Supporting the

green mobility shift.

Gram Car Carriers

Annual report 2022

Year in brief

GCC in brief

2022 highlights

Key figures

Letter from the CEO

About GCC

Vision, mission and values

History, structure and presence

Strategy

Vessels and operations

Market and outlook

Executive Management

Board of Directors

Sustainability

Introduction

Environment

Social

Governance

Board of Directors’ report

Corporate governance report

Shareholder information

Financials

Consolidated financial statements

Notes to the Consolidated financial statements

Parent company financial statements

Notes to the Parent company

financial statements

101

Responsibility statement

110

Auditor’s report

111

Appendix

114

TCFD

114

Transparency Act

119

SASB Table

121

GRI Index

124

Glossary / APMs

125

Forward looking statement

126

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Go back

GCC in brief

Gram Car Carriers (GCC) is a tonnage provider focused on providing a modern,

reliable and efficient Pure Car Truck Carrier (PCTC) fleet with various vessel sizes

to suit all aspects of the seaborne car transportation trade. GCC is the world’s

third-largest tonnage provider within the PCTC segment with 19 owned across the

Distribution, Mid-size and Panamax segments. The Company serves as a trusted

provider of high-quality vessels and logistics solutions ensuring safe, efficient and

punctual shipment of vehicles for a network of clients comprising major global and

regional PCTC operators.

Investment highlights

Unique investment opportunity in leading

PCTC tonnage provider

Supporting the green mobility shift.

Attractive market fundamentals with

long-term upcycle unfolding

Successfully capturing a

historically strong market

Stated policy of returning minimum 50% of EPS

to shareholders through quarterly dividends

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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Year in brief

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Sustainability

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Financials

Appendix

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Year in brief

About GCC

Sustainability

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Appendix

Year in briefYear in brief | GCC in briefYear in brief | GCC in brief

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2022 highlights

Total dividend payments of USD 11.9

million for 2022 distributed quarterly, in

line with policy

Successful transfer to Oslo Børs’ main

market on 15 December following initial

listing on Euronext Growth in January 2022

Full-year revenue of USD 121 million,

EBITDA of USD 70.6 million and net profit

of USD 23.9 million

2022 average TCE

revenue: Panamax

USD 19,650; Mid-size USD 22,390 and

Distribution fleet USD 12,560

Successfully capturing a historically

strong market with 10%/31%/34% open

days in 2023/24/25 at year end

High visibility on future earnings and

dividend with more than 5x increase in

revenue backlog during the year

Favourable market outlook with

continued high charter rates and long

contract durations

On straight-line basis in accordance with IFRS

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Appendix

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Key figures

On straight-line basis in accordance with IFRS

Revenue backlog added during 2022, including new time charters amounting to USD 848 million and existing backlog on acquired vessels amounting to USD 75 million.

Current break-even comprise of budgeted vessel running expenses, insurance, overheads and debt servicing based on prevailing 3m SOFR implied forward rates and next 12 months’ debt amortisation schedule. Capex not included

Revenue (USD million)

121.0

Average TC rate

(USD)

18,960

Total revenue backlog added in 2022

(USD million)

923

Net profit (USD million)

23.9

Utilisation

97%

Revenue backlog at year end (USD million)

856

Dividend paid and proposed (USD million)

11.9

Average cash break-even

(USD)

17,270

Average contract coverage duration per vessel (years)

3.3

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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Year in brief

About GCC

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Appendix

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Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Year in briefYear in brief | Key figuresYear in brief | Key figures

Go back

Letter from the CEO

2022 was transformational for Gram Car

Carriers as we delivered on our strategic

priorities in our first year as a publicly listed

company to create significant value for our

stakeholders.

We confirmed our position as a leading owner of modern car

carriers, delivering safe, efficient operations and high-quality

logistics services to our customers. We successfully captured

a historically strong market by rechartering our fleet at high

dayrates and long durations. This was reflected in successively

increased quarterly profits and dividend distributions and a

record revenue backlog at year end.

Our achievements reflect disciplined delivery on the strategy

we presented to investors when GCC in January completed

the corporate restructuring, raised capital and was admitted

to trading on Euronext Growth in Oslo. The same strategic

priorities underpinned our up-listing to Oslo Børs’ main market

in December, in line with the plan we communicated at the

start of the year.

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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About GCC

Sustainability

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Year in brief

About GCC

Sustainability

Governance

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Appendix

Year in briefYear in brief | Letter from the CEOYear in brief | Letter from the CEO

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Significant value creation

At year end, we owned and operated a fleet of 19 modern

car carriers engaged in a strong car shipping market under-

supplied on capacity. During 2022, we grew our revenue

backlog more than five-fold to USD 856 million. The value-

weighted average contract duration of the new charters

signed was nearly five years per vessel. Going into 2023, this

provides us with good visibility on future cash flows.

Our financial performance improved successively through

the year as our vessels commenced new contracts, driving

revenue growth and profitability. For 2022, we distributed a

total of USD 0.408 per share including the fourth quarter divi-

dend paid in early 2023, equal to 50% of net profit in line with

our policy.

When combining dividends paid and share price apprecia-

tion during 2022, the total return for the GCC share was 212%,

making us a top performer on Oslo Børs. Our backlog, com-

bined with efficient operations and a robust balance sheet,

provide a strong foundation for further growth and cash gen-

eration. We will continue to share that value creation directly

with our shareholders though quarterly distributions.

Building for the future

This is reflected in our strategic choice of being an owner of

vessels with long-term contracts. As part of that strategy,

we will pursue accretive growth opportunities which support

increased shareholder distributions.

Our ambition to grow profitably motivated the acquisition of

three Mid-size car carriers from German shipowner F. Laeisz,

which became our largest shareholder. We also advised on

the formation of Global Auto Carriers AS (GAC), a company

with four 7,000 CEU environmentally friendly dual fuel car

carriers on order in China, with options for up to two more

vessels. This creates additional revenue streams for us as

the commercial manager and the potential for a meaningful

future equity stake without adding capital expenditure.

We expect a prolonged period of high returns in the car ship-

ping market driven by growing vehicle exports out of Asia, led

by China, to meet global auto demand which is recovering

after the Covid-19 pandemic despite inflation and rising

interest rates. The increase in shipyard orders for newbuild

car carriers will likely be absorbed by the current shortage

of vessels combined with rising demand in coming years

driven partly by rapidly growing volumes of electrical vehicles.

Against this backdrop, we continue to selectively consider

potential growth opportunities.

A trusted partner

We have a clear set of values that define how we should act

as a business and as individuals. I would like to thank the

entire GCC team and our vessel crews for their dedication and

for living up to our values which form the basis for our long-

term growth and value creation. I would also like to thank the

Board of Directors for their steadfast guidance during a very

active year for our company.

We are committed to being a trusted provider of high-quality

vessels and logistics solutions to our growing network of

clients comprising major global and regional PCTC operators.

We have a strong heritage with more than 40 years of involve-

ment in the global car shipping market with long-standing

relationships across the entire automotive industry.

I am proud to say that we continue to thrive as an essential

and supportive partner to the industry as vehicles and their

logistic chain transition towards a zero-emission future. Our

vessels carry an increasing share of electric vehicles that

are crucial to the energy transition, and we collaborate with

customers and partners to develop solutions that reduce

emissions from vessel operations to support the decarbonisa-

tion of the global automobile value chain.

Going into 2023 and beyond, we are guided by our vision to

be a leader in sustainable transport solutions to the global

auto industry, supported by a strong foundation for continued

profitable growth and attractive shareholder distributions.

Georg A. Whist

CEO of Gram Car Carriers ASA

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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Sustainability

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Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Year in briefYear in brief | Letter from the CEOYear in brief | Letter from the CEO

Go back

About

GCC

Gram Car Carriers Annual report 2022

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC

Go back

Vision,

mission and

values

Gram Car Carriers’ culture is built

on the Company’s purpose, vision,

mission and values, which also

influence how the Company carries

out the everyday work to assist its

customers and partners.

Our Purpose

Supporting the green mobility shift

With a strong foundation and more than 40 years of

involvement in the global car shipping market, Gram Car

Carriers continues to be an essential and supportive partner

to the automotive industry, as vehicles and their logistic chain

transition towards a zero-emission future.

Our Vision

A leader in sustainable transport

solutions to the global auto industry

GCC seeks to be the preferred vessel partner for operators of

seaborne vehicle logistics all around the world. The Company

collaborate with its customers to offer quality transport

services while continuously reducing the carbon footprint of

the worldwide supply chain for the automotive industry.

Our Mission

A trusted team with a strong Norwegian maritime

heritage, ensuring safe, efficient and clean

shipment of vehicles for operators worldwide

Gram Car Carriers aspires to provide customers worldwide

with vessels and services that meet and exceed their

expectations. A strong Norwegian maritime tradition helps us

accomplish this while being open, truthful, and discrete when

working as one team on land and at sea.

Our Values

Trustworthy, Innovative, Service-minded and Collaborative

Gram Car Carriers’ values define how we as a business and

as individuals should act and behave in daily operations

and in interactions with our stakeholders. They represent our

shared culture and serve as guiding principles for daily deci-

sion-making and for our long-term growth and value creation.

Trustworthy

We pledge to be a trusted partner delivering safe and

environmentally sound operations so that our customers can

move vehicles efficiently across the oceans. We are open,

honest and treat everyone with respect. We only do what we

truly believe is in the best interest of our customers.

Innovative

We endeavour to adopt and integrate innovative technology,

solutions and behaviour to support the maritime and auto-

motive industries, our customers and ourselves in becoming

more effective and sustainable.

Service-minded

We aim to be the preferred long-term vessel provider to

operators in the global and regional trades led by our

dedication to providing a best-in-class service every day.

Collaborative

We cherish long-lasting relationships with our customers and seek

ongoing collaboration with industry stakeholders as well as within

our own highly motivated and skilled staff on land and at sea.

Gram Car Carriers Annual report 2022

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Vision, mission and values

Go back

History – A pioneer

in global car shipping

Gram Car Carriers was built over the last decades based on extensive experience and knowledge

from the car shipping industry. Peter D. Gram started the activities 41 years ago (1982) when he

acquired his first pure car carrier. Several other car carriers were bought over the following years and

chartered out to the main car carrier operators. Peter D. Gram formed the predecessor company of

Gram Car Carriers in 2006 to manage Gram’s car carrier investments.

In 2007, the Company expanded with series of six Mid-size

PCTC’s and four Distribution ships. A further new building

programme was initiated in 2012, consisting of a series of four

Panamax PCTC vessels.

In January 2022, Gram Car Carriers ASA listed on Euronext

Growth in Oslo following a private placement of new shares

raising the equivalent of USD 121 million in gross proceeds. The

listing followed the completion of asset transactions with the

former Singapore-based corporate structure and F. Laeisz

on 25 January. At the same time, GCC refinanced most of its

corporate debt and lease facilities. On 15 December 2022, GCC

transferred to the Oslo Børs main market to reach an ever

wider global investor base.

Throughout its history, Gram Car Carriers has increased its

focus on sustainability. It is currently operating a modern,

reliable and efficient fleet that seeks to minimise emissions

and pollution with core values of high governance and health

and safety.

Company structure

The Company’s registered name is Gram Car Carriers ASA,

while its commercial name is “Gram Car Carriers” or “GCC”.

The Company is the parent company of the Group. The

Company is a holding company, and the Group’s operations

are carried out through its subsidiaries. See note 21 of the

annual report for more information.

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Year in brief

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Appendix

About GCCAbout GCC | History, structure and presenceAbout GCC | History, structure and presence

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Executing strategy for high value creation

Gram Car Carriers is developing its position

as a substantial tonnage supplier to the

world’s major operators of seaborne vehicle

transportation. The Company has extensive

expertise as a commercial manager, covering

the whole market with vessels suited to all

aspects of the trade, providing customers

with a modern, reliable and efficient fleet

with the latest design details and maximum

cargo carrying capability to support the green

mobility shift.

The Company’s strategy and vision going forward is to

recontract its fleet for longer term contracts. Throughout

2022, The Company has successfully secured longer charter

contracts at increased dayrates as the vessels rolled off their

former short-to-medium term charter contracts.

GCC seeks to be the preferred vessel partner for operators of

seaborne vehicle logistics all around the world. The Company

is dependent on keeping the fleet attractive and relevant for

its customers and their needs, including providing fuel-saving

and hull-optimising solutions, as well as cleaner technologies.

To achieve this, the Company collaborates with its customers

and seeks to offer quality transport services, while continu-

ously reducing the carbon footprints of the worldwide supply

chain for the automotive industry. GCC works actively together

with its customers, classification societies, engine manufac-

turers and insurance companies to test and integrate such

new technologies.

The Board of Directors and management comprise expe-

rienced industry professionals, supporting delivery on the

long-term strategy. This includes a disciplined financial

framework supportive of long-term value creation for all

stakeholders and stable, attractive returns to shareholders.

This is reflected in a clear dividend policy of paying at least

50% of net profit in dividends on a quarterly basis.

FY 22Q4 22Q3 22Q2 22Q1 22

0.169

0.408

50%50%50%50%

0.110

0.093

0.036

Dividend % of net profit

Dividend (USD per share)

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Year in brief

About GCC

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About GCCAbout GCC | StrategyAbout GCC | Strategy

Go back

~19m CEU transported by sea

Vessel and

operations

Gram Car Carriers is the third-largest PCTC tonnage provider

in the world, with a modern fleet. The Company is the operator

and commercial manager of 19 owned vessels. The Company

is also the commercial manager of one existing vessel and four

newbuildings scheduled for delivery in 2025/2026 on behalf of

third-party owners. The fleet consists of modern fuel-efficient

vessels combined with logistics solutions to ensure precise and

safe shipment with maximised cargo capability.

To meet the specific needs of our operator customers, GCC

provides highly advanced Distribution vessels, Mid-size vessels

and Panamax vessels with a capacity of between 1,000 and

7,000 CEU.

The Company’s vessels are all chartered out on time charter

contracts, predominantly to well-established car carrier opera-

tors. Gram Car Carriers’ customers enter into contracts with car

manufacturers for the transportation of cars from production

areas to market areas, and provide shipping and logistics

services including distribution, terminal services and technical

services to the car manufacturers and logistics companies.

Car manufacturer

~90m produced / year

Operator

~570 vessels

Tonnage provider

~180 vessels

Dealers / Logistics

companies

Production of cars and

high & heavy vehicles

Shipping and logistics

services, including distribution

(ports and dealers), terminal

services and technical sevices

Providing and optimising

tonnage / logistics solutions

to operations

Sales and distribution

to end-users

Who? Value chain Scope

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About GCC

Sustainability

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Appendix

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Year in brief

About GCC

Sustainability

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Appendix

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Distribution vessels

GCC owns five Distribution vessels.

Four were built at the Kyokuyo

Shipyard in Shimonoseki, Japan

and delivered during 2009 and 2010.

These vessels mainly operate in

European or Caribbean trades. The

main features are an overall length

of 140 metres, beam of 22.4 metres

and twin medium speed engines

with controllable pitch propeller

(CPP) and shaft generator. The

vessels have a capacity of about

2,000 CEU with one hoistable deck

to accommodate high and heavy

cargo. The fifth Distribution vessel

has a capacity of 1,000 CEU and was

built in 1996. This vessel is currently

operating in Caribbean trades where

there are substantial limitations on

draft and port sizes.

Name Capacity Type

Viking Princess 1,000 CEU Distribution

Viking Odessa 2,000 CEU Distribution

Höegh Caribia 2,000 CEU Distribution

City of Oslo 2,000 CEU Distribution

Viking Constanza 2,000 CEU Distribution

Viking Drive 3,500 CEU Mid-size

Viking Amber 4,200 CEU Mid-size

Viking Coral 4,200 CEU Mid-size

Viking Diamond 4,200 CEU Mid-size

Viking Emerald 4,200 CEU Mid-size

Viking Ocean 4,200 CEU Mid-size

Viking Sea 4,200 CEU Mid-size

Viking Paglia 5,000 CEU Mid-size

Viking Passero 5,000 CEU Mid-size

Viking Passama 5,000 CEU Mid-size

Viking Adventure 6,700 CEU Panamax

Viking Bravery 6,700 CEU Panamax

Viking Destiny 6,700 CEU Panamax

Viking Queen 7,000 CEU Panamax

Gram Car Carriers fleet

Panamax vessels

GCC owns four Panamax Pure vessels. Three were

built at CSC Jinling Shipyard, with two delivered in

2015 and one in 2017. The vessels were designed

and built to maximise cargo intake and mini-

mise the fuel consumption. Main features are

an overall length of 200 metres, beam of 32.26

metres (former max bean in Panama Canal)

and HHI-built MAN B&W 6S60 ME-C8.2 Tier ll main

engine, e-type, giving better fuel economy and

more flexibility in terms of adjusting speed. The

vessels are built with single pillars and with four

hoistable decks to accommodate high and

heavy cargo. The vessel capacity is 6,700 CEU,

and they are mainly used in East/West trade

lanes. In addition, the Company owns a 7,000 CEU

vessel with two hoistable decks built at Uljanik

Shipyard in Croatia and delivered in 2007. GCC

also commercially manage four 7,000 CEU dual

fuel LNG newbuilds scheduled for delivery from

2025, all with four hoistable decks.

Mid-size vessels

GCC owns 10 Mid-size vessels. One

was built at Shin-A in Korea, delivered

in 2000 with a cargo intake of about

3,500 CEU and two hoistable decks. Six

vessels were built at Nantong Heavy

Industries in China and delivered

between 2010 to 2012. They have a

capacity of about 4,200 CEU and

two hoistable decks. The last three

vessels were built at Yangfan Shipyard

in China, delivered in 2010 and 2012.

They have a capacity of about 5,000

CEU and three hoistable decks.

These vessels were built for world-

wide trading and are mainly used

in regional and North/South trades.

GCC also commercially manages one

5,000 CEU vessel delivered in 2010, with

three hoistable decks.

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Sustainability

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Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Vessels and operationsAbout GCC | Vessels and operations

Go back

Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 2024 2025 2026 2027 2028

Viking Constanza 2,000

Viking Queen 7,000

Viking Princess 1,000

Viking Amber 4,200

Viking Passero 5,000

Hoegh Caribia 2,000

Viking Drive 3,500

City of Oslo 2,000

Viking Coral 4,200

Viking Odessa 2,000

Viking Emerald 4,200

Viking Sea 4,200

Viking Ocean 4,200

Viking Diamond 4,200

Viking Destiny 6,700

Viking Adventure 6,700

Viking Paglia 5,000

Viking Bravery 6,700

Viking Passama 5,000

Contract overview

During 2022, the Company added a total of USD 923 million of revenue

backlog by the signing of new contracts for the Company’s existing

fleet and by the acquisition of three vessels with existing contracts. The

revenue backlog at year-end 2022 amounted to USD 856 million with

an average duration of 3.3 years per vessel. The average durations for

the Mid-size and Panamax vessels are 4.1 and 4.2 years, respectively.

This provides good visibility on future revenue, profits, debt service

and dividend capacity. As of the date of this report, the Company has

added a further USD 61 million in backlog in 2023 with the fixing of the

Distribution vessels Viking Odessa and City of Oslo, each for three years.

USD 11,500 USD 17,000

USD 12,000 USD 26,550

USD 16,500 USD 11,500 USD 35,000

USD 23,000

USD 12,000 USD 14,500 USD 27,750

USD 27,750

USD 16,450 USD 60,000

USD 16,300

USD 12,000 USD 14,430

USD 23,000 USD 35,000

USD 21,250 USD 27,700

USD 16,000 USD 28,000

USD 33,300

USD 10,450

USD 14,600 USD 24,950 USD 35,000

USD 16,000 USD 65,000

USD 12,000

Firm charter

2022/23 fixtures

Option

USD 22,000

USD 25,500 USD 30,612

USD 18,000 USD 64,900 USD 48,000

USD 17,000 USD 33,300

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Year in brief

About GCC

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Appendix

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Market overview

Macroeconomic and auto trends

The development in global car sales has historically correlated with economic activity and global

GDP growth. The IMF’s economic outlook from January 2023 forecasts a GDP growth of 2.9% in

2023 following 3.4% growth in 2022 amid high inflation and increasing interest rates. The most

recent forecast for global light vehicles sales by LMC Automotive predicts 85.7 million units sold in

2023. This is decrease in the forecast from 90.7 million units at the start of 2022. Still, it indicates a

4.7% growth in car sales in 2023 compared to 2022. LMC forecasts that global car sales will exceed

pre-Covid levels from 2024.

