance Guidelines were replaced by National Policy 58-101 F Corporate Governance Guidelines. The full disclosure of these guidelines, as they relate to Enerflex, has been included in our 2006 Information Circular. We are pleased to inform you that Enerflex is in full compliance.

In addition, we are pleased to report that previously established programs covering Board and Committee guidelines, disclosure practices, privacy laws and whistleblower communication programs have all operated in a manner consistent with their original purpose, which is to ensure that investors are protected through good governance and accountability.

Each of these measures ensures that your Board is in compliance with regulatory requirements and reinforces that we are committed to adopting emerging and best practices in Corporate Governance. The integrity of the Board is important for all stakeholders and we will uphold our responsibility by reviewing and amending our Charters annually.

On behalf of the Enerflex Board of Directors, we look forward to the continued success of your Company.

Sincerely,

February 9, 2007