2025E2024E2023E2022202120202019

90.2

77.8

81.4

80.6

85.7

90.7

94.8

Source: LMC Automotive, 31 December 2022

Global light vehicles sales and estimates (Million units)

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In 2022, Chinese auto exports totalled 3.25 million vehicles, an increase of 57% compared to 2021. Monthly exports exceeded 350,000

units towards the end of the year. The battery electric vehicle (BEV) share was 29% in 2022, up from 24% in 2021. In the fourth quarter

2022, the EV export share was 34%. As a comparison, the December exports from Korean and Japanese auto manufacturers were

266,000 and 458,000 units, respectively. China has become the third-largest vehicle exporter in the world, behind Japan and the EU.

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

20222021202020192018

Asia

Europe

South America

North America Central America Oceania Africa 12m rolling avg BEV share

10%

20%

30%

40%

Source: Global Trade Tracker (GTT)

Chinese auto exports (units)

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The electrification of the global car fleet continues at a high

pace. In 2022, China accounted for more than 50% of global

BEV sales. Chinese exports of BEVs increased almost 90% to

more than 945,000 units, according to Global Trade Tracker. The

continuing Chinese export growth is positive for the car carrier

market, as seaborne volumes are increasing. Substantial local

investment to increase production capacity of electric vehicles

in China is expected to be used to support the worldwide export

ambitions of the Chinese EV manufacturers. IEA expects global

EV sales to reach 60% of total car sales by 2030 in their “Net Zero

Emissions by 2050” scenario.

Supply disruptions impacted auto sales in major markets in

2022, primarily due to production cuts in Japan and South

Korea.

The Russian invasion of Ukraine in 2022 had some immediate

impact on short-sea traffic in Europe. However, the reduced

activity in Black Sea and Baltic car trades has gradually been

compensated by increasing feeder requirements for cargo

originating outside Europe, and the easing of supply disrup-

tions. At year end, the impact of Covid-19 on global vehicle

production was limited. Still, follow-on effects such as labour

shortages in ports, as well as underinvestment in inland trans-

portation infrastructure, continued to have a negative impact

on fleet efficiency.

2022202120202019201820172016201520142013201220112010

Others

China

United States

Europe

Global market share

10%

12%

14%

Global electric vehicle sales (Million units)

Source: Source: IEA, Company Information, Customs Data, China Association of Automobile Manufacturers

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Year in brief

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Fleet development

Following several years of negative fleet growth in the PCTC

market, the current situation with significant undercapacity

has led to an increase in orders for new car carriers. However,

the majority of the current orderbook of 132 vessels will only

start to materially impact on supply from 2025 onwards. Of the

current PCTC fleet, 147 of the vessels are older than 20 years.

The global car carrier fleet amounted to 757 vessels on

31 December 2022, according to Clarksons. The global order

book was 24% of the current capacity. This is above the his-

torical average of 17%. The delivery schedule of the current

PCTC order book is expected to be insufficient to meet the

estimated demand, at least through 2025.

The global fleet controlled by PCTC tonnage providers

amounted to 180 vessels at the end of the year, unchanged

from 2021. Currently there are an estimated 28 vessels con-

trolled by tonnage providers open for contract renewal in

2023. This compares to 65 vessels fixed during the entire 2022.

100

200

300

400

500

600

700

800

900

20222020201820162014201220102008200620042002200019981996

<2000 CEU

2-3,999 CEU

4-5,999 CEU >6,000 CEU

Fleet growth (%)

-10%

-5%

10%

15%

Source: Clarksons Research

Order book Average

10%

20%

30%

40%

50%

20222020201820162014201220102008200620042002200019981996

Historical fleet development (Number of vessels)

Orderbook as percent of fleet

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Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

Go back

Time charter rates

In 2022, the combination of increased demand and limited vessel supply led to a significant increase in time charter rates.

The 12-month TCE contract rate for Panamax vessels was estimated at USD 110,000 per day at year-end 2022, up from USD 35,000 per

day a year earlier, according to data from Clarkson. The 12-month TCE rate for Mid-size vessels was assessed at USD 90,000 per day,

up from USD 25,500 per day a year earlier. The Company estimates the 12-month TCE for Distribution vessels was at USD 25,000 per

day, up from USD 15,000 per day at the start of the year.

6,500 CEU 5,000 CEU

20000

40000

60000

80000

100000

120000

Dec 31

2023

Feb

2022

Feb

2021

Feb

2020

Feb

2019

Feb

2018

Feb

2017

Feb

2016

Feb

2015

Feb

2014

Feb

2013

Feb

2012

Feb

2011

Feb

2010

Feb

2009

Feb

2008

Feb

2007

Feb

2006

Feb

2005

Feb

2004

Feb

2003

Feb

2002

Feb

2001

Feb

2000

Historical time charter rates (USD/day) Source: SIN Clarksons

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Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

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Executive Management

Georg A. Whist,

Chief Executive Officer

Mr. Whist has been the CEO of Gram Car Carriers

since 2018. Prior to this, Mr. Whist held the position

as CFO in Hafnia Tankers ApS in Copenhagen fol-

lowing 18 years with Nordea Bank as SVP and Head

of Europe, Asia & Middle East of Nordea Bank’s

Shipping, Offshore and Oil Service division.

Gunnar Koløen,

Chief Financial Officer

Mr. Koløen joined Gram Car Carriers as CFO in

January 2021, after serving as CFO and Managing

Director at Dolphin Drilling (Singapore). Mr. Koløen

also held the position as General Manager of

Gram Car Carriers (Singapore) 2009-2011 and

served as a Director of the Company from 2012 to

2020. Gunnar started his professional career with

KPMG and is a State Authorised Public Accountant

from Norway.

Børre Mathisen,

Chief Operating Officer

Mr. Mathisen joined Gram Car Carriers in 2013. Mr.

Mathisen previously worked at Hoegh Autoliners

from 1996 where he held various positions,

including two periods in Japan in charge of

commercial operations in East Asia.

Mas Gram,

Head of Projects and IR

Mr. Gram joined Gram Car Carriers in 2013. Mr.

Gram previously worked for Tankers interna-

tional (VLCC pool) and Tufton Oceanic (Fund

Management company) in London, before Pareto

Securities (corporate finance) in Singapore.

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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Year in brief

About GCC

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Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Executive ManagementAbout GCC | Executive Management

Go back

Board of

Directors

Ivar Myklebust

Chair of Board

Nikolaus H. Schües

Vice Chair of Board

Alasdair Locke

Board Member

1967, Norway 1965, Germany 1953, Scotland

2021 2022 2021

33,000 as at 31 December 2022 7,945,229 as at 31 December 2022 1,938,782 as at 31 December 2022

Mr. Myklebust is the CEO of OMP Capital AS. He has

previously served as both CEO and CFO of Höegh

Autoliners, and CFO of D/S Norden. Mr. Myklebust

has also held board positions as chair of Havyard

Ship Technology; board member of the Norwegian

Shipowner’s Mutual War Risk Insurance Association

(DNK); Euro Marine Logistics NV and OMP Capital

A/S. His background also includes 12 years of credit,

investment banking and financial restructuring in

Nordea and Pareto Securities. Mr. Myklebust holds

a MSc degree and post-graduate studies from

the Norwegian School of Economics and Business

Administration (NHH), and a BA degree in political

science from the University of Oslo.

Mr. Schües is the principal and CEO of F. Laeisz and

has been nominated by F. Laeisz to the Board of

Directors. Mr. Schües is Designated President of

BIMCO, Vice Chair of UK P&I Club and Member of

the Presidential Committee of German Shipowners

Association. He holds an MBA from Instituto

de Empresa (IDE), Madrid and a BSc (Hons) in

Economics from the University of Buckingham, UK.

Mr. Locke is the Chair of Motor Fuel Group and Non-

Executive Chair of Well-Safe Solutions Ltd. He is the

former Executive Chair of Abbot Group plc, an oil ser-

vices company which he founded in 1992. Mr. Locke

holds an MA (Hons) in History and Economics from

Wadham College Oxford.

Year of birth, residence

Director since

Shareholding

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Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

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Dr. Gaby Bornheim

Board Member

Clivia Breuel

Board Member

Christine Rødsæther

Board Member

1966, Germany 1979, Germany 1964, Norway

2022 Director since: 2022 2021

- AL Maritime Holding holds 2,686,706

as at 31 December 2022

18,745 as at 31 December 2022

Dr. Bornheim is Managing Director of Peter Döhle

Schiffahrts KG. In the past she was inhouse counsel

for Deutsche Shell AG and MobilOil AG. Gaby is

President of the German Shipowners Association.

She studied economics and law at Westfälische

Wilhelms-Universität Münster, Germany and passed

her second state exam before the Higher Regional

Court of Hamburg, Germany.

Clivia Breuel (née Bunnemann) is a partner of

AL Capital Holding GmbH & Co. KG, a diversified

and family owned shipowning group and parent

company of AL Maritime Holding. She is Chair of the

Board of the PBS Foundation. She has long expe-

rience in both shipping and banking and holds a

master’s degree in Business Studies from the EBS

Business School Oestrich-Winkel.

Christine Rødsæther has since 2002 worked as a

lawyer and partner of the law firm Simonsen Vogt

Wiig AS. Furthermore, she is a board member in

Odfjell SE and Tufton Oceanic Assets Limited, and

Mrs. Rødsæther has previously acted as board

member in Norwegian Guarantee Institute for Export

(GIEK), Grieg Shipping, Songa Bulk ASA and Bank

Norwegian ASA. She has extensive experience in

international shipping and offshore transactions,

banking and finance and general contract law. Mrs.

Rødsæther has previous experience as lawyer from

Wikborg, Rein & Co. including the London office and

Andersen Legal ANS. She holds a Master of Law from

the University of the Pacific, Sacramento, California

and Cand. Jur. from the University of Bergen

Year of birth, residence

Director since

Shareholding

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Year in brief

About GCC

Sustainability

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Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

Go back

Nils Kristoffer Gram

Board Member

Mr. Nicolaus Bunnemann

Alternate member of the Board

1976, Norway 1981, Germany

2021 2021

2,800 as at 31 December 2022 AL Maritime Holding holds 2,686,706

as at 31 December 2022

Mr. Gram is currently Partner and Investment

Director in Vanir Green Industries, an energy tran-

sition focused investment company. He is a board

member of several private companies related to

energy transition and circular economy, and has

previously acted as board member of Element ASA.

Mr. Gram has over 20 years’ experience from con-

sulting, investment banking and investments, having

been CEO of ProCorp AS, MD of Gram Shipping AS,

a Partner in Pareto Securities AS, and consultant in

Capgemini Consulting.

Mr. Bunnemann is the managing partner of AL Capital

Holding GmbH & Co. KG, a diversified and family

owned shipowning group. He is the founder and

managing director of Atlantic Lloyd GmbH & Co. KG,

the Group’s operating arm in Hamburg, Germany.

Mr. Bunnemann is a member of the board of the

German Shipowners’ Defence Association as well as

board member of a number of maritime investment

companies and holds a master’s degree in Shipping,

Trade and Finance. He was nominated to the Board

by AL Maritime Holding.

Committees

Name Gender Role

Audit Committee

Nils Kristoffer Gram M Chair

Nikolaus H. Schües M Member

Ivar Hansson Myklebust M Member

Nomination Committee

Erik A. Lind M Chair

Hannes Thiede M Member

Olav Kristian Falnes M Member

Remuneration Committee

Christine Rødsæther F Chair

Alasdair Locke M Member

Dr. Gaby Bornheim F Member

Clivia Breuel F Member

Year of birth, residence

Director since

Shareholding

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Appendix

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Year in brief

About GCC

Sustainability

Governance

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Appendix

About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

Go back

ESG report

Gram Car Carriers Annual report 2022Gram Car Carriers Annual report 2022

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Year in brief

About GCC

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Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

SustainabilitySustainability Sustainability

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Key performance indicators

GHG emissions

(Mt CO

e, owned vessels, Scope 1)

499,176

LTIF

(Zero marine casualties)

1.1

Fines or significant

environmental incidents

Sailing distance

(nm, owned vessels)

1,689,099

Number of owned vessels

in fleet (as at 31/12/2021)

Average age of fleet

(years)

12.8

Scope 1: GHG Protocol – Approach: Financial Control

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Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

SustainabilitySustainability | IntroductionSustainability | Introduction

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About this report

This report presents the environmental, social and governance (ESG) performance of Gram Car Carriers ASA for the period 1 January

to 31 December 2022. The report has been prepared to meet the SASB Marine Transportation Standard (2018) and follows The

Norwegian Shipowners’ Association’s ESG Reporting Guidelines (2021), referencing the GRI Standards (2021).

Gram Car Carriers ASA is listed on Euronext Oslo Børs with the ticker-code “GCC”.

For further information contact mail@gramcar.com

This Report complies with the SASB

Marine Transportation Standard (2018) and

The Norwegian Ship Owners’ Association ESG

Reporting Guidelines 2021

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Year in brief

About GCC

Sustainability

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SustainabilitySustainability | IntroductionSustainability | Introduction

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A message from our CEO

“Gram Car Carriers has a strong foundation. With more than 40 years of involvement in the global

car shipping market, we are an essential and supportive partner to the automotive industry as both

vehicles and their logistics chain transitions towards a zero-emission future.”

We have a vision of being a leader in sustainable transport

solutions to the global auto industry. This commitment is

reflected in our mission, values and shared culture which serve

as guiding principles for daily decision making and for long-

term growth and value creation.

As part delivering on our long-term strategy, we are actively

preparing for the implementation of new regulations and

reporting frameworks measuring our environmental, social

and governance performance. We are ready to report

the International Maritime Organization’s Carbon Intensity

Indicator (CII) and are prepared for the inclusion of maritime

shipping in the EU’s Emission Trading Scheme.

In 2022, we continued to work on reducing greenhouse gas

emissions. This included ongoing biofuel trials, energy effi-

ciency initiatives and the development of decarbonisation

plans for each vessel in our fleet. We maintained our record of

zero significant spills and progressed the installation of ballast

water treatment systems on our vessels according to plan.

We assessed our climate-related risks and opportunities in

line with Taskforce on Climate-related Financial Disclosures

(TCFD) recommendations. Furthermore, as required under the

Norwegian Transparency Act, we executed a due diligence

process to identify and manage human rights risks in our

value chain. Our TCFD and Transparency Act Statements are

presented in the appendix of this report.

There were no serious marine casualties or fatalities in the

year as we maintained our unwavering focus on creating

a safe work environment for our crews and supporting their

well-being. I am deeply concerned by the war in Ukraine and

its humanitarian consequences. The war is impacting our

Ukrainian seafarers and their families. In response, we have

established a financial hardship allowance for crew members

and set aside further funds to assist them in 2023. Our priority

is to support our seafarers and their families.

I would like to take this opportunity to thank our hard working

and dedicated colleagues and partners for their continuous

contributions to these important efforts. I invite you to read our

ESG report and welcome your feedback.

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About GCC

Sustainability

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About Gram Car Carriers

Gram Car Carriers ASA (“the Company” or “GCC”, together with its subsidiaries the “Group”) is the

World’s third-largest car carrier tonnage provider, with a strong industry name having been engaged

in car carrier investments since 1982. The Company provides modern fuel-efficient vessels and

logistics solutions to operators, enabling precise and safe shipment with maximized cargo capability.

GCC is the operator and commercial manager of 19 owned

vessels. The company is also the commercial manager of one

existing vessel and four newbuildings owned by Global Auto

Carriers (GAC), which is currently building four 7,000 CEU dual

fuel Pure Car Truck Carriers (PCTC) in China with options for

two additional vessels.

Crewing and ship management for the vessels owned and

managed by the Company is outsourced to reputable service

providers on a contractual basis. Service providers must meet

the GCC’s ESG standards and requirements. The routing of

vessels, choice of port and time in port is generally the choice

of the Company’s clients, with GCC having limited influence

over fuel consumption and emissions.

GCC has an extensive and long history of chartering vessels to

all major global operators and key regional operators world-

wide. The Company’s headquarter is in Oslo, Norway, with a

branch office in Singapore. The Company’s shares are listed

on Euronext Oslo Børs under the ticker-code “GCC”.

Supporting the green mobility shift

Gram Car Carriers’ culture is built on a strong sense of

purpose supported by the Company’s vision, mission and

values, which influence how the Company carries out the

everyday work to assist its customers and partners.

The GCC sustainability framework

The Company focuses on environmental, social and gov-

ernance (ESG) performance, including formalising how it

measures, manages and reports on material ESG topics. The

specific material topics have been assessed with an external

sustainability expert’s assistance and serve as the focus areas

of this report. GCC seeks to provide relevant, financially mate-

rial, and industry specific ESG information to its stakeholders,

with whom the Company engages in continuous dialogue.

In 2022, GCC focused on implementing environmental ini-

tiatives that support decarbonisation ambitions, as well as

putting emphasis on the wellbeing of the vessel crews given

the current geopolitical situation.

Supporting the

green mobility

shift

Social

Environment

Governance

• GHG emissions

• Air emissions

• Fuel efficiency

• Ecological impacts

• Ship recycling

• Health and safety

• Diversity

• Human rights

• Developing human

capital

• ESG governance

• Conduct, ethics and anti corruption

• Data privacy and cyber security

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Fleet Description

(up to 2,000 CEU)

(up to 5,000 CEU)

(up to 7,000 CEU)

Diversified fleet of 19 owned PCTCs

Third party vessels

1 4

Panamax newbuilds and

2 options for Global Auto Carriers

Distribution

vessels

Mid-size

vessels

Panamax

vessels

Mid-size

(Mediterranean Sea)

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Year in brief

About GCC

Sustainability

Governance

Financials

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Environment

GHG Emissions

Gram Car Carriers is committed to reducing greenhouse gas

(GHG) emissions to meet International Maritime Organization

(IMO) intensity targets of at least 40% reduction by 2030 and

pursuing efforts towards 70% reduction by 2050, compared to

2008.

The Company seeks to reduce its total GHG emissions by at

least 50% by 2050, compared to 2008. In 2023, the IMO intends

to revise its emission reduction targets to reflect increased

ambitions. The revision is expected to be followed by new reg-

ulations, including requirements supporting the use of green

shipping fuels as well as market-based pricing of carbon

emissions. On a regional level, the EU’s legislative bodies

recently agreed on a regulation aiming to increase the uptake

of greener fuels in the maritime sector (FuelEU Maritime), as

well as the inclusion of maritime shipping into the EU Emission

Trading System (EU ETS). The Company is closely monitoring

these developments and plans to align investments and

targets with the upcoming regulations.

GCC expects to achieve the targeted GHG reductions in line

with the Company’s long-term decarbonisation plan through

its ongoing biofuel trials and the introduction of individual

vessel decarbonisation plans with defined actions.

In 2022, Scope 1 GHG emissions increased due to a larger fleet

and increased vessel utilisation. The carbon intensity indicator

increased due to post COVID-19 restrictions and logistics

backlogs, leading to additional waiting time, extended lay-ups

and variable sailing speeds.

Emissions from owned vessels 2022 2021 2020

Scope 1 GHG Emissions

(metric tonnes CO

e) 470,969 378,749 251,594

Carbon Intensity Indicator

(CII) (g CO

e / t.nm) 8.26 7.16 6.91

Successful biofuel trials

GCC have conducted biofuel trials on the City of Oslo and

Viking Constanza in cooperation with Euro Marine Logistics.

During the trials, the vessels operated successfully without

technical issues while using two different grades of biofuel.

The Company is in the process of obtaining permanent class

approval for the use of biofuel on these vessels. The use of

biofuel has shown to reduce carbon emissions by up to 90%.

Poseidon Principles

Gram Car Carriers is a foundation signatory to the Poseidon

Principles - a global framework for responsible ship finance.

The Poseidon Principles provide a framework for integrating

climate considerations into lending decisions to promote

international shipping’s decarbonisation.

EU ETS for shipping

The Company is closely monitoring the development of the

new EU emissions trading scheme (ETS) for shipping, sched-

uled for implementation in 2024, subject to final adoption

expected in 2023. The cap-and-trade system aims to reduce

GHG emissions by setting a limit, or cap, and will apply to all

voyages and port calls within the EU/EEA, and to 50% of emis-

sions on voyages into or out of the EU/EEA. It is therefore likely

to have a direct impact on the Company’s operations.

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Appendix

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Year in brief

About GCC

Sustainability

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Appendix

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Climate risk

Risk management is an integrated part of daily operations and

management processes. Every year, enterprise risks, including

climate risks, are formally presented by management to the

Board of Directors based on input from technical managers

and consultants. Climate-related risks include both physical

risks such as weather disruption and vessel handling and tran-

sitional risks such as regulations and customer requirements.

The Company follows the recommendations of the Task Force

on Climate-Related Financial Disclosures (TCFD) and has

summarised these disclosures below. For a more comprehensive

overview of the climate risk governance, please refer to the TCFD

statement in the Appendix to this report. GCC also monitors the

developments of the Task Force on Nature-Related Financial

Disclosures (TNFD) and will adapt to it accordingly.

Governance

Climate-related risks and opportunities are regularly reviewed

by the Board of Directors as part of its overall responsibility for

risk governance. The Board receives updates on climate risks,

emerging regulations, developments in the Company’s per-

formance relative to the decarbonisation strategy, emissions

reduction trajectories, and technological developments.

Strategy

Gram Car Carriers has undertaken a climate risk review and

analysis to understand how climate risks and opportunities

are likely to impact the business, its strategy and financial

planning. By using information from these sources and the

ongoing monitoring of GHG emission performance across the

fleet, Gram Car Carriers believes it is well positioned to absorb,

mitigate or adapt to climate-related risks; and, in some cases

also capture available opportunities.

Risk management

Climate risk identification is incorporated into the general risk

management and internal control system. The Board receives

regular updates on relevant potential risks as part of the risk

management system.

Targets and metrics

The Company measures its total GHG emissions (Scope 1) in CO

equivalents by applying the IMO CII Carbon Intensity Indicator,

and the Average Efficiency Ratio (AER) is measured and

reported as grams of CO

e per deadweight nautical ton-mile.

Air emissions

Since 1 January 2020, The Company has complied with the

IMO’s reduced Sulphur fuel content requirement, lowering the

upper limit from 3.5% down to 0.5%. In 2022, GCC maintained a

level below 0.496%. By using cleaner fuels, the Company is not

required to install scrubber devices on its owned vessels.

Emissions from owned vessels 2022

2021

2020

emissions (tonnes) 7,915 5,891 3,570

emissions (tonnes) 12,812 11,266 7,109

Particulate matter (tonnes) 1,202 1,412 872

Emissions have increased due to a larger fleet and increased vessel utilisation.

Emissions increased significantly dues to increased activity after Covid restrictions

were lifted.

Energy efficiency

The Company is investing in fuel efficiency initiatives that

optimise speed, performance and energy use to reduce GHG

emissions:

• Low-speed efficient bulb design

• New efficient propeller design

• Anti-fouling reducing hull resistance

• Energy saving vessel operation

GCC plans to invest in shore power connections on all

deep-sea vessels by 2024. Depending on shore power

availability, the GHG reduction potential from this initiative is

between 2% and 5%. To optimise operations, the Company is

also investigating variable engine speed options for vessels

that have four stroke engines.

2022 2021

Total amount of energy consumed (GJ) 7,069,178 6,194,025

Percentage of energy consumed coming

from heavy fuel oil (vs. renewable) 99.77% 99.75%

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Appendix

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Case study

Individual vessel decarbonisation plans

In 2022, GCC established decarbonisation plans for each of its vessels

together with DNV. The plans are based on maintaining a CII C rating or

better throughout the lifetime of each vessel. Regulations are likely to

change before end-of life for several of the vessels and regular reviews of

each plan will be undertaken to assess current operation and any re-align-

ment required to meet updated specifications.

The Company will seek to implement several of the operational measures

detailed in each of the decarbonisation plans in collaboration with the vessel

charterers. A 6% GHG reduction due to operational measures is assumed for

all vessels. Such measures represent a cost-efficient solution for reducing

GHG emissions through material fuel savings and limited investments.

Additionally, a low friction silicon paint will be tested on the Viking Sea. The

Company will compare the vessel’s emissions to one of the sister ships with

a similar operational pattern to assess the efficacy of the paint. If positive

results are achieved, the paint will be applied to the remaining fleet as

appropriate.

20262025202420232022202120202019

CII A rating threshold B rating threshold

C rating threshold D rating threshold

Reference line

Reduction plan – CII

Carbon intensity (gCO

/capacity-mile)

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Appendix

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Year in brief

About GCC

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Ecological impacts

Operating to the highest environmental standards

GCC’s fleet of modern and fuel-efficient vessels are oper-

ated to the highest environmental standards in line with

the Company’s Environmental commitments, stated on our

website.

The Ballast Water Management Convention (BWMC) requires

that all ships from 2024 have an approved ballast water man-

agement treatment system, according to the so-called “D2

standard”. This is implemented to reduce the risk of spreading

invasive species through the discharge of ballast water.

At year-end 2022, installation was completed on 84% of the

GCC fleet. The three remaining vessels will have operational

systems installed in 2023 and 2024.

2022 2021 2020

Significant spills 0 0 0

Ballast water treatment system installation (% of vessels) 84% 38% 38%

Environmental incidents or fines 0 0 0

Onboard waste generated (metric tonnes) 766 904 Not reported

Responsible ship recycling

GCC follows the EU ship recycling regulation and the Hong

Kong convention for the safe and environmentally sound

recycling of ships. No vessels have been recycled the past

three years (2020-2022). The Company’s Ship Recycling policy

states the Company’s commitment to responsible recycling of

ships, thereby safeguarding the environment, human health

and safety. The same commitment applies to all the subsidi-

aries within the Group. The policy is available on our website.

When appropriate, GCC aims to sell its vessels to responsible

buyers that commit to green scrapping which meets all

relevant laws and regulations to support circular economy

practices in the shipping industry. The Company inspects the

yards it works with every five years and applies contractual

clauses that support responsible ship recycling.

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Social

Health and safety

The safety of our people is of utmost importance. The

Company is committed to seeking zero harm by maintaining

a safe environment and protecting people’s health and oper-

ates all vessels in accordance with the Health & Safety Policy.

GCC has established a set of clear health and safety princi-

ples to guide its operations:

• Commercial considerations will never come before the

safety considerations of personnel

• Ensure all our operations are undertaken with due regard to

safety requirements

• Personal incidents are unacceptable and should be always

prevented

• We consider regulatory requirements to be a minimum

standard.

2022

2021 2020

Lost Time Incident Rate (LTIR) 1.1 0 0

Marine casualties (no. of incidends) 0 0 0

Sickness absence % (GCC only) 1.9 na na

Injury and sickness rates increased from their artificially low levels after Covid 19

restriction were lifted

Developing human capital

The Company aims to be an employer of choice and commits

to developing the capabilities, skills and competencies of its

workforce. Providing employees with constructive training

programs supports human capital growth and retention.

From onboarding and induction, through to formal and

on-the-job training, GCC views the investments in training and

development as essential to creating a continuous learning

opportunity for employees.

Male Female

Onboard -

average hours of training per employee 7.8 8.1

Onshore -

average hours of training per employee 26.7 26.6

Male Female

Percentage of onshore employees receiving

regular performance and career development

reviews. 100% 100%

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Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

Governance

Financials

Appendix

SustainabilitySustainability | SocialSustainability | Social

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Case study

Support for Ukrainian Seafarers

Supporting our crews and their families in difficult times

Approximately 58% of the seafarers onboard the GCC fleet are Ukrainian

nationals. Following the Russian invasion of Ukraine in February 2022, the

Company established a hardship allowance to provide financial support

for these crew members and their families. Additional measures have been

put in place to support the mental health and wellbeing of employees and

crews affected by the war. As a result of the ongoing conflict, several of

the Company’s Ukrainian officers have moved and are now living in other

European countries with their families.

It is important for GCC to maintain the Ukrainian crew base and the compe-

tencies and capabilities they represent. The Company has made a long-term

commitment to the education of seafarers through the cooperation with the

Odessa Maritime Academy. For 2023, GCC has allocated a further USD 200,000

to support crew members choosing to relocate to outside of Ukraine.

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Year in brief

About GCC

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Financials

Appendix

Contents

Year in brief

About GCC

Sustainability

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Financials

Appendix

SustainabilitySustainability | SocialSustainability | Social

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Diversity and Inclusion

GCC seeks to create a diverse workforce and to enable inclusive participation of workers from all different backgrounds. The

Company believes that diversity contributes to learning, understanding and innovation. This is also recognised as one of the key

Human Capital principles applied by GCC.

Board 2022 2021 2020

Gender diversity 43% female 43% female 12.5% female

Age (under 30 | 30-50 | over 50) 0% | 29% | 71% 0% | 29% | 71% 0% | 57% | 43%

Onshore 2022 2021 2020

Gender diversity 31% female 33% female 33% female

Age (under 30 | 30-50 | over 50) 6% | 44% | 50% 0% | 47% | 53% 6% | 61% | 33%

Onboard 2022 2021 2020

Gender diversity 2% female 0.9% female 4.1% female

Age (under 30 | 30-50 | over 50) 27% | 56% |17% 32% | 51% | 17% 14% | 63% | 23%

Human Rights and Labour Rights

The Company’s Human Rights Policy guides the approach to

working with suppliers and how to establish labour conditions

aboard the vessels. GCC provides training to the employees

and actively monitor business areas for potential human

rights issues. The policy is available on our website.

The Company seeks to abide by the following principles:

• Support and respect the protection of internationally pro-

claimed human rights; and

• Make sure that we are not complicit in human rights abuses.

The Neptune Declaration

GCC is a Signatory to The Neptune Declaration, which pro-

tects workers’ rights and establishes best-practices for crew

changes throughout the ongoing global COVID-19 pandemic.

For more information on the management of Human Rights as

a material topic, please refer to the Company’s Transparency

Act Statement in the appendix of this report.

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Appendix

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Year in brief

About GCC

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Appendix

SustainabilitySustainability | SocialSustainability | Social

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ESG Governance

The Board of Directors governs the approach to ESG issues

in alignment with the Company’s Sustainability Policy, avail-

able on the Company’s website. The Company strives to be

unwavering in relation to ethical, environmental and social

standards, regardless of operating conditions. GCC adheres to

the Corporate Governance guidelines issued by the Norwegian

Corporate Governance Board (NUES).

Climate-risk management is integrated in the overall risk

management processes of GCC. The Company follows the

recommendations of the Task Force on Climate-Related

Financial Disclosures (TCFD) and has summarized these dis-

closures in this report. For a more comprehensive overview of

the climate risk governance, please refer to the TCFD state-

ment in the appendix.

ESG-linked compensation

Executive compensation is linked to ESG performance to

incentivise improved performance and achievement of the

Company’s strategic ESG ambitions. A portion of the execu-

tive at-risk bonus is directly linked to the achievement of ESG

targets, including the Company’s rating in the annual Position

Green ESG100 report based on an analysis of the 100 largest

companies on Oslo Børs. All members of executive manage-

ment are subject to this scheme.

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Appendix

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Year in brief

About GCC

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Appendix

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Code of conduct, ethics and anti-corruption

The Code of Conduct and Ethics Practices clearly sets

out the Company’s behavioural expectations. GCC has

zero tolerance for corruption in any form, as stated in the

Anti-Corruption Policy. The Code of Conduct and Anti-

Corruption Policy can be found on the Company’s website.

GCC provides regular anti-corruption awareness training to

the employees and seafarers and actively monitors for poten-

tial corruption incidents.

The Company operates an independent whistleblowing hotline

and manages all reports received in line with the Procedure for

Reporting Concerns (whistleblowing policy) and data protection

laws. All employees, including non-permanent/temporary staff,

and everyone employed or operating on board Group vessels,

are encouraged to report their concerns of any misconduct

related to business operations that should be prevented or

corrected. Information about reporting a concern and the

Whistleblowing Policy is available on the Company’s website.

In compliance with the Norwegian Penalty Act and the OECD

Anti-Bribery Convention, GCC monitors governance risks within

own business operations and within that of business partners.

These include corruption, bribery, money laundering and anti-

trust behaviour.

Supplier code of conduct

All suppliers are required to adhere to the same

environmental, social and ethical standards as GCC’s own

employees. These standards are set out in our Supplier Code

of Conduct and include clauses related to safety and the

environment, anti-corruption, economic sanctions, regulations

and human rights. The Company actively screens its suppliers

based on these standards and, in cases of non-conformance,

suppliers are actively followed up in order to comply with our

Supplier code of Conduct.

GCC is an active member of the Marine Anti-Corruption

Network (MACN) – the leading anti-corruption initiative in the

Maritime Industry.

There were no reported breaches of the Code of Conduct in

2022 and no reported corruption or bribery incidents.

2022 2021

Port calls in countries with 20 lowest

rankings in Corruption Perception Index 101 161

Facilitation payments made 0 0

Inspections 95 34

Deficiencies 44 17

Detentions 2 0

Supplier screenings 164 N/A

Data privacy and cyber security

GCC is committed to protecting privacy and maintaining

data security. All employee, customer and company data

are held in line with the Company’s Data privacy and security

Policy. GCC complies with the EU’s General Data Protection

Regulation (GDPR) and the IMO Resolution on Maritime Cyber

Risk Management.

There were zero reported data privacy or security breaches in

2022 and 2021.

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Appendix

Contents

Year in brief

About GCC

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Appendix

SustainabilitySustainability | GovernanceSustainability | Governance

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Governance

Gram Car Carriers Annual report 2022

Contents

Year in brief

About GCC

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GovernanceGovernance

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Board of Directors’ report

Gram Car Carriers ASA (“the Company” or “GCC”, together with its subsidiaries the “Group”) is a

Norwegian public limited company incorporated on 3 August 2021. The principal business activity is to

invest in and operate ships used in the global seaborne transport of automobiles and other vehicles. The

Company’s headquarter is in Oslo, Norway, with a branch office in Singapore. The Company’s shares

are listed on Euronext Oslo Børs under the ticker symbol “GCC”.

During 2022, the company made good progress executing

its strategy by delivering stable and efficient operations and

rechartering the fleet on contracts with long durations at

historically high dayrates, as well as distributing successively

increasing quarterly dividends to its shareholders. In January,

the Company’s shares were admitted to trading on Euronext

Growth in Oslo, and in December, the company transferred to

the Oslo Børs main market to access a wider pool of investors.

The Group is the third-largest car carrier tonnage provider

in the world in terms of fleet size and focuses on providing

modern, reliable and efficient Pure Car Truck Carriers (PCTCs)

across various sizes to suit all aspects of the seaborne car

transportation trade. The fleet comprises vessels in the

Distribution, Mid-Size and Panamax classes which are chartered

out on time charter contracts to major global operators and

regional major operators of seaborne vehicle transportation.

Gram Car Carriers is the operator and commercial manager of

19 owned vessels. The Group is also the commercial manager

of one existing vessel and four newbuildings scheduled for

delivery in 2025/2026 on behalf of third-party owners. The

Group has entered into ship management contracts with OSM

and Reederei F. Laeisz GmbH for vessel crewing and technical

management.

GCC is committed to a sustainable operations and has been

an early adopter of sustainable biofuel and is considering

carbon capture and hull modifications to further reduce emis-

sions and improve the carbon footprint of the fleet.

Distribution

Mid-size

Panamax

5,000

10,000

15,000

20,000

25,000

30,000

Q4 22Q3 22Q2 22Q1 22Q4 21Q3 21Q2 21Q1 21

TC rates USD/day

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GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report

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Key operational figures

2022

(2021) Distribution Mid-size Panamax Fleet total

Average

TC rate (USD)

12,560

(10,470)

22,390

(12,790)

19,650

(16,090)

18,960

(13,030)

Utilisation

99%

(100%)

96%

(94%)

95%

(100%)

97%

(97%)

Planned/

unplanned

off-hire days

-/22 days 70/51 days 54/19 days 124/92 days

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Review of operations

During 2022, the Group maintained satisfactory operational

performance with an average fleet utilisation of 97% (2021: 96%).

The fleet had a total of 124 planned off-hire days in relation to

scheduled maintenance and dockings as well as 92 days of

unplanned off-hire related to repairs and other factors. The

unplanned off-hire was to a large extent covered by off-hire

insurance, which limited the impact on the Group’s financial per-

formance. A total of six vessels were subject to planned periodic

special surveys during the year, one of which extended into 2023.

The average fleet time charter equivalent earnings (TCE)

were USD 18,960 per day in 2022, an increase from USD 13,030

in 2021. The higher TCE was a function of higher dayrates for

all vessel types. The Panamax vessels earned an average of

USD 19,650 per day (USD 16,090), the Mid-size vessels earned

USD 22,390 (USD 12,790) and the Distribution vessels averaged

USD 12,560 (USD 10,470). Average daily earnings from the fleet

are expected to increase further in 2023 as vessels start on new

contracts at higher dayrates. In 2022, the daily vessel operation

costs averaged USD 6,320 (USD 5,670) for the full fleet.

The Company estimates an average cash flow breakeven

rate of USD 17,270 per day per vessel going into 2023. The

average cash flow breakeven increased during 2022 due to

higher interest rates and vessel operating expenses which

were impacted by general cost inflation and the war in Ukraine.

For 2023, vessel operating expenses are expected at around

USD 6,000 per day for the Distribution vessels and USD 7,000 for

the Mid-size and Panamax vessels before overhead and docking

costs. The average daily cash breakeven rates are the daily

TCE rates the GCC fleet must earn to cover operating expenses

including principal payments and interest on loans, lease pay-

ments and general and administrative expenses.

Contract overview

The Group’s revenue backlog amounted to USD 856 million at

31 December 2022, an increase from USD 150 million around

the time of listing on Euronext Growth in late January 2022. This

includes the backlog from vessels acquired during the year. In

2022, a total of 15 new fixtures were announced, and all owned

and leased vessels were on contract at year end with an

average contract duration of 3.3 years per vessel.

Other operational factors

The Russian invasion of Ukraine on 24 February 2022 led to

a substantial increase in the average time spent onboard

for most of the Ukrainian crew on the Group’s vessels. This

affected scheduling of planned crew changes and the timing

of related costs. Over the year as whole, the impact was

however limited. To support the Ukrainian crew, GCC and its

crewing partners have supported the relocation of families of

the crew members. In addition, GCC in late 2022 introduced

additional financial support through a special “hardship allow-

ance” for the Ukrainian crew members.

The Covid-19 pandemic had limited impact on GCC’s

operations in 2022, except for some delays related to quar-

antine formalities prior to entry into Chinese dockyards. The

health and safety of its personnel is the main priority. As at

31 December 2022, 100% of seafarers and onshore personnel

had received their second dose of vaccine. All new on-signers

are required to be vaccinated. GCC continues to monitor the

Covid-19 situation and the pandemic’s potential to affect

marine operations and business activities.

Corporate and financing

On 31 January 2022, Gram Car Carriers ASA was admitted to

trading on Euronext Growth Oslo following the completion of

asset transactions with the former Singapore corporate struc-

ture and F. Laeisz, and the private placement of new shares

raising the equivalent of USD 121 million in gross proceeds.

At the same time, GCC refinanced most of its corporate debt

with a new five-year USD 222 million senior secured credit

facility and an eight-year USD 70 million lease. Existing share-

holders contributed equity in kind on identical terms as new

investors in the private placement, which also included a

share-based payment for two vessels acquired from F. Laeisz,

Viking Passama and Viking Passero, both built in 2012 and with

5,000 CEU capacity. The private placement was supported

by five cornerstone investors including international industry

names, with significant oversubscription for the remaining

shares on offer.

On 15 December, GCC transferred from Euronext Growth to the

Oslo Børs main market. The transfer from a multilateral trading

facility to a regulated exchange is expected to widen the

Company’s investor base. The transfer was also in line with the

ambitions communicated when GCC was admitted to trading

on Euronext Growth. As at 31 December 2022, GCC had 51% free

float and approximately 1,050 shareholders registered in the

Norwegian Central Securities Depository (VPS).

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Year in brief

About GCC

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Appendix

GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report

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In April, GCC was the commercial adviser during the formation

of Global Auto Carriers AS (GAC), a company created for the

purpose of ordering four newbuild 7,000 CEU dual fuel PCTCs,

with options for an additional two vessels. GAC is owned by

established international industrial and financial investors

with deep shipping knowledge which are also shareholders of

GCC. GCC received warrants enabling an ownership stake in

GAC of up to 7.5%, and a 1% commission of the gross contract

price for the vessels which will be used to exercise warrants.

GCC serves as the commercial manager for the GAC fleet.

The creation of GAC provides additional revenue streams for

the Group and the potential for a future equity stake without

capital expenditures in line with the strategy of being a vessel

owner with long-term contracts.

In November, GCC acquired the Pure Car Truck Carrier Paglia

built in 2010 with 5,000 CEU capacity from F. Laeisz for a total

consideration of USD 49 million, of which USD 39.2 million

was settled in cash and USD 9.8 million settled by issuance

of 563,218 new GCC shares. The transaction was considered

accretive to earnings per share and is expected to facilitate

increased dividend distributions. The vessel is on a time

charter contract until May 2028 at USD 33,300 per day.

Also, during 2022, the Group refinanced the leases for the

PCTC vessels Viking Drive and Viking Destiny.

Market

The demand for PCTC vessels follows global auto sales which

have historically correlated with economic activity and global

GDP growth. The global car shipping market developed

favourably in line with expectations during 2022 with con-

tinued undersupply of vessels, despite downward revisions

of forecasts for global economic growth and auto sales in

the period due to lingering effects of the Covid-19 pandemic,

supply chain disruptions, the war in Ukraine as well as rising

interest rates and inflation.

The strong market fundamentals reflect multiple years of

underinvestment in new vessels and capacity combined with

increased activity in the post-pandemic recovery and sig-

nificant growth in Chinese auto exports with longer average

transport distances. Additionally, rising raw material prices led

to increased demand for so-called high and heavy machinery

to the mining, agriculture and construction sectors which are

often transported by sea. This was reflected in high chartering

activity by the operators seeking to fulfil their obligations to

the auto manufacturers, which led to historically high charter

rates combined with long durations for the tonnage providers.

The Group sees a positive market outlook for 2023. The IMF’s

economic outlook from January 2023 forecasts global GDP

growth of 2.9% in 2023 following 3.4% growth in 2022. The

most recent forecast for global light vehicles sales by LMC

Automotive predicts 85.7 million units sold in 2023, an increase

of 4.7% compared to 2022. The global fleet controlled by PCTC

tonnage providers was unchanged at 180 vessels at year

end. Currently there are an estimated 28 vessels controlled

by tonnage providers open for contract renewal in 2023. This

compares to 65 vessels fixed during the entire year in 2022.

Following several years of negative fleet growth in the PCTC

market, orders for new car carriers have increased in response

to the strong market fundamentals. The global car carrier fleet

amounted to 757 vessels on 31 December 2022, according to

Clarksons. The current orderbook stands at 132 vessels, which

is equal to 24% of existing capacity. This is above the historical

average of 17%. However, the majority of the current orderbook

will only start to materially impact supply from 2025 onwards.

Additionally, 147 of the vessels within the current fleet are older

than 20 years. Considering the projected growth in cargo

volumes and the medium-term fleet development it is fore-

casted that the capacity increase will be insufficient to meet

the estimated demand at least through the year 2025.

In 2022, the Group successfully captured the strong market

by rechartering most of the fleet at higher dayrates and

multi-year durations. At year end, open capacity was at 10%,

31% and 34% of available days for the years 2023, 2024 and

2025 with further new contracts to be signed in early 2023. The

forward contract coverage provides good visibility on future

earnings and dividend capacity. Please see the market over-

view section of the annual report for more details.

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Year in brief

About GCC

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Appendix

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People, organisation and working environment

As at 31 December 2022, the Group employed 16 people, 11

men and five women. Of the employees, 12 worked out of

the Oslo headquarters and four out of the Singapore branch

office. At year end, the Board comprised of three women and

four men, with an additional male alternate Board member.

Management consisted of four men.

The onshore working environment is considered to be good

and sick leave was 5.4% in 2022. There was no leave of

absence, incidents or reporting of work-related accidents

leading to material damage or personal injury during the year.

Offshore personnel on the Group’s vessels are employed by

the service providers, but the Group places great emphasis on

health and safety onboard its vessels.

The Group seeks to promote a workplace where diversity is

valued and where all employees can develop their individual

skills and talents. The Group does not tolerate any form of

discrimination, harassment or bullying based on (dis)ability,

ethnicity, religion, parenthood, age, union affiliation, political

opinion, sexual orientation, gender, gender identity and/or any

other characteristic protected by applicable law. The organ-

isation is in constant development and the diverse workforce

forms the basis of the Group’s success. By constantly securing

safe and wholesome working conditions and a positive work

environment for its employees, the Company aims to preserve

and build on healthy, motivated employees and a strong

internal culture.

Please see the separate ESG

section of the annual report for

more information related to employees, diversity, health and

safety.

Consolidated financial statements

The consolidated financial statements for the Group are pre-

sented as a continuation of Gram Car Carriers Holdings Pte.

Ltd. and its subsidiaries (Old Group).

Declaration regarding the financial statements

The Board of Directors believes that the financial statements

provide a true and fair view of the Group’s result for 2022 and

the financial position at year end.

Income statement

2022 operating revenue of USD 121 million reflected improved

average time charter rates and utilisation across all segments

compared to the prior year’s operating revenue of USD 78

million. Vessel operating expenses amounted to USD 41.4

million (USD 34.5 million) and reflected a larger fleet and

general cost inflation. Administrative expenses were USD 9

million (USD 8.2 million) and included non-cash expenses

of USD 0.9 million (USD 0.4 million) relating to long-term

employee incentive programmes and USD 0.4 million in

non-recurring expenses relating to the transfer from Euronext

Growth to the Oslo Børs main market.

Operating profit before depreciation (EBITDA) was USD 70.6

million, an increase from USD 35.4 million in 2021. Depreciation

amounted to USD 27.5 million (USD 24.8 million). The increase

compared to 2021 was due to the vessels acquired in 2022.

Operating profit (EBIT) amounted to USD 43.1 million (USD 10.6

million). Net financial expenses of USD 19.2 million (USD 18.1

million) reflecting mainly interest expense on vessel loans

and leases. The increase in financial expense is mainly due to

increased interest rates.

Net income for the year amounted to USD 23.9 million com-

pared with a net loss of USD 7.5 million in 2021. This equalled

basic earnings per share of USD 0.83 per share (negative

USD 0.03).

Financial position

As at 31 December 2022, the Group had a cash position of

USD 30.3 million (USD 16 million) and in addition USD 15 million

in available undrawn credit lines. Vessels and other tangible

assets amounted to USD 568.2 million, with the increase

from the previous period related to vessels acquired during

the year. Interest-bearing debt, including lease liabilities,

amounted to USD 339.5 million (USD 374.1 million). Total assets

and book equity were USD 609.7 million (USD 494.7 million) and

USD 243.4 million (USD 79.2 million), respectively. The increase

in equity reflects the January private placement of new shares

and net profit for the period less dividends paid. The book

equity ratio was 40% (16%) as of 31 December 2022.

Cash flow

Cash flow from operating activities was USD 79.6 million

(USD 38.3 million). The difference from EBITDA in the quarter

was due to a net increase in working capital and deferred

income. Cash used in investing activities of USD 63.4

million reflected mainly the acquisition of Viking Paglia and

Environmental, Social and Governance

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expenditure relating to drydocking. Cash flow from financing

activities was negative USD 1.9 million (negative USD 69.6

million) reflected the net impact of proceeds from the share

issue, debt and lease refinancing activities, the Viking Paglia

financing, interest payments and scheduled instalments

under the Group’s debt facilities and leases and dividend paid

during the year. Net change in cash and cash equivalents was

a positive USD 14.3 million in 2022 (USD 4.4 million).

Dividend

For 2022, GCC has distributed a total of USD 0.408 per share

in dividends over four consecutive quarters equal to 50%

of net profit in line with the Company’s dividend policy. The

payments increased sequentially each quarter in line with

increased earnings, reflecting the renewal of the contract

portfolio in a historically strong car shipping market and in line

with strategy. The distributions were made as a repayment

of the Company’s paid-in capital and were approved by

extraordinary general meetings of the Company. Distributions

during 2022 was paid in NOK and amounted to a total of

NOK 70 million.

Parent company financial statements

Gram Car Carriers ASA reported a net loss of USD 8.7 million

for 2022. As at 31 December 2022, total assets amounted to

USD 194.4 million (USD 2.1 million) and equity was USD 161.8

million (USD 0.5 million).

Allocation of loss for the parent company

The loss for the year of the parent company, Gram Car

Carriers ASA, of USD 8,676,000 has been allocated in its entirety

to accumulated losses.

Going concern

Pursuant to Section 3-3a of the Accounting Act, the Board

confirms that the prerequisites for continued operations as

a going concern have been met. This assumption is based

on the financial position of the Group, forecasted results and

cash flows for 2023 and the Group’s long-term strategic fore-

cast for the coming years.

Corporate governance

The Board of Directors has made a firm commitment to

ensure trust in the Company and to enhance shareholder

value through effective decision-making and procedures

for good communication between management, the Board

and the Company’s shareholders. GCC aims to comply with

the Code of Practice for Corporate Governance published

by the Norwegian Corporate Governance Board (NUES) on

14 October 2021. The Company has adopted a corporate gov-

ernance policy with the aim of decreasing the business risk,

maximising value and utilising the Company’s resources in an

efficient, sustainable manner, to the benefit of shareholders,

employees, the environment and the society. A separate

section of this annual report provides further details on the

Group’s adherence to the corporate governance principles

with certain deviations.

Corporate social responsibility

The Group is committed to sustainable operations and has

due focus on environmental, social and governance (ESG)

performance, including formalising how the Group measures,

manages and reports on material ESG topics. The Group seeks

to provide a safe and diverse working environment and has a

long-term goal of reducing total greenhouse gas emissions

by at least 50% in 2050. The Group has been an early adopter

of sustainable biofuel and is considering carbon capture and

hull modifications to further reduce emissions and improve

the carbon footprint of the fleet. A separate section of this

annual report provides further details on the Group’s ESG

focus and performance. Please also see the Transparency

Act Statment included in the appendix and avaible on the

company web page.

Directors’ and officers’ liability insurance

Members of the Board of Directors, the CEO and the manage-

ment team are covered by insurance policies (D&O) against

potential liability towards the Company and third parties.

Risk factors

The Board of Directors aims to ensure that the Group has

sound systems for internal control and risk management that

are appropriate in relation to the business objectives and

activities. The management and the Board proactively seek to

monitor and quantify risk and take the appropriate measures

to limit exposure through use of insurance, sound planning

and other relevant measures.

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GCC is exposed to various industry, operational, financial,

regulatory and legal risks. A summary of the risk categories

is outlined below. Descriptions are not exhaustive, and the

sequence does not imply any ranking of importance or pri-

ority. Please see the prospectus related to the listing of the

Company’s shares on the main list of the Oslo Stock Exchange

dated 30 November for more detailed information.

Operational and industry risks

Operational and industry risks include vessel and technology

risks related to the general technical condition of the assets

and their operation associated with ageing, changes in

technology and environmental requirements and changes to

customer preferences, which may result in substantial capital

expenditures. The Group’s vessels are required to meet certain

criteria for hull and machinery to be certified as “in class” by

relevant classification societies. The Group has outsourced

technical management for the fleet to OSM Ship Management

Pte. Ltd. and Reederei F. Laeisz GmbH. The Group cooperates

closely with the technical managers to ensure that the vessels

are well maintained and comply with relevant regulations and

class certifications.

The shipping industry has historically been cyclical with vola-

tility in profitability and asset values, primarily due to changes

in the level and pattern of global economic growth, compe-

tition and changes in the supply of and demand for vessel

capacity. The Group’s performance and growth depends on

the demand for deep-sea transportation of vehicles, high and

heavy machinery, agriculture and mining equipment, as well

as delivery of new vessels and recycling of old vessels, con-

verted to other uses or lost.

The vessels carry pollutants, exposing the Group to risks relating

to potential liability for breaches of environmental regulations

should its vessels be involved in discharge of pollutants or oth-

erwise be involved in environmental spills or accidents.

The Group has a few, major customers, and is dependent on

maintaining existing relationships as well as attracting new

customers with acceptable credit risk profiles to maintain and

improve performance

From time to time, the vessels may operate in areas with

higher political, governmental, and economic instability,

exposing the Group to risks associated with such instabilities,

including lost revenue for a vessel that is unlawfully detained,

detained on unjustified grounds or where facilitation pay-

ments are demanded for such detainment, as a vessel would

commercially be considered off-hire pursuant to its time

charter contract in such an event.

Legal and financial risks

The Group is subject to the laws and legislations in the juris-

dictions in which the Group and the vessels operate. Changes

in the legislative framework for areas such as tax regulations,

technical requirements, laws and policies affecting trade and

investment, data privacy and/or environmental regulations

may have a negative impact on the business

The recent developments in Europe, with sanctions imposed

on Russian and Belarus’ interests by the EU, the US and others,

may continue to impact global trade, global markets, fuel and

crude oil prices and congestions in ports. This may in turn neg-

atively impact demand for vehicles and the supply chains for

high and heavy machinery, agriculture and mining equipment,

affecting the demand for the Group’s services. The Group has

implemented procedures to ensure its compliance with the

sanctions. While the war in Ukraine has affected the Group’s

operations, the direct financial impact has been limited. GCC

monitors the situation closely but cannot rule out potential

future impacts from the war in Ukraine.

The Group is exposed to credit risks and contractual default by

its counterparties. The customer base consists of relatively few

companies, with varying credit risk profiles. The Group may also

experience loss or liabilities tied to its operations and assets for

which the Group is not adequately insured.

As of 31 December 2022, all of the Group’s material financing

arrangements are subject to floating interest rates. Any

changes in the interest rates have a direct impact on the

Group’s financial performance. Interest rate levels affect the

daily time charter break even and may also indirectly affect the

value of the Group’s assets.

The Group is subject to covenants under financial arrange-

ments. The breach of such covenants could have a material

adverse effect on the Group’s operations. As of 31 December

2022, the Group complied with all financial covenants.

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Events after the balance sheet date

On 8 February 2023, the Board of Directors proposed an

additional distribution to shareholders amounting to USD 4.96

million. The distribution was approved by the extraordinary

general meeting on 2 March 2023.

On 23 February 2023, GCC signed three-year time charter

contracts for the Distribution vessels City of Oslo (2,000 CEU)

and Viking Odessa (2,000 CEU) with a leading European

operator at a dayrate of USD 27,750 per day for each vessel.

The contracts, which start in the second quarter of 2023, add

approximately USD 61 million of future revenue to the contract

backlog. After signing, GCC had 3%, 20% and 24% of total avail-

able revenue days open for 2023, 2024 and 2025, respectively.

Outlook

As the world’s third-largest tonnage provider within the PCTC

segment, GCC is well positioned, capturing a historically

strong market with long-term favourable supply demand

dynamics. This is reflected in new charter agreements with

dayrates setting new industry records combined with longer

durations and a record revenue backlog.

Following the most recent contract awards, the Company

has secured a significant share of its revenue days through

2025 providing good long-term visibility on future earnings

and cash generation. The Group has additional vessels

coming up for contract renewals in the coming months at

expected high dayrates to support future earnings growth and

shareholder returns through attractive dividends.

Oslo, 20 April 2023

Board of Directors and Chief Executive Officer, Gram Car Carriers ASA

Ivar Myklebust

Chair

Nikolaus H. Schües

Vice Chair

Alasdair James Dougal Locke

Nicolaus Bunnemann Clivia Breuel Christine Rødsæther

Nils Kristoffer Gram Georg A. Whist

Chief Executive Officer

Ivar Hansson Myklebust Hans Nikolaus Schűes Alasdair James Dougall Locke

Chair Deputy Chair

Nils Kristoffer Gram Gaby Bornheim Clivia Catharina Breuel

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Corporate governance report

The Board of Directors (the “Board”) of Gram Car Carriers ASA (the “Company” and together with

its subsidiaries, the “Group”) has made a firm commitment to ensure trust in the company and to

enhance shareholder value through effective decision-making and improved communication between

management, the Board and the Company’s shareholders. The purpose of the Company’s policy for

corporate governance is to decrease business risk, maximise value and utilise the Company’s resources

in an efficient, sustainable manner, to the benefit of shareholders, employees, the environment and the

society as a whole.

1. Corporate Governance in Gram Car Carriers ASA

Corporate governance framework and reporting

The Board of Directors actively ensures that the Company

adheres to good corporate governance standards and

seeks to comply with the Norwegian Code of Practice for

Corporate Governance (the “Corporate Governance Code”).

The Corporate Governance Code, last revised on 14 October

2021, is available at the Norwegian Corporate Governance

Committee’s web site - www.nues.no. Application of the

Corporate Governance Code is based on the “comply or

explain” principle, which stipulates that any deviations from

the Code, should be explained. The main purpose of the

Corporate Governance Code is to clarify the respective roles

of shareholders, the Board and the management and ensure

effective management and control over activities with the aim

of securing the greatest possible value creation over time in

the best interest of companies, shareholders, employees and

other stakeholders concerned.

The Board of Directors adopted the Company’s corporate

governance policy on 3 November 2022, including revised

rules of procedure for the Board, instructions for the audit

committee, instructions for the remuneration committee,

and manuals for the handling of inside information and other

disclosure obligations applicable to companies with shares

listed on the Oslo Stock Exchange.

In accordance with reporting requirements for stock exchange

listed companies, the Board of Directors prepares this report

on the Company’s corporate governance practices and

how Gram Car Carriers has complied with the Corporate

Governance Code in the preceding year. This report is

included in the annual report.

Deviations to the Code

In its own assessment, the Company as at 31 December 2022

deviated from the Corporate Governance Code on the fol-

lowing points:

• Section 6 – General meetings: The general meeting is

chaired by the chair of the Board or a person appointed

by the chair in accordance with an authority granted by

the Board. This simplifies the preparations for the general

meetings. In the Company’s experience, its procedures

for the chairmanship and execution of general meetings

have proven satisfactory. Furthermore, representatives of

the Board will attend the Company’s general meetings.

However, the Company will not normally have the entire

Board attend general meetings, unless this is considered

necessary in light of the matters to be dealt with.

• Section 7 – Nomination committee: A shareholder which

owns more than 20% of the issued shares of the Company

has a right to appoint one member of the Company’s nomi-

nation committee

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• Section 14 – Takeovers: The Board has not established

guiding principles on how to act in the event of a take-

over bid, as such situations are normally characterised

by concrete and one-off situations which makes relevant

guidelines challenging to prepare.

The following sections discuss the Company’s corporate

governance in relation to each section of the Corporate

Governance Code.

2. Business

The company’s business is defined in the company’s articles

of association section 3):

“The company’s objective is to operate shipping, to invest in ship

owning companies and other business compatible therewith.”

The Board has defined objectives, strategies and risk profiles

for the Group’s business activities, including that the Company

creates value for its shareholders in a sustainable manner. The

Company’s objectives, strategies and risk profiles are evalu-

ated annually. Furthermore, it is the Board’s responsibility from

time to time to identify and assess which aspects of sustain-

ability are relevant to the Group’s business. The Board should

establish guidelines for how it integrates considerations

related to its stakeholders into its value creation.

The Company’s objectives and principal strategies are further

described in the Company’s annual reports and on the

Company’s website https://www.gramcar.com/.

3. Equity and dividends

Equity

On 31 December 2022, the company’s consolidated equity was

USD 243 million, which is equivalent to 40% of total assets. The

Board of Directors considered the capital structure at year

end to be satisfactory in relation to the company’s objectives,

strategy and risk profile.

Dividend policy

The Company’s dividend policy is to pay at least 50% of the

Group’s net profit in dividends on a quarterly basis. Proposals to

declare dividends are subject to applicable laws and shall take

into account factors such as the Company’s financial conditions,

revenues, net profits, capital requirements, general business con-

ditions and other factors that may be deemed relevant.

Dividends on the Company’s shares shall, unless otherwise

communicated, be declared in USD and settled in NOK.

For 2022, the Company distributed dividends in four instalments

based on the quarterly financial results in line with policy. Each

distribution, which constituted a repayment of the Company’s

paid-in capital, was approved by an extraordinary general

meeting (EGM). The distributions totalled USD 0.408 per share

with the final payment executed in March 2023.

Share capital increases and issuance of shares

At the annual general meeting (AGM) on 12 May 2022, the fol-

lowing authorisations were granted to the Board of Directors:

• An authorisation to increase the share capital, in one or more

rounds, by up to NOK 16,743,191 in connection with completion

of larger investments and acquisitions of vessels or com-

panies as part of the Company’s strategy, to finance future

growth of the Company’s business, or to strengthen the

Company’s capital. The authorisation is valid until the annual

general meeting in 2023, however in any event no later than

until 30 June 2023. As at 31 December 2022, the Company

had issued new shares equal to NOK 1,641,612 of share capital

using the authorisation.

• An authorisation to increase the share capital, in one or

more rounds, by up to NOK 4,185,797 in connection with the

Company’s share option programme and other incen-

tive schemes. The authorisation is valid until the annual

general meeting in 2024, however in any event no later

than until 12 May 2024. The authorisation was not used as at

31 December 2022.

• An authorisation to acquire the Company’s own shares,

on one or more occasions, with a total par value of up to

NOK 4,185,797. Shares acquired pursuant to this authorisation

shall either be subsequently cancelled by way of a share

capital decrease, used in connection with investment within

the Company’s business area or as settlement in potential

acquisitions. The purchase price per share shall not be less

than NOK 5 and not more than NOK 500. The authorisation is

valid until the Company’s annual general meeting in 2023,

however in any event no later than until 30 June 2023. The

authorisation comprises agreed pledge on the Company’s

own shares. The authorisation was not used per 31 December

2022.

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• An authorisation to acquire the Company’s own shares,

on one or more occasions, with a total par value of up to

NOK 4,185,797. Shares acquired pursuant to this authorisation

shall be used in connection with the Company’s share option

programme and other incentive schemes in the Company.

The purchase price per share shall not be less than NOK 5

and not more than NOK 500. The authorisation is valid until

the Company’s annual general meeting in 2023, however in

any event no later than until 30 June 2023. The authorisation

comprises agreed pledge on the Company’s own shares. The

authorisation was not used as at 31 December 2022.

There was a separate vote on each of the four authorisations.

For supplementary information, see notice and minutes of the

AGM available from www.newsweb.no or the company’s website.

4. Equal treatment of shareholders

The Company has one class of shares. Each share in the

Company carries one vote, and all shares carry equal rights,

including the right to participate in general meetings. All

shareholders shall be treated on an equal basis, unless there

is just cause for treating them differently in the best common

interest of the Company and its shareholders.

Pre-emption rights to subscribe

According to the Companies Act, the Company’s shareholders

have pre-emptive rights in share offerings against cash con-

tribution. Such pre-emptive rights may, however, be set aside,

either by the general meeting or by the Board if the general

meeting has granted a Board authorisation which allows such

deviation. Any resolution to set aside pre-emptive rights must

be justifiable when taking into account the common interests

of the Company and the shareholders, and such justification

will be publicly accounted for through a stock exchange

notice by the Company.

Trading in own shares

In the event of a future share buy-back programme, the Board

will aim to ensure that all transactions pursuant to such pro-

gramme will be carried out either through the trading system at

the Oslo Stock Exchange or at prevailing prices at the Oslo Stock

Exchange and in accordance with the Market Abuse Regulation. In

the event of such programme, the Board will take the Company’s

and shareholders’ interests into consideration and aim to main-

tain transparency and equal treatment of all shareholders. If

there is limited liquidity in the Company’s shares, the Company

shall consider other ways to ensure equal treatment of all share-

holders. The Company did not buy back own shares in 2022.

5. Freely negotiable shares

The shares of the Company are freely transferable. There are

no restrictions on transferability of shares pursuant to the

Articles of Association.

6. General meetings

The Board shall ensure that as many of the Company’s share-

holders as possible are able to exercise their voting rights

at the Company’s general meetings, and that the general

meeting is an effective forum for shareholders and the Board.

Extraordinary general meetings (EGM) can be called by the

Board of Directors if deemed necessary or be requested by

the company’s auditor or shareholders representing at least

5% of the company’s share capital.

Notification

The Board of Directors ensures that the resolutions and

supporting information distributed are sufficiently detailed,

comprehensive and specific to allow shareholders to form

a view on all matters to be considered at the meeting. The

deadline for shareholders to give attendance notice is set as

close to the date of the meeting as possible.

Participation and execution

Representatives of the Board will attend the Company’s

general meetings. However, the Company will not normally

have the entire Board attend general meetings, unless this is

considered necessary in light of the matters to be dealt with.

This represents a deviation from the Corporate Governance

Code which recommends that arrangements shall be made

to ensure attendance by all Board members. The auditor

attends the AGM and any EGM to the extent required by the

agenda items or other relevant circumstances.

The Board and the chair of the general meeting ensure that

the shareholders are able to vote separately on each candi-

date nominated for election to the Board and other corporate

bodies (if applicable).

The general meeting is chaired by the chair of the Board

or a person appointed by the chair in accordance with an

authority granted by the Board. This simplifies the prepara-

tions for the general meetings. In the Company’s experience,

its procedures for the chairmanship and execution of general

meetings have proven satisfactory. However, this represents a

deviation from the Corporate Governance Code which states

that the Board should seek to ensure that an independent

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chair is appointed, if considered necessary based on the

agenda items or other relevant circumstances.

The right to participate and vote at the general meeting

may only be exercised by shareholders whose shareholdings

are entered in the Norwegian Central Securities Depository

(the “VPS”), on the fifth day prior to the general meeting, as

stipulated by the Articles of Association in accordance with

statutory law. Instead of participating at the general meeting,

shareholders may vote in advance or grant a proxy, with or

without voting instructions as further described in this notice.

On 17 January 2022, Gram Car Carriers held an EGM to

approve the reverse share split and share capital increases

in connection with the private placement. Further the EGM

approved election of Nikolaus H. Schües, Dr. Gaby Bornheim

and Clivia Breuel as new members of the Company’s board,

with Nicolaus Bunnemann as alternate Board member. The

EGM had 100% of the share capital represented.

On 12 May 2022, Gram Car Carriers held its AGM digitally, with

70.6% of the share capital represented.

On 26 August 2022, Gram Car Carriers held an EGM to approve

the distribution of a cash dividend for the second quarter of

2022, with 54.21% of the share capital represented.

On 8 November 2022, Gram Car Carriers held an EGM to

approve the distribution of a cash dividend for the third

quarter of 2022, with 16.19% of the share capital represented.

7. Nomination committee

The nomination committee is governed by the articles of

association section 8. The nomination committee gives its

recommendation to the general meeting on election of and

compensation to members of the Board of Directors, in addi-

tion to election of members of the nomination committee. On

31 December 2022 the committee comprised three members:

Erik A Lind (chair), Hannes Thiede and Olav Kristian Falnes. All

are appointed to appointed until the AGM in 2024.

Two committee members were appointed by the general

meeting, and one by F. Laeisz in accordance with the Articles

of Association which states that a shareholder which owns

more than 20% of the issued shares of the Company has a

right to appoint one member of the committee. This devi-

ates from the Corporate Governance Code that the general

meeting should elect members to the Board and nomination

committee on an individual basis. The deviation was consid-

ered necessary by the Board of Directors, as it was a condition

for completion of the acquisition of two vessels from F. Laeisz

in 2022. The transaction was considered to be in the common

interest of the Company and its shareholders through the

expansion of the fleet and thereby enhanced cash flow.

The composition of the nomination committee is considered

suitable to attend to the interests of the Company and its

shareholders in carrying out its responsibilities. The general

meeting stipulates the guidelines for the duties of the com-

mittee and determines the committees’ remuneration. The

current instructions were adopted on 17 January 2022 and

approved by the AGM.

8. Board of Directors: composition and independence

Pursuant to the Articles of Association, the Board shall consist

of between three and seven members. On 31 December 2022,

the Board of Directors consisted of seven members plus an

alternate member (see table below). The chairperson of the

Board was elected by the general meeting.

The Board’s composition ensures that it can attend to the

common interests of all shareholders in the Company and

meet the Company’s need for expertise, capacity and diver-

sity. Attention is paid to ensure that the Board can function

effectively as a collegiate body.

The composition of the Board ensures that it can operate

independently of any particular interests. The majority of the

shareholder-elected Board members are independent of the

management and material business contacts. At least two

of the shareholder-elected Board members are independent

of the Company’s main shareholder(s). The Board does not

comprise members from the management.

The board members are elected for a term of up to two years

at a time and may be re-elected. At the AGM on 12 May 2022,

Alasdair Locke, Dr. Gaby Bornheim and Christine Rødsæther

were re-elected as Board members for the period until the

AGM in 2023. The remaining members were re-elected for the

period until the AGM in 2024. Following the 31 January listing

on Euronext Growth, the Board held 11 meetings in 2022. These

were a combination of physical and Teams meetings as well

as conference calls.

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Name Role

Considered independent

of main shareholders Served since Term expires

Participation Board

meetings 2022

Shares in GCC

(direct/ indirect)

at 31 Dec 2022

Ivar Myklebust Chair Yes 2021 2024 100% 33,000

Nikolaus H. Schües Vice Chair No 2022 2024 91% 7,945,229

Alasdair Locke Member Yes 2021 2023 82% 1,938,782

Dr. Gaby Bornheim Member Yes 2022 2023 100% N.A

Clivia Breuel

Member No 2022 2024 100% 2,686,706

Christine Rødsæther Member Yes 2021 2023 100% 18,745

Nils Kristoffer Gram Member Yes 2021 2024 100% 3,000

Mr. Nicolaus Bunnemann

Alternate member No 2022 2024 100% 2,686,706

The shares associated with Clivia Breuel and Nicolaus Bunnemann are the same, owned through AL Maritime Holding Pte. Ltd. As at the date of this report, neither Clivia Breuel nor

Nicolaus Bunnemann are considered independent of main shareholders, as AL Maritime Holding Pte. Ltd currently owns more than 10% of the company’s shares and votes.

All members of the Board of Directors are considered inde-

pendent of the company’s executive management and material

business contacts as of 31 December 2022, with the exceptions

of Nils Kristoffer Gram, who is not considered independent of the

executive management member Harald Mathias Gram, and

Nikolaus H. Schües, who is not considered independent of the

company’s main shareholder, F. Laeisz GmbH. Dr. Gaby Bornheim

was initially nominated to the Board by F. Laeisz GmbH in

January 2022 but is considered independent of F. Laeisz GmbH.

The company’s annual report and the website provide infor-

mation to illustrate the expertise of the members of the Board

of Directors. The Board considers its composition to be diverse

and represents required competencies including financial and

industrial experience. Board members are encouraged to own

shares in the company.

9. The work of the Board of Directors

The rules of procedure for the Board of Directors

The Board of Directors is responsible for the overall man-

agement of the company and supervises the company’s

day-to-day management and the company’s activities in

general. The Companies Act regulates the duties and pro-

cedures of the Board. In addition, the Board has adopted

supplementary rules of procedures providing further details

on inter alia the duties of the Board and the chief executive

officer (the “CEO”), the division of work between the Board and

the CEO, notices of Board proceedings, administrative pro-

cedures, minutes, Board committees, transactions between

the Company and the shareholders and related parties and

matters or confidentiality.

The Board produces an annual plan for its work, with particular

emphasis on objectives, strategy and implementation. The

CEO, as required by the Board, by attendance or in writing,

informs the Board about the Company’s activities, position

and profit trend.

The Board’s consideration of material matters in which the

chair of the Board is, or has been, personally involved, shall be

chaired by another Board member elected by the Board.

The Board evaluates its expertise and performance on an

annual basis.

The following Board committees have been established to

support the work of the Board of Directors:

The audit committee

The Company’s audit committee is governed by the

Companies Act and separate instructions adopted by the

Board. A majority of the members are independent of the

Company’s business, and at least one member has qualifi-

cations within accounting or auditing. Board members who

are also members of the management (if any) cannot be

members of the audit committee. On 31 December 2022,

the audit committee comprised Nils Kristoffer Gram (chair),

Nikolaus H. Schües and Ivar Hansson Myklebust.

The audit committee assists the Board in the preparation of

decisions on issues regarding risk assessment, internal con-

trols, financial reporting and auditing. The purpose of the audit

committee is to ensure:

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• the integrity of the Company’s financial statements,

financial reporting processes, internal controls and risk

assessment and risk management policies, and of the com-

pliance system; and

• the performance of the Company’s internal control function.

The audit committee reports and makes recommendations to

the Board of Directors, which retains responsibility for imple-

menting such recommendations.

The remuneration committee

The Company’s remuneration committee assists the Board

of Directors in matters relating to remuneration and benefits

to the Company’s executive personnel, as well as reviewing

recruitment policies, career planning and management

development plans, and prepares matters relating to other

material employment issues in respect of the executive

personnel. On 31 December 2022, the committee comprised

Christine Rødsæther (chair), Alasdair Locke, Dr. Gaby Bornheim

and Clivia Breuel.

The remuneration committee’s duties are governed by sepa-

rate instructions adopted by the Board.

The remuneration committee shall prepare, subject to

approval by the Board and the general meeting as required

under applicable law:

• a policy on determination of salaries and other remu-

neration for executive personnel in accordance with the

Companies Act section 6-16 a;

• an annual report, to be controlled by the auditor, on salaries

and other remuneration for executive personnel in accord-

ance with the Companies Act section 6-16 b; and

• other matters relating to remuneration and other material

employment issues in respect of the executive personnel.

The remuneration committee reports and makes recommen-

dations to the Board of Directors, which retains responsibility

for implementing such recommendations.

10. Risk management and internal control

The Board gives priority to risk management and internal

control, seeking to ensure that adequate systems are in place

to cover interdependent areas which include risk management,

control environment, control activities, information and com-

munication and monitoring.

The management is responsible for establishing and main-

taining sufficient internal control over financial reporting.

Company-specific policies, standards and accounting prin-

ciples have been developed for the annual and quarterly

financial reporting of the Group. The CEO and the chief financial

officer supervise and oversee the external reporting and the

internal reporting processes. This includes assessing financial

reporting risks and internal controls over the financial reporting.

The Group’s consolidated financial statements are prepared in

accordance with International Financial Reporting Standards

(IFRS) and International Accounting Standards (IAS) as adopted

by the EU.

The Board seeks to ensure sound internal control and systems

for risk management, including compliance to the Company’s

corporate values, ethical guidelines and guidelines for cor-

porate social responsibility. The Company’s code of conduct

describes the Company’s ethical commitments and require-

ments related to business practice and personal conduct.

If employees experience situations or matters that may be

contrary to rules and regulations or the Company’s code of

conduct, they are urged to raise their concern with their imme-

diate superior or another manager in the Company.

The Board of Directors assesses the company’s risks on an

ongoing basis. The Board undertakes an annual review of risks

related to the Group’s business together with the review of

the annual financial statements. The audit committee assists

the Board on an ongoing basis in monitoring the Company’s

system for risk management and internal control. In connection

with the quarterly financial statements, the audit committee

presents to the Board reviews and information regarding the

Company’s current business performance and risks.

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Sustainability

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Financials

Appendix

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Appendix

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11. Remuneration of the Board of Directors

The general meeting decides the remuneration of the Board,

reflecting the Board’s responsibility, expertise, time commit-

ment and the complexity of the Company’s activities. The

remuneration is not linked to the Company’s performance.

The annual report specifies all elements of the remuneration

and benefits to each member of the Board, which includes a

specification of any remuneration in addition to normal fees

to the members of the Board. The policy on determination

of salaries and other remuneration for executive personnel,

includes principles on the renumeration to the Board. See the

2022 remuneration report for more information.

Members of the Board and/or companies with which they are

associated should not take on specific assignments for the

Company in addition to their appointment as a member of

the Board. If they do nonetheless take on such assignments

this should be disclosed to the full Board. The remuneration for

such additional duties should be approved by the Board.

12. Remuneration of the executive management

The Board of Directors has, with the assistance from the

remuneration committee, prepared a clear policy for the

determination of salary and other remuneration of the CEO

and executive management.

The policy contributes to the Company’s commercial strategy,

long-term interests and financial viability in compliance with

the regulation on policies and reports on remuneration for

executive personnel. The policy will be made available to and

shall be approved by the AGM at least every fourth year. The

Board, assisted by the remuneration committee, prepares a

report on remuneration to executive personnel on an annual

basis, in accordance with the Companies Act. The report is

controlled by the auditor,

The remuneration committee is responsible that the

Company’s framework for salary and other remuneration

helps ensure the executive personnel and shareholders of

the Company have convergent interests. Any annual perfor-

mance-related remuneration is subject to an absolute limit of

18 months salary.

13. Information and communication

Gram Car Carriers seeks to comply with Oslo Børs’ IR recom-

mendation, last revised 1 March 2021. The Board has adopted

an investor relations policy, which clarifies roles and respon-

sibilities related to financial reporting and regulates contact

with shareholders and the investor market. This policy is based

upon the key principles of openness and equal treatment of

market participants to ensure they receive correct, clear, rel-

evant and up-to-date information in a timely manner. The IR

policy is available from the company’s website. In addition, the

Board has adopted a separate manual on disclosure of infor-

mation, which sets forth the company’s disclosure obligations

and procedures.

The Company publishes a financial calendar, providing an

overview of the dates for major events such as its annual

general meeting and publication of interim reports. Interim

reports are published on a quarterly basis, in line with Oslo

Børs’ recommendations. In connection with the quarterly

reporting, presentations are given to provide an overview of

the operational and financial developments, market outlook

and the company’s prospects. All information distributed to

the company’s shareholders is published in English on the

company’s website at the same time as it is sent to Oslo Børs

and www.newsweb.no.

14. Takeovers

In the event the Company becomes the subject of a takeover

bid, the Board shall seek to ensure that the Company’s share-

holders are treated equally, and that the Company’s business

is not unnecessarily interrupted. The Board shall also ensure

that the shareholders have sufficient information and time to

assess any such offer.

There are no defence mechanisms against takeover bids in

the Articles of Association, nor have other measures been

implemented to specifically hinder acquisitions of shares in

the Company. The Board has not established written guiding

principles for how it will act in the event of a takeover bid,

as such situations are normally characterised by concrete

and one-off situations which make a guideline challenging

to prepare. In the event a takeover were to occur, the Board

will consider the relevant recommendations in the Corporate

Governance Code and observe the Norwegian takeover

regime as stipulated by the Norwegian Securities Trading

Act, and whether the concrete situation entails that the rec-

ommendations in the Corporate Governance Code can be

complied with or not.

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Appendix

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15. Auditor

The company’s external auditor is BDO. The auditor is

appointed by the general meeting and is independent of

Gram Car Carriers ASA.

Each year, the company’s auditor presents to the audit com-

mittee the audit plan of the Group, a review of the internal

control procedures, including identified weaknesses and

proposals for improvement, and a summary of the year-end

audit. The auditor participates in Board meetings that deal

with the annual accounts. At least once per year, the auditor

meets with the Board without anyone from the executive

management being present.

The remuneration to the auditor is approved by the AGM. Fees

for audit work and any fees for other specific assignments are

reported by the Board to the general meeting. For more infor-

mation about remuneration to the auditor, see note 8 in the

2022 consolidated financial statements.

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Shareholder information

Share price development

Gram Car Carriers ASA has one class of shares. There were 29,285,022 shares issued at the end

of 2022, each with a nominal value of NOK 2.91. Following the listing on Euronext Growth and the

preceding asset transactions and private placement of new shares, the number of shares issued

increased by 563,218 shares during the year.

In 2022, the Gram Car Carrier share traded between NOK 206.00 and NOK 53.17 per share. During

the year, 18.1 million shares were traded in total.

Major shareholders and voting rights

Gram Car Carrier ASA had 1,043 registered shareholders in the Norwegian Central Securities

Depository (VPS) on 31 December 2022, whereof the 20 largest shareholders owned 76.7%. The

percentage of issued shares held by foreign shareholders was 78.4%. All the shares registered by

name carry equal voting rights. The shares are freely negotiable.

100

150

200

250

Dec

2022

Nov

2022

Oct

2022

Sep

2022

Aug

2022

Jul

2022

Jun

2022

May

2022

Apr

2022

Mar

2022

Feb

2022

Jan

2022

GCC

-50%

50%

100%

150%

200%

250%

300%

Dec

2022

Nov

2022

Oct

2022

Sep

2022

Aug

2022

Jul

2022

Jun

2022

May

2022

Apr

2022

Mar

2022

Feb

2022

Jan

2022

GCC OBSHX IndexOSEBX Index

Gram Car Carrier share price development

Gram Car Carrier share price performance vs. OSEBX and OBSHX

Source: Euronext

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Appendix

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Gram Car Carrier’s 20 largest shareholders

as at 31 December 2022

Shareholder No of shares In % of total

F. Laeisz GmbH 7,945,229 27.13%

AL Maritime Holding Pte. Ltd. 2,686,706 9.17%

Glenrinnes Farms Limited 1,938,782 6.62%

HM Gram Investments III Limited/HM

Gram Enterprises Limited/HMG AS 1,790,496 6.11%

Car Carrier Partners L.P. 1,220,901 4.17%

AS Straen 817,688 2.79%

BNP Paribas (nominee) 782,040 2.67%

BNP Paribas (nominee) 710,122 2.42%

Verdipapirfondet DNB SMB 590,577 2.02%

Larsson Shipping AB 589,658 2.01%

Hamilton Carriers Ltd 499,638 1.71%

Hesnes Invest AS 414,136 1.41%

Svenska Handelsbanken AB 389,290 1.33%

BNP Paribas (nominee) 358,683 1.22%

UBS Switzerland AG 354,736 1.21%

Verdipapirfondet Storebrand Norge 301,006 1.03%

Surfside Holding AS 300,000 1.02%

Songa Capital AS 296,681 1.01%

The Bank of New York Mellon 239,111 0.82%

Currus Navi AS 238,009 0.81%

Others 6,821,533 23.29%

Total 29,285,022 100.00%

An overview of the 20 largest shareholders is available on the

Gram Car Carrier website, updated every quarter.

Corporate actions

Corporate action Date

USD 121 million equity private placement successfully completed 14 Jan 22

Reverse share split registered with the Register of Business Enterprises 18 Jan 22

10,774,182 new shares issued in connection to the USD 121 million private placement 19 Jan 22

8,135,358 new shares issued in connection with vessel acquisition from F. Laeisz GmbH 26 Jan 22

8,236,845 new shares issued to GCC Singapore shareholders in connection with vessel acquisition 26 Jan 22

1,198,024 new shares issued towards the minority shareholders in connection with vessel acquisition 26 Jan 22

Granting of share options to primary insiders and mandatory notifications of trade 29 Aug 22

Application for transfer of shares admitted to trading on Euronext Growth to Oslo Børs 12 Oct 22

563,218 new shares issued in connection with acquisition of Mid-size vessel “Paglia” 30 Nov 22

Approval and publication of prospectus and admission to trading on the Oslo Stock Exchange's main list 30 Nov 22

Gram Car Carriers transfers to Oslo Børs main market 15 Dec 22

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Dividends and dividend policy

The Company’s dividend policy is to pay at least 50% of the Group’s net profit in dividends on a quarterly basis.

However, any future proposal by the Board of Directors to declare dividends will be subject to applicable laws and will be dependent

on a number of factors, including the Company’s financial condition, a substantial increase in revenues compare to previous years,

a positive net profit on a quarterly and annual basis, capital requirements, general business conditions and other factors that the

Board of Directors may deem relevant. In addition, the Board of Directors will, when deciding the annual dividend levels, take into

consideration capital expenditure plans, restrictions under the Group’s debt facilities, financing requirements and maintaining the

appropriate strategic flexibility

Period Dividend (USD/share) Dividend (NOK/share) Dividend (USD mill.) Ex-dividend date Record date Payable date

Q4 2022 0.169 1.75 4.96 03 Mar 2023 06 Mar 2022 09 Mar 2022

Q3 2022 0.110 1.1897 3.26 09 Nov 2022 10 Nov 2022 21 Nov 2022

Q2 2022 0.093 0.9008 2.67 29 Aug 2022 30 Aug 2022 09 Sep 2022

Q1 2022 0.036 0.3482 1.04 13 May 2022 16 May 2022 09 Jun 2022

Analyst coverage

Six Norwegian and Nordic investment banks had active coverage of Gram Car Carriers ASA at the end of 2022. For contact details,

please see the company website www.gramcar.com.

General meetings and Board authorisations

The 2022 AGM granted the Board of Directors the following

authorisations:

1. The Board of Directors is authorised to increase the

Company’s share capital by up to NOK 16,743,191. Within this

amount, the authorisation may be used one or several times

2. The Board of Directors is authorised to increase the

Company’s share capital in connection with the Company’s

incentive schemes by up to NOK 4,185,797. Within this

amount, the authorisation may be used one or several

times.

3. The Board of Directors is authorised to acquire the

Company’s own shares, on one or more occasions, with an

aggregate par value of up to NOK 4,185,797. The authori-

sation comprises agreed pledge on the Company’s own

4. The Board of Directors is authorised to acquire the

Company’s own shares in connection with the Company’s

incentive schemes, on one or more occasions, with an

aggregate par value of up to NOK 4,185,797. The authori-

sation comprises agreed pledge on the Company’s own

Further information can be found in the minutes from the

annual general meeting, available from the Company’s

website www.gramcar.com and www.newsweb.no.

Any proposal of dividends will be at the discretion of the Board of Directors, and there can be no assurance that in any given quarter or year a dividend will

be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy. Dividends will be declared in USD and paid in

NOK. Unless otherwise is determined by the Board of Directors, the distribution of a dividend shall constitute repayment of the Company’s paid-in capital.

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Financial calendar 2023

Event Date

Interim report - Q1 21 Apr 2023

Annual general meeting 12 May 2023

Half-yearly interim report - Q2 15 Aug 2023

Interim report - Q3 03 Nov 2023

Please note that the financial calendar may be subject to

changes.

IR Policy

Gram Car Carrier’s IR policy can be found at

www.gramcar.com.

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Financial

statements

Consolidated financial statements

Notes to the Consolidated

financial statements

Parent company financial statements

Notes to the Parent company

financial statements

101

Responsibility statement

110

Auditor’s report

111

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Consolidated

financial statements

Consolidated statement of income

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes to the consolidated financial statements

Note 01 General information

Note 02 Basis for preparation

Note 03 Significant accounting policies

Note 04 Critical accounting judgements and key

sources of estimation uncertainty

Note 05 Segment information

Note 06 Operating revenue

Note 07 Vessel operating expenses

Note 08 Administrative expenses

Note 09 Financial income and expenses

Note 10 Income tax

Note 11 Vessels and other tangible assets

Note 12 Right-of-use assets

Note 13 Trade and other receivables

Note 14 Cash and cash equivalents

Note 15 Other current assets

Note 16 Interest-bearing debt

Note 17 Lease liabilities

Note 18 Redeemable convertible loans

Note 19 Trade and other payables

Note 20 Transactions with related parties

Note 21 Group companies

Note 22 Share capital and shareholders

Note 23 Earnings per share

Note 24 Share-based payments

Note 25 Financial instruments

Note 26 Financial risks and capital management

Note 27 Subsequent events

Note 28 Adjustments relating to comparative period

figures for the year ended 31 December 2021

Note 29 First-time adoption of IFRS

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Consolidated statement of

income

In USD thousands Notes 2022 2021

Operating revenue 6 120,976 78,029

Vessel operating expenses 7 (41,385) (34,479)

Administrative expenses 8 (8,995) (8,162)

Operating profit before depreciation (EBITDA) 70,596 35,388

Depreciation 11, 12 (27,470) (24,792)

Operating profit (EBIT) 43,126 10,596

Financial income 9 1,113 339

Financial expenses 9 (20,362) (18,402)

Profit/ (loss) before tax (EBT) 23,877 (7,466)

Income tax expense 10 - (6)

Profit/ (loss) for the period 23,877 (7,472)

Attributable to:

Equity holders of the parent company 23,877 (7,935)

Non-controlling interests - 463

23,877 (7,472)

Earnings per share (USD):

Basic earnings per share 23 0.83 (0.03)

Diluted earnings per share 23 0.82 (0.01)

Consolidated statement of

comprehensive income

In USD thousands Notes 2022 2021

Profit/ (loss) for the period 23,877 (7,472)

Exchange differences on translation of foreign operations (23) 43

Total comprehensive income/ (loss) 23,854 (7,429)

Attributable to:

Equity holders of the parent company 23,854 (7,892)

Non-controlling interests - 463

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Consolidated statement of financial position

In USD thousands Notes 31 Dec 2022 31 Dec 2021

01 Jan 2021

(IFRS)

Assets 609,741 494,683 550,827

Non-current assets 568,858 474,635 492,679

Vessels and other tangible assets 11 568,211 410,605 425,546

Right-of-use assets 12 141 62,871 65,974

Other non-current assets 506 1,159 1,159

Current assets 40,883 20,049 58,147

Assets held for sale 28 - - 42,669

Inventories 2,088 1,738 2,633

Trade and other receivables 13 4,498 1,839 658

Cash and cash equivalents 14 30,287 15,960 11,571

Other current assets 15 4,010 512 617

In USD thousands Notes 31 Dec 2022 31 Dec 2021

01 Jan 2021

(IFRS)

Equity and liabilities 609,741 494,683 550,827

Equity 22 243,481 79,239 86,667

Non-current liabilities 297,045 121,397 399,803

Interest-bearing debt - non-current 16 297,045 63,437 327,970

Lease liabilities - non-current 17 - 30,477 46,712

Derivative financial instruments - - 163

Redeemable convertible loans 18 - 27,483 24,958

Current liabilities 69,215 294,048 64,357

Interest-bearing debt – current 16 42,271 263,323 4,413

Lease liabilities - current 17 154 16,902 48,439

Trade and other payables 19 10,593 10,596 9,700

Derivative financial instruments - 98 -

Deferred income 6 16,197 3,129 1,238

Other current liabilities - - 567

Reference is made to note 29 - First-time adoption of IFRS

Oslo, 20 April 2023

Board of Directors and Chief Executive Officer, Gram Car Carriers ASA

Ivar Hansson Myklebust Nikolaus H. Schües Alasdair James Dougall Locke Christine Rødsæther

Chair Vice Chair

Nils Kristoffer Gram Nicolaus Bunnemann Clivia Catharina Breuel Georg Alexander Whist

Chief Executive Officer

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Consolidated statement of changes in equity

In USD thousands Notes

capital

premium

Retained

earnings/ (acc.

losses)

Other

equity

Share-based

payments

reserve

Non-

controlling

interests Total

Equity at 1 January 2022 230,791 - (166,695) 964 - 14,178 79,239

Conversion of convertible loans Old Group shareholders 4 27,669 - - - - - 27,669

Conversion of redeemable preference shares 4 1,042 - - (1,042) - - -

Capital increase - private placement (cash) 4 3,623 62,259 - - - - 65,882

Capital increase - private placement (contribution in kind) 4 2,736 47,010 - - - - 49,746

Capital increase – contribution in kind (Old Group equity holders and non-controlling interests) 4 (256,204) 61,190 - 209,192 - (14,178) -

Capital increase – vessel acquisition (contribution in kind) 166 9,634 - - - - 9,800

Transaction costs - - - (7,060) - - (7,060)

Estimated effect of liquidation Old Group - - - 491 - - 491

Share-based payments - - - - 902 - 902

Total comprehensive income for the period - - 23,877 (23) - - 23,854

Dividend paid - (7,042) - - - - (7,042)

Equity at 31 December 2022 9,822 173,051 (142,818) 202,522 902 - 243,481

Equity at 31 December 2020 230,791 - (158,759) 921 - 13,715 86,667

First-time adoption of IFRS adj. - - - - - - -

Equity at 1 January 2021 230,791 - (158,759) 921 - 13,715 86,667

Total comprehensive income for the period - - (7,935) 43 - 463 (7,429)

Equity at 31 December 2021 230,791 - (166,695) 964 - 14,178 79,239

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Consolidated statement of cash flows

In USD thousands Note 2022 2021

Profit/ (loss) for the period 23,877 (7,466)

Financial (income)/ expenses 19,633 17,836

Depreciation 11, 12 27,470 24,792

Share-based payment expense 902 -

Income tax expense - (25)

Cash flow from operating activities before changes in working capital 71,882 35,137

Changes in working capital:

Trade and other receivables (2,659) (1,181)

Inventories (350) 895

Other current assets (2,987) 105

Other non-current assets - -

Trade and other payables 663 1,489

Deferred income 13,068 1,891

Cash flow from operating activities 79,617 38,335

In USD thousands Note 2022 2021

Investment in vessels and other tangible fixed assets 11 (61,940) (6,229)

Investment in right-of-use assets 12 (1,080) (835)

Proceeds from sale of right-of-use assets - 42,669

Investment in affiliated company (347) -

Cash flow (used in)/ from investing activities (63,368) 35,605

Dividend paid (7,042) -

Proceeds from issue of shares 22 58,822 -

Proceeds from issue of debt 16 311,164 -

Proceeds from sale-lease-back financing 11, 16 68,313 -

Repayment of debt 16 (368,116) (7,393)

Repayment of lease liability 17 (47,226) (48,140)

Interest paid on interest-bearing debt (18,760) (11,157)

Interest paid on lease liabilities (27) (2,904)

Other financial items 949 43

Cash flow used in financing activities (1,923) (69,551)

Net change in cash and cash equivalents 14,327 4,389

Cash and cash equivalents at beginning of period 14 15,960 11,571

Cash and cash equivalents at end of period 30,287 15,960

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Notes to the consolidated financial statements

Note 01 General information

Gram Car Carriers ASA (the ‘Company’) is a public limited liability

company (Norwegian: allmennaksjeselskap) incorporated and

domiciled in Norway, with registered address at Bryggegata 9, 0250

Oslo, Norway . The Company was incorporated on 3 August 2021.

These consolidated financial statements comprise the Company

and its subsidiaries (together referred to as the ‘Group’). The principal

activities of the Group is to invest in and to operate maritime assets in

the pure car and truck carrier (‘PCTC’) shipping segment.

The shares of the Company are listed on Oslo Børs under the ticker

‘GCC’.

The consolidated financial statements for the Group are presented

as a continuation of Gram Car Carriers Holdings Pte. Ltd. and

its subsidiaries (Old Group). Details on these assessments and

restructuring of the Old Group are included in note 4.

For all periods up to and including the year ended 31 December

2021, the Group prepared its financial statements in accordance

with Singapore FRS. These financial statements for the period ended

31 December 2022 are the first the Group has prepared in accordance

with IFRS. Reference is made to note 29 for information on how the

Group adopted IFRS.

As per 31 December 2022 the Group operates 19 PCTC vessels, of

which 17 are owned vessels and 2 are leased vessels.

Note 02 Basis for preparation

The consolidated financial statements for the period 1 January 2022

– 31 December 2022 are prepared in accordance with International

Financial Reporting Standards (‘IFRS’) as issued by the International

Accounting Standards Board (‘IASB’) and adopted by the European

Union.

The financial statements are based on historical cost except as

disclosed in the accounting policies below.

The financial statements are presented in US Dollar (USD), which is

the functional currency of the Company and the Group. Amounts are

rounded to the nearest thousand, unless otherwise stated.

The financial statements are prepared based on the assumption of

going concern.

Only standards and interpretations that are applicable to the Group

have been included and the Group reviews the impact of these

changes in its financial statements. There are some amendments

to the standards effective from 1 January 2022. None of these have

had any effect on the Financial Statements. The Group will adopt the

relevant new and amended standards and interpretations when they

become effective, subject to EU approval before the consolidated

financial statements are issued. At the date of the approval of these

financial statements, the Group has not identified significant impact

to the Group’s financial statements as a result of new standards or

amendments effective 2023 or later.

Note 03 Significant accounting policies

Consolidation

The consolidated financial statements comprise of the financial

statements of Gram Car Carriers ASA and its subsidiaries as at

31 December 2022. All intra-group balances, transactions, unrealised

gains and losses resulting from intra-group transactions and

dividends are eliminated. Subsidiaries are all companies where the

Group has a controlling interest. Control is achieved when the Group

is exposed, or has rights to variable returns from its involvement

with the investee and has the ability to effect those returns through

its power over the investee. Subsidiaries are fully consolidated

from the date on which control is transferred to the Group. They

are de-consolidated from the date on which control ceases. The

financial statements of the subsidiaries are prepared for the same

accounting period as the Company, using consistent accounting

principles for similar transactions and events under otherwise similar

circumstances.

Non-controlling interests represent the portion of comprehensive

income and net assets that is not held by the Group and

are presented separately in the consolidated statement of

comprehensive income and within equity in the consolidated

statement of financial position, separately from the Company’s

shareholders’ equity.

Revenue recognition

Time charter revenue generated from time charter parties with

customers are accounted for in accordance with IFRS 16 and IFRS 15

and classified under operating revenue in the income statement net

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of commissions. The Group’s time charter parties normally have a

duration of 6 months to 5 years and a significant portion of the risks

and rewards of ownership are retained by the lessor, hence the lease

is classified as operating lease.

Time charter revenue is recognised in the income statement on

a straight-line basis over the period of the time charter contract

unless another systematic basis is more representative of the

time pattern in which use benefit derived from the leased asset is

diminished. Amount received in advance and unearned at the end of

the reporting period is not recognised in the income statement and

instead taken up as deferred revenue in the statement of financial

position.

Dividends are recognised when the right to receive payment is

established, which is normally when the dividend has been resolved

by the general meeting of the entity paying the dividend.

Operating expenses

Operating expenses are accounted for on an accrual basis. Expenses

are charged to the income statement, except for those incurred in the

acquisition of an investment which are capitalised as part of the cost

of the investment. Expenses arising on the disposal of investments are

deducted from the disposal proceeds.

Vessel operating expenses of the Group are expenses related to the

operation of vessels, such as (but not limited to) crewing expenses,

expenses for repair and maintenance, lubrication oil consumption

and insurance.

Financial income and expenses

Interest income and expense is recognised as accrued and is

presented under the financial income or expense in the income

statement.

Foreign currency transactions

Transactions in foreign currencies are recorded in the functional

currency rate at the date of the transaction. Monetary assets and

liabilities in foreign currency are translated at the functional currency

rate prevailing at the balance sheet date. Exchange differences

arising from translations into functional currency are recorded in the

income statement. Non-monetary assets and liabilities measured at

historical cost in foreign currency are translated into the functional

currency using the historical exchange rate. Non-monetary assets

and liabilities recognised at fair value are translated using the

exchange rate on the date of the determination of the fair value.

For subsidiaries with functional currencies other than USD, financial

position items are translated at the rate of exchange at the balance

sheet date, and income statements are translated at the exchange

rate prevailing at the date of the transaction. Exchange differences

arising on the translation are recognized in other comprehensive

income as foreign currency differences.

Vessels and other tangible assets

Tangible fixed assets are stated at historical cost, less subsequent

depreciation and impairment. For vessels purchased, these costs

include expenditures that are directly attributable to the acquisition

of the vessels and eligible for capitalisation. Upon acquisition,

each component of the vessels, with a cost significant to the total

acquisition costs, is separately identified and depreciated over that

component’s useful life on a straight-line basis.

Depreciation is calculated on a straight-line basis over the estimated

useful life of the assets, taking residual values into consideration,

and adjusted for impairment charges, if any. The estimated useful

life of the Group’s vessels is 30 years. Residual values of the vessels

are estimated as the lightweight tonnage of each vessel multiplied

by scrap value per ton. Expected useful lives of assets, and residual

values, are reviewed at each balance sheet date and, where they

differ significantly from previous estimates, depreciation calculations

are altered accordingly.

Ordinary repairs and maintenance expenses are charged to the

income statement as incurred. Costs related to dry-docking or

other major overhauls are recognized in the carrying amount of the

vessels. The recognition is made when the dry-docking has been

performed and is depreciated based on estimated time to the next

class renewal which is normally five years. The remaining costs that

do not meet the recognition criteria are expensed as repairs and

maintenance.

Vessels and other tangible assets are derecognised upon disposal

or when no future economic benefits are expected from their use

or disposal. Any gain or loss arising on derecognition of the asset

(calculated as the difference between the net disposal proceeds and

the carrying amount of the asset) is included in profit or loss in the

period the asset is derecognised.

Impairment of vessels and other tangible assets

Vessels and other tangible assets are assessed for impairment

indicators each reporting period. If impairment indicators are

identified, the recoverable amount is estimated, and if the carrying

amount exceeds its recoverable amount an impairment loss is

recognised, i.e. the asset is written down to its recoverable amount.

An asset’s recoverable amount is calculated as the higher of the

net realisable value and its value in use. The net realisable value is

the amount obtainable from the sale of an asset in an arm’s length

transaction less the costs of sale and the value in use is the present

value of estimated future cash flows expected from the continued

use of an asset. An impairment loss recognised in prior periods for

an asset is reversed if, and only if, there has been a change in the

estimates used to determine the asset’s recoverable amount since

the last impairment loss was recognised.

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Leases

Group as lessee (right-of-use assets)

The Group assesses whether a contract is or contains a lease, at

inception of the contract. The Group recognises a right-of-use

asset and a corresponding lease liability with respect to all lease

arrangements in which it is the lessee, except for short-term leases

(defined as leases with a lease term of 12 months or less) and leases

of low value assets. For these leases, the Group recognises the

lease payments as an operating expense on a straight-line basis

over the term of the lease unless another systematic basis is more

representative of the time pattern in which economic benefits from

the leased assets are consumed.

The lease liability is initially measured at the present value of the lease

payments that are not paid at the commencement date, discounted

by using the rate implicit in the lease.

The right-of-use assets comprise the initial measurement of the

corresponding lease liability, lease payments made at or before

the commencement day, less any lease incentives received and

any initial direct costs. They are subsequently measured at cost less

accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease

term and useful life of the underlying asset. If a lease transfers owner-

ship of the underlying asset or the cost of the right-of-use asset reflects

that the group expects to exercise a purchase option, the related right-

of-use asset is depreciated over the useful life of the underlying asset.

The depreciation starts at the commencement date of the lease.

Group as lessor

The Group enters into lease agreements as a lessor with respect to its

vessels under operating leases to non-related parties.

Leases where substantially all risks and rewards incidental to

ownership are retained by the lessor are classified as operating

leases. Charter income received under operating leases (net of any

incentives given to lessee) is recognised in profit or loss on a straight-

line basis over the period of the lease term.

Assets held for sale

Non-current assets classified as held for sale are measured at the

lower of carrying amount and fair value less costs to sell. Non-current

assets are classified as held for sale if their carrying amount will be

recovered through a sale transaction rather than through continuing

use. This condition is regarded as met only when the sale is highly

probable, and the asset is available for immediate sale in its present

condition. Management must be committed to the sale, which should

be expected to qualify for recognition as a completed sale within one

year from the date of classification.

Inventories

The Group values its inventories, which comprise of lubrication oil

and fuel on board the vessels, at the lower of cost and net realisable

value. They are accounted for on a weighted average cost basis.

Trade and other receivables

Trade and other receivables are measured at transaction price upon

initial recognition and subsequently measured at amortized cost less

expected credit losses.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, bank deposits

and other highly liquid investments with original maturities of three

months or less.

Share issuance

Share issuance costs related to a share issuance transaction are

recognised directly in equity. If share issuance costs, for tax purposes,

can be deducted from other taxable income in the same period as

they are incurred, the costs are recognised net after tax.

Earnings per share

The Group presents basic and diluted earnings per share data for its

ordinary shares.

Basic earnings per share are calculated by dividing the profit for

the reporting period attributable to ordinary equity holders of the

Company by the weighted average number of ordinary shares

outstanding during the reporting period.

Diluted earnings per share are calculated by dividing the profit

attributable to ordinary equity holders of the Company by the

weighted average number of ordinary shares outstanding during

the year plus the weighted average number of ordinary shares that

would be issued on conversion of all the dilutive potential ordinary

shares into ordinary shares.

Dividends

Dividends are recognised as a liability in the Group’s financial state-

ments from the date when the dividend is approved by the General

Meeting.

Financial liabilities

All loans and borrowings are initially measured at fair value less

directly attributable transaction costs, and are subsequently

measured at amortized cost, using the effective interest method.

The calculation takes into account any premium or discount on

acquisition and includes transaction costs and fees that are an

integral part of the effective interest rate. A financial liability is

derecognised when the obligation under the liability is discharged,

cancelled or expires.

Redeemable convertible loans are classified as financial liabilities in

accordance with the substance of the contractual arrangements and

the definitions of a financial liability and an equity instrument .

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Provisions

Provisions are recognised when the Group has a present legal or

constructive obligation as a result of a past event, when it is more

likely than not that an outflow or resources representing economic

benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation.

Fair value measurement

Derivative financial instruments are measured at fair value. The fair

value of financial instruments traded in active markets is determined

by reference to quoted market prices or dealer price quotations,

without any deduction for transaction costs. The fair value of financial

instruments not traded in active markets is determined using

appropriate evaluation techniques.

Taxes

The Company is subject to ordinary Norwegian taxation. Tax expense

comprises tax payable and deferred tax expense. Tax payable is

measured at the amount expected to be paid to authorities while

deferred tax assets/liabilities are calculated based on temporary

differences at the reporting date. Deferred tax assets are recognised

to the extent that it is probable that they can be utilized in the future.

Deferred tax liabilities/deferred tax assets within the same tax system

that can be offset are recorded on a net basis. Income tax relating to

items recognised directly in equity is included directly in equity and

not in the statement of income.

The vessel owning subsidiaries in the Group are subject to taxation

under the Norwegian tonnage tax regime. Under the tonnage tax

regime, profit from operations is exempt from taxes. Taxable profit

is calculated on the basis of financial income after deduction of a

portion of financial expenses. The portion is calculated as financial

assets in percent of total assets. Tonnage tax is payable based on

the net tonnage of vessels. Tonnage tax is classified as an operating

expense.

Related parties

Parties are related if one party has the ability, directly or indirectly, to

control the other party or exercise significant influence over the party

in making financial and operating decisions. Parties are also related if

they are subject to common control or common significant influence.

Related party transactions are recorded to estimated fair value.

Employee benefits

The Group is required to make contributions towards defined

contribution plans in accordance with the Mandatory Occupational

Pension act in Norway (“Lov om obligatorisk tjenestepensjon”) and

the Central Provident Fund act in Singapore. A defined contribution

plan is a pension plan under which the Group pays fixed contributions

into a separate legal entity. The Group has no legal or constructive

obligations to pay further contributions if the fund does not hold

sufficient assets to pay all employees the benefits relating to

employee service in the current and prior periods. The contributions

are recognised as employee benefit expense when they are due.

Prepaid contributions are recognised as an asset to the extent that a

cash refund or a reduction in the future payments are available.

Share-based employee incentive programs

Incentive programs involving transactions which meets the definition

of an equity settled share-based payment transaction are calculated

at fair value at the time they are granted and charged to personnel

expenses over the vesting period with a corresponding increase in

equity. Fair value is estimated using the Black-Scholes option pricing

model for each tranche with share price, strike, duration, expected

volatility and risk-free interest as the input parameters in the model.

The dilutive effect of outstanding options is reflected as additional

share dilution in the computation of diluted earnings per share. Social

security is provided for based on the fair value at each reporting date.

Classification in the statement of financial position

Current assets and short-term liabilities include items due less than

one year from the balance sheet date, as well as items due more

than one year from the balance sheet date, that are related to the

operating cycle.

Liabilities with maturity less than one year from the balance sheet

date are classified as current. All other debt is classified as long-term

debt. Long-term debt due for repayment within one year from the

balance sheet date is classified as current.

Statement of cash flows

The statement of cash flows has been prepared based on the indirect

method.

Subsequent events

New information on the Group’s financial position at the balance

sheet date is taken into account in the financial statements.

Subsequent events that do not affect the Group’s position at the

balance sheet date, but which will affect the Group’s position in the

future, are disclosed if significant.

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Note 04 Critical accounting judgements and key sources of estimation uncertainty

The preparation of consolidated financial statements for the Group and

application of the accounting policies, which are described in Note 3,

requires judgements, estimates and assumptions to be made about the

carrying amounts of assets and liabilities. The estimates and associated

assumptions are based on historical experience and other factors con-

sidered to be relevant. Actual outcomes may differ from these estimates

and assumptions and could require a material adjustment to the car-

rying amount of the asset or liability affected in future periods. Estimates

and underlying assumptions are reviewed on an on-going basis.

Judgements

Management is of the opinion that any instances of application

of judgement are not expected to have a significant effect on the

amounts recognised in the financial statements apart from the

accounting for the restructuring (and apart from those involving

estimations, which are disclosed below).

Accounting for the restructuring

Background

The Company was a wholly owned subsidiary of Gram Car Carriers

Holding Pte. Ltd. until January 2022, and the Group was established in

its current form through a series of linked transactions completed in

January 2022:

1. The acquisition by the Group of all activities of Gram Car Carriers

Holdings Pte. Ltd. and its subsidiaries (‘Old Group’);

2. The acquisition of two PCTC vessels from a third party, settled with

a combination of cash and shares;

3. The injection of USD 173.3 million in new equity, of which USD 71.3

million in cash and USD 102.0 million as contribution in kind. The latter

comprise USD 57.7 million contribution in kind from shareholders of

Gram Car Carriers Holdings Pte. Ltd. and non-controlling interests in

its subsidiaries and the remaining USD 44.3 million representing part

consideration for the two PCTC vessels acquired from a third party

and settled by issuing shares (contribution in kind); and

4. New debt raised to settle Old Group’s existing debt and partial

financing of the two additional PCTC vessels acquired.

Judgement

Management has used their judgement to assess how the

restructuring and linked transactions as referred to above should

be treated for accounting purposes, and whether it qualifies as

a business combination in the scope of IFRS 3. Management’s

assessment is that the series of linked transactions carried out in

connection with the restructuring of the Group is for accounting

purposes not considered to be a business combination but a

restructuring and refinancing of the Group, together with an issue of

new shares (capital increase) and that the carrying values of assets

and liabilities in the Group shall be carried on forward (continuity).

Carrying values in the Group’s financial statements are on a going

concern basis (continuity), whereas the Old Group’s 2021 financial

statements have been prepared on a basis other than that of a going

concern as the sale of its assets are deemed to be a realisation and

the Old Group will commence liquidation proceedings subsequently

to the sale of all its assets to the Group. Consequently, the carrying

values of assets in the Old Group had been impaired to net realisable

value and classified as assets held for sale as at 31 December 2021.

In order for carrying values of assets to be on a going concern basis,

relevant adjustments have been made in the Groups financial state-

ments’ comparable numbers for 2021. Reference is made to note 28.

Sale-and-lease-back transaction

Background

In January 2022, the Group completed a refinancing for the two PCTC

vessels Viking Adventure and Viking Bravery, whereby the Group

entered into a sale-and-lease back transaction. In order for the

transaction to be accounted for in accordance with IFRS 16 Leases,

the transaction must constitute a sale.

Judgement

Management has used their judgement to assess whether the

transaction constitutes a sale and concluded that control of the two

vessels and all material risks and rewards of ownership remain with the

Group following the transaction and based on this the two vessels will

continue to be recognised as Vessels and other tangible assets. The

liability is accounted for as a financial liability in accordance with IFRS 9

Financial instruments and recognised under Interest-bearing debt.

Assumptions and estimation uncertainties

The following assumptions and estimation uncertainties can have a

significant risk of resulting in a material adjustment to the carrying

amounts of assets:

• Depreciation, useful lives and residual values of vessels

Depreciation is based on estimates of the vessels’ useful lives,

residual values, scrapping costs and depreciation method, which

are reviewed at each balance sheet date. Useful lives may change

due to technological developments, market conditions and changes

in regulations. The Group is committed to recycling its vessels

in compliance with the Hong Kong convention and Norwegian

Shipowners Association guidelines. In the assessment of residual

value there is a considerable degree of uncertainty in estimating

prevailing market prices for green recycling. Any changes in

estimated useful lives and/or residual values impact the depreciation

of the vessels prospectively.

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Note 05 Segment information

All the Group’s vessels can be categorised in the pure car and truck carrier (PCTC) shipping segment and

exhibit similar technical, trading, economic and financial characteristics.

The top three customers of the Group represent 14.7%, 14.3% and 9.2% of the Group’s total time charter

revenue during the 12-months’ period ended 31 December 2022 (2021: 26.7%, 11.8% and 8.5%). No other

customers represent more than 10% of total time charter revenue.

Charter parties entered into with customers are typically for global operation of the vessels. Time charter

revenue originate from customers geographically located as follows:

In USD thousands 2022 2021

Asia 81,656 51,129

Europe 26,874 21,128

Other 11,951 4,453

Total time charter revenue 120,481 76,710

Note 06 Operating revenue

In USD thousands 2022 2021

Time charter revenue 120,481 76,710

Time charter hire commissions (2,271) (1,055)

Management fees and time charter hire commissions 1,336 444

Other income 1,430 1,930

Total operating revenue 120,976 78,029

The Group’s vessels earn revenue from time charter parties entered into with operators providing services

related to the seaborne transportation of vehicles and equipment.

Deferred income of USD 16,197,000 at 31 December 2022 comprise advance payments from customers

(31 December 2021: USD 3,129,000)

Other income of USD 1,430,000 in 2022 include a USD 930,000 receivable under loss of hire insurance and

USD 500,000 dividend from Gram Car AS.

Other income of USD 1,930,000 in 2021 relate to an equity distribution from the Norwegian Shipowners’ Mutual

War Risk Insurance Association, representing the gross distribution before deduction of USD 507,000 of with-

holding tax which has been recognised as a tax receivable.

Contracted revenue from time charter parties entered into with charterers as at 31 December 2022 are as set

out below, based on earlier redelivery dates under the respective charterparties:

In USD thousands <1 year 1–3 years 4–5 years >5 years Total

Time charter revenue 187,880 352,951 274,819 40,776 856,427

Contracted revenues from time charter parties entered into with charterers as at 31 December 2021 are as

set out below, based on earlier redelivery dates under the respective charterparties:

In USD thousands <1 year 1–3 years 4–5 years >5 years Total

Time charter revenue 78,526 33,590 - - 112,116

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Note 07 Vessel operating expenses

In USD thousands 2022 2021

Manning 20,852 18,882

Lubrication oil 2,194 1,718

Repair and maintenance 2,047 1,060

Spare parts 4,278 3,368

Insurance 2,351 1,747

Other 9,663 7,704

Total operating revenue 41,385 34,479

Note 08 Administrative expenses

In USD thousands 2022 2021

Personnel expenses 5,672 5,408

Legal fees 983 1,417

Audit fees – audit 212 137

Audit fees – non-audit 38 13

Other professional fees 719 585

Other administrative expenses 1,371 602

Total administrative expenses 8,995 8,162

At 31 December 2022 the Group had 17 employees (31 December 2021: 14). Average number of employees

during the 12-months’ period ending 31 December 2022 was 15 (2021: 15).

Legal fees and other professional fees include transaction fees amounting to USD 435,000 (2021: USD 541,000)

incurred in connection with the restructuring (ref note 4) which are not eligible for capitalisation under other

equity. This follows the principle that the equity contributed in kind by Old Group shareholders does not

constitute new equity and as such is not eligible for capitalisation.

Other administrative expenses include remuneration to the Board of Directors amounting to USD 367,000 (2021: nil).

Personnel expenses comprise of the following:

In USD thousands 2022 2021

Salaries 2,020 2,006

Payroll taxes 686 238

Bonuses 1,817 2,566

Pensions 128 126

Share-based payment expense (note 24) 902 371

Other personnel expenses 119 101

Total 5,672 5,408

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The Group has defined contribution plans for all employees in accordance with mandatory occupational

pension requirements.

Loans to employees

The Group has provided unsecured loans to employees of NOK 2,103,000 at December 31 2022 (2021: nil). The

interest is as per the normal interest rate for the taxation of low-cost loans set by the Norwegian Directorate

of Taxes.

Management remuneration

Details about management remuneration are included in the 2022 remuneration report.

Bonuses and severance pay

Details about bonus schemes and severance pay for management are included in the 2022 remuneration

report.

Remuneration to Board of Directors

Details about remuneration to Board of Directors of Gram Car Carriers ASA are included in the 2022

remuneration report.

Share-based payment

In 2022 a long-term incentive programme and share option incentive plan were introduced by the company.

Further details about these incentive programs are presented in note 24.

Note 09 Financial income and expenses

In USD thousands 2022 2021

Interest income 457 -

Other financial income 656 339

Total financial income 1,113 339

Interest expense (18,522) (17,615)

Other financial expenses (1,841) (787)

Total financial expenses (20,362) (18,402)

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Note 10 Income tax

The Company (Gram Car Carriers ASA) is a holding company and subject to ordinary taxation rules in

Norway. The ordinary rate of corporation tax in Norway is 22% for 2022 (2021: 22%). The Company has negative

taxable income as per 31 December 2022. Deferred tax assets are only recognised to the extent that the

future utilisation within the Group can be justified.

The Group’s vessels are owned by subsidiaries which are subject to Norwegian tonnage tax. Subsidiaries

subject to Norwegian tonnage tax are exempt from ordinary tax on income derived from the operation of

vessels in international waters and instead subject to a tonnage tax based on the vessels’ net tonnage.

Tonnage tax amounted to USD 130,000 for the period 1 January 2021 – 31 December 2022, and is recognised

under vessel operating expenses.

Income tax expenses in the financial statement comprises of the following:

In USD thousands 2022 2021

Taxable profit of foreign entities - (6)

Total - (6)

Reconciliation of income tax expense:

In USD thousands 2022 2021

Profit/ (loss) before tax (EBT) 23,877 (7,466)

Expected tax at ordinary Norwegian tax rate (22%) (5,253) 1 ,643

Recognised income tax expense - (6)

Difference between expected and recognised income tax expense (5,253) 1,637

Difference between expected and recognised income tax expense is due to:

In USD thousands 2022 2021

Deferred tax asset not recognised 1,587 -

Effect of tonnage tax regime (6,587) 1,637

Difference between expected and recognised income tax expense (5,253) 1,637

In 2021 the group was subject to the tonnage tax regime in Singapore.

Temporary differences:

In USD thousands 2022 2021

Losses carried forward (tonnage tax regime) (14,546) -

Amortised debt issuance cost (tonnage tax regime) 5,749 -

Losses carried forward (9,027) (1,816)

Share-based payments (1,182) -

Other (3) -

Net temporary differences (19,009) (1,816)

Net deferred tax asset, 22% tonnage tax regime 1,935 -

Net deferred tax asset, 22% 2,247 400

Utilisation of the tax loss will depend on future taxable income, and in the absence of convincing evidence of

such income materialising the criteria for recognising the tax loss carried forward as a deferred tax asset has

not been met.

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Note 11 Vessels and other tangible assets

Details of the Group’s vessels and other tangible assets at 31 December 2022 are as follows:

In USD thousands Vessels Equipment Total

Acquisition cost at 1 January 2022 685,214 27 685,241

Additions – Acquisition of vessels 171,343 - 171,343

Additions – Drydocking 6,972 - 6,972

Additions – Technical upgrade 4,560 - 4,560

Additions - 12 12

Disposals of vessels (10,812) - (10,812)

Acquisition cost 31 December 2022 857,279 39 857,318

Acc. depreciation at 1 January 2022 (211,935) (6) (211,941)

Acc. impairment at 1 January 2022 (62,695) - (62,695)

Depreciation for the period (25,273) (9) (25,282)

Disposals 10,812 - 10,812

Acc. depreciation and impairment at 31 December 2022 (289,092) (15) (289,107)

Carrying amount at 31 December 2022 568,187 24 568,211

Acquisition cost at 1 January 2021 679,000 12 679,012

Additions – Drydocking 3,990 - 3,990

Additions – Technical upgrade 2,224 - 2,224

Additions - 15 15

Acquisition cost 31 December 2021 685,214 27 685,241

Acc. depreciation at 1 January 2021 (190,766) (5) (190,771)

Acc. impairment at 1 January 2021 (62,695) - (62,695)

Depreciation for the period (21,169) (2) (21,171)

Disposals - - -

Acc. depreciation and impairment at 31 December 2021 (274,630) (6) (274,636)

Carrying amount at 31 December 2021 410,584 20 410,605

As at 31 December 2022, the Group operated 19 PCTC vessels.

In January 2022, the Group acquired the two PCTC vessels Passama and Passero (later renamed Viking

Passama and Viking Passero) for a total consideration of USD 61,628,000 with partial payment in cash and

newly issued shares.

In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the

Group exercised a purchase option under the lease agreement and entered into a USD 15 million senior

secured credit facility agreement to finance this vessel and also the PCTC vessel Viking Princess. The Viking

Drive has hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the

12 months period ending 31 December 2022. The purchase price for the vessel comprised the lease liability

outstanding at USD 13,148,000.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the

Group exercised a purchase option under the lease agreement and entered into a USD 40 million accordion

term loan under the existing senior secured credit facility agreement to finance the vessel. The vessel has

hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the 12-months’

period ending 31 December 2022. The purchase price for the vessel comprised the lease liability outstanding

at USD 27,517,000.

In November 2022 the Group acquired the PCTC vessel Paglia (later renamed Viking Paglia) for a total

consideration of USD 49 million with partial payment in cash and newly issued shares.

Vessels include dry-docking and technical upgrades. The carrying amount for dry-docking was USD 13,177,000

at 31 December 2022 (31 December 2021: USD 7,892,000).

Vessels with carrying value of USD 568,187,000 at 31 December 2022 have been pledged to secure the various

credit facilities (31 December 2021: USD 410,585,000), ref note 16.

At each reporting date, the Group evaluates whether there is an indication that an asset may be impaired.

An assessment of the recoverable amount is made when an impairment indicator exists. At 31 December

2022 no such indicators have been identified.

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Given that the valuation in connection with the private placement carried out in January 2022 (ref note 4

and 28) was below the book equity as at 31 December 2021, management has performed impairment tests

of all vessels in the Group as at 31 December 2021. This assessment did not lead to any impairment charges

as the recoverable amounts are higher than the carrying amounts for all vessels. The assessment is based

on discounted cashflow analysis to assess the values of all vessels based on value in use. Main assumptions

include weighted average cost of capital (WACC) of 7.0%, historical average time charter hire rates and

utilisation, an estimated steel scrap price of USD 300/ldwt net of scrapping costs and 2% annual cost inflation

and growth in time charter hire.

Based on the value in use calculations, an increase in discount rate by 200 basis points would result in a

decrease of Vessels and other tangible assets value in use by USD 80 million. A change in charter rate by

10% would impact Vessels and other tangible assets value in use by USD 85 million. Neither of these changes

would lead to any impairment.

Note 12 Right-of-use assets

Details of the Group’s right-of-use assets at 31 December 2022 are as follows:

In USD thousands Vessels Office premises Total

Acquisition cost at 1 January 2022 77,113 1,537 78,650

Additions – Drydocking 948 - 948

Additions – Technical upgrade 22 - 22

Additions – Transaction costs 107 - 107

Additions – Office premises - 2 2

Disposal – Right-of-use assets (78,191) (244) (78,435)

Acquisition cost 30 December 2022 - 1,294 1,294

Acc. depreciation and impairment 1 January 2022 (14,743) (1,036) (15,779)

Depreciation for the period (1,846) (341) (2,188)

Disposals 16,589 223 16,813

Acc. depreciation and impairment at 31 December 2022 - (1,153) (1,153)

Carrying amount at 31 December 2022 - 141 141

Acquisition cost at 1 January 2021 126,690 1,287 127,977

Additions – Drydocking 803 - 803

Additions – Technical upgrade 32 - 32

Additions - 249 249

Disposals of Right-of-use assets (50,412) - (50,412)

Acquisition cost 31 December 2021 77,113 1,537 78,650

Acc. depreciation and impairment 1 January 2021 (18,658) (676) (19,334)

Depreciation for the period (3,827) (360) (4,187)

Disposals 7,743 - 7,743

Acc. depreciation and impairment at 31 December 2021 (14,743) (1,036) (15,779)

Carrying amount at 31 December 2021 62,370 501 62,871

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In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the

Group exercised a purchase option under the lease agreement and entered into a USD 15 million senior

secured credit facility agreement to finance this vessel and also the PCTC vessel Viking Princess. The Viking

Drive has hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the

12-months’ period ending 31 December 2022.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the

Group exercised a purchase option under the lease agreement and entered into a USD 40 million accordion

term loan under the existing senior secured credit facility agreement to finance the vessel. The vessel has

hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the 12-months’

period ending 31 December 2022.

At each reporting date, the Group evaluates whether there is an indication that an asset may be impaired.

An assessment of the recoverable amount is made when an impairment indicator exists. At 31 December

2022 no such indicators have been identified.

Given that the valuation in connection with the private placement carried out in January 2022 (ref note 4

and 28) was below the book equity as at 31 December 2021, management has performed impairment tests

of all vessels in the Group as at 31 December 2021. This assessment did not lead to any impairment charges

as the recoverable amounts are higher than the carrying amounts for all vessels. The assessment is based

on discounted cashflow analysis to assess the values of all vessels based on value in use. Main assumptions

include weighted average cost of capital (WACC) of 7.0%, historical average time charter hire rates and

utilisation, an estimated steel scrap price of USD 300/ldwt net of scrapping costs and 2% annual cost inflation

and growth in time charter hire.

Based on the value in use calculations, an increase in discount rate by 200 basis points would result in a

decrease of Right-of-assets value in use by USD 50 million. A change in charter rate by 10% would impact

Right-of-assets value in use by USD 37 million. Neither of these changes would lead to any impairment.

Note 13 Trade and other receivables

In USD thousands 31 Dec 2022 31 Dec 2021 31 Dec 2020

Trade receivables 436 245 353

Tax receivables 829 - -

Other current assets - 1,458 -

Other receivables 3,232 136 305

Total trade and other receivables 4,498 1,839 658

Tax receivable of USD 829,000 as per 31 December 2022 comprise of input value added tax and withholding

tax relating to an equity distribution from the Norwegian Shipowners’ Mutual War Risk Insurance Association

which is reimbursable to the Group.

Other receivables of USD 3,232,000 as per 31 December 2022 include expected proceeds related to claims

under the Group’s marine insurance policies.

Other current assets of USD 1,458,000 as per 31 December 2021 comprise transaction fees incurred in

connection with the private placement and listing of the Company on the Euronext Growth completed

in January 2022 and are eligible for capitalisation. These expenses are recognised under other equity in

following the completion of the private placement and listing.

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Note 14 Cash and cash equivalents

In USD thousands 31 Dec 2022 31 Dec 2021 31 Dec 2020

Bank deposits (USD) 27,823 15,756 11,215

Bank deposits (NOK) 1,222 41 179

Bank deposits (NOK) – Restricted (employee withholding tax account) 1,048 89 92

Bank deposits (SGD) 53 74 85

Bank deposits (EUR) 74 - -

Cash 67 - -

Total cash and cash equivalents 30,287 15,960 11,571

Note 15 Other current assets

In USD thousands 31 Dec 2022 31 Dec 2021 31 Dec 2020

Deposits 196 206 215

Other current assets 3,814 306 402

Total other current assets 4,010 512 617

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Note 16 Interest-bearing debt

USD thousands 31 Dec 2022 31 Dec 2021 1 Jan 2021

Interest-bearing debt – non-current 303,372 63,437 328,530

Amortised debt issuance costs (6,327) - (560)

Total non-current interest-bearing debt 297,045 63,437 327,970

Interest-bearing debt – current 42,271 263,323 4,413

Total interest-bearing debt 339,316 326,760 332,383

In January 2022, the Group entered into a USD 222 million senior secured credit facility agreement for the

refinancing of 13 PCTC vessels, ref note 4.

In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the Group

exercised a purchase option and entered into a USD 15 million senior secured credit facility agreement to

finance the vessel. Collateral under the facility comprises the two PCTC vessels Viking Drive and Viking Princess.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the

Group exercised a purchase option under the lease agreement and entered into a USD 40 million accordion

term loan under the existing senior secured credit facility agreement to finance the vessel.

In November 2022 the Group acquired the PCTC vessel Paglia (later renamed Viking Paglia) for a total

consideration of USD 49,000,000 with partial payment of USD 39.2 million in cash and issuance of 563,218

newly issued shares. The Group entered into a USD 40 million accordion term loan under the existing senior

secured credit facility agreement to finance the vessel.

The USD 302 million senior secured credit facility include revolving credit facilities of USD 60 million. As at

31 December 2022 USD 15 million of the revolving credit facility was undrawn.

As per 31 December 2022, the Group is in compliance with all financial covenants and value maintenance

tests, including value adjusted equity of minimum 35% and at all times USD 50 million; minimum cash of no

less than the greater of 5% of total interest-bearing debt outstanding and USD 10 million; and fair market

value of at least 130% of interest-bearing debt outstanding.

Details of the Group’s interest-bearing debt at 31 December 2022 are as follows:

USD thousands Currency

Facility

amount Margin Maturity

Out-

standing

USD 302 million senior secured credit facility USD 262,000 LIBOR +2.95% Jan 2027 228,183

USD 302 million senior secured credit facility

(Viking Paglia) USD 40,000 SOFR +2.40% Jan 2027 40,000

USD 15 million senior secured credit facility USD 15,000 LIBOR+ 4.70% Apr 2025 12,500

Lease (Viking Adventure/Viking Bravery) USD 70,000 LIBOR +4.00% Jan 2030 64,960

345,643

Amortised debt issuance costs (6,327)

Total interest-bearing debt at

31 December 2022 339,316

The USD 302 million and USD 15 million senior secured credit facilities are secured by mortgages over 17 of the

Group’s vessels. In addition, the debts are secured by assignment of earnings and insurances.

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Details of interest-bearing debt at 31 December 2021 and 1 January 2021 are as follows:

USD thousands Currency

Facility

amount Margin Maturity 31 Dec 2021 1 Jan 2021

USD 257m senior secured credit facility USD 257,000 3.00% Jan 2022 258,223 263,131

USD 96m senior secured credit facility USD 96,000 2.85% Apr 2023 68,537 69,812

326,760 332,943

Amortised debt issuance costs - (560)

Total interest-bearing debt 326,760 332,383

Reconciliation of movements in Group’s interest-bearing debt for the 12-months’ period ending 31 December

2022 and year ending 31 December 2021:

USD thousands 2022 2021

Interest-bearing debt (current and non-current) at beginning of period 326,760 332,383

Repayment of debt (368,116) (7,393)

Interest capitalised to loan - 1,210

Issuance of new debt 387,000 -

Debt issuance costs (7,523) -

Non-cash amortisation of debt issuance costs 1,196 560

Interest-bearing debt (current and non-current) at end of period 339,316 326,760

Note 17 Lease liabilities

Lease liabilities amounting to USD 154,000 as per 31 December 2022 comprise of lease liabilities relating to the

office premises in Oslo and Singapore, all of which are current and due within 12-months’.

Details of lease liabilities at 31 December 2021 and 1 January 2021 are as follows:

USD thousands Currency

Facility

amount Margin Maturity 31 Dec 2021 1 Jan 2021

Lease (Viking Destiny) USD 41,702 3.85% Mar 2027 32,774 34,546

Lease (Viking Drive) USD 19,000 2.85% May 2022 14,011 14,627

Lease (Viking Conquest) USD 52,000 3.00% Aug 2021 - 45,274

Other lease liabilities USD 594 704

Total lease liabilities 47,379 95,151

Reconciliation of movements in Group’s lease liabilities for the 12-months’ period ending 31 December 2022

and year ending 31 December 2021:

USD thousands 2022 2021

Lease liabilities (current and non-current) at beginning of period 47,379 95,151

Repayment of lease liabilities (47,226) (48,140)

Addition - 249

Interest capitalised - 393

Non-cash amortisation of interest - (274)

Lease liabilities (current and non-current) at end of period 154 47,379

In April 2022, the Group completed a refinancing of the lease for the PCTC vessel Viking Drive, whereby the

Group exercised a purchase option and entered into a senior secured credit facility agreement to finance

the vessel, ref note 11 and 12.

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In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the

Group exercised a purchase option and entered into a USD 40 million accordion term loan under the existing

senior secured credit facility agreement to finance the vessel, ref note 11 and 12.

Note 18 Redeemable convertible loans

In July 2019 redeemable convertible loans with nominal value of 15,000,000 and coupon at 10% per annum

were issued by Gram Car Carriers Holdings Pte. Ltd., the ultimate parent company of the Old Group. In

September 2020 additional redeemable convertible loans with nominal value of USD 7,502,000 were issued

on the same terms. In January 2022 in connection with the restructuring (ref note 4), all redeemable

convertible loans and accrued interest had been converted into ordinary shares of Gram Car Carriers

Holdings Pte. Ltd. at conversion price USD 0.05 per ordinary share.

Reconciliation of movements in Group’s redeemable convertible loans for the 12-months’ period ending

31 December 2022 and year ending 31 December 2021:

USD thousands 2022 2021

Redeemable convertible loans (incl. capitalised interest) at beginning of period 27,483 24,958

Interest capitalised 186 2,525

Conversion of redeemable convertible loans to equity 27,669 -

Redeemable convertible loans (incl. accrued interest) at end of period - 27,483

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Note 19 Trade and other payables

In USD thousands 31 Dec 2022 31 Dec 2021 1 Jan 2021

Trade payables 1,448 354 1,745

Accrued interest 1,087 1,819 2,394

Accrued expenses 6,000 7,742 5,535

Other payables 2,058 681 26

Total trade and other payables 10,593 10,596 9,700

Note 20 Transactions with related parties

In January 2022, the Group acquired the two PCTC vessels Passama and Passero (later renamed Viking

Passama and Viking Passero) from MS “Passama” GmbH & Co. KG and MS “Passero” GmbH & Co. KG, entities

controlled by the vice chair of the Board, Nikolaus H. Schües and family. The consideration for the two vessels

was USD 61,628,000 and was settled partly by cash and partly by issuance of shares as part of the private

placement carried out in January, ref note 4.

In November 2022 the Group acquired the PCTC vessel Paglia (later renamed Viking Paglia) from MS “Paglia”

GmbH & Co. KG, an entity controlled by the vice chair of the Board, Nikolaus H. Schües and family. The total

consideration for the vessel was USD 49 million of which USD 39.2 million was settled in cash using the

proceeds from new debt and USD 9.8 million settled through the issuance of 563,218 shares.

The Group has entered into technical ship management agreements with Reederei F. Laeisz G.m.b.H. under

which the Group purchases technical ship management services for three PCTC vessels. Reederei F. Laeisz

G.m.b.H. is a company controlled by the vice chair of the Board, Nikolaus H. Schües and family.

The Group makes use of commercial brokerage services from Martini Dry Chartering GmbH & Co. KG for

which the Group pays charter hire commissions. Martini Dry Chartering GmbH & Co. KG is a Company con-

trolled by the vice chair of the Board, Nikolaus H. Schües and family.

In consideration for acting as commercial adviser for Global Auto Carriers AS and its subsidiaries (GAC) in

connection with four newbuilds ordered by GAC, the Group will receive commissions equal to 1% of the gross

contract price for the vessels. Global Auto Carriers AS is controlled by shareholders of GCC and therefore

considered a related party.

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The Group has entered into a trademark license agreement with P D Gram & Co AS for the Group’s use of

the “Gram” wordmark, name and figurative mark. P D Gram & Co AS, a company controlled by the Gram

family, hereunder Head of Projects Harald Mathias Gram, Board Member Nils Kristoffer Gram and the Group’s

founder Peter D. Gram.

Details of the Group’s transactions with related parties are as follows:

In USD thousands Related party 2022 2021

Technical ship management fees Reederei F. Laeisz G.m.b.H. (343) -

Charter hire commissions Martini Dry Chartering GmbH & Co. KG (187) -

Commissions Global Auto Carriers Group 341 -

Trademark license P D Gram & Co AS (206) -

All related party transactions are carried out at market terms.

Note 21 Group companies

Overwiew of the Company’s subsidiaries as listed below:

Name of company Principal Activities

Place of

business/incorporation Ownership

Gram Car Carriers Shipowning AS Shipowning Norway 100%

Gram Car Carriers Leasing 1 AS Shipowning Norway 100%

Gram Car Carriers Leasing 2 AS Shipowning Norway 100%

Gram Car Carriers Leasing 3 AS Shipowning Norway 100%

Gram Car Carriers Management AS Management company Norway 100%

Gram Car Carriers Services Pte. Ltd. Management company Singapore 100%

Gram Car Carriers Leasing 2 AS has been liquidated in 2023.

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Note 22 Share capital and shareholders

In USD thousands No. of shares Share capital

1 January 2022 10,000,000 125

Reverse split (26.497:1) (9,622,605) -

Share capital increase 17 January 2022 10,774,182 3,623

Share capital increase 17 January 2022 17,570,227 5,909

Share capital increase 28 November 2022 563,218 166

31 December 2022 29,285,022 9,822

3 August 2021 (date of incorporation) 1,000,000 113

Shares capital increase 12 October 2021 (reduction par value) - 12

Split par value (1:10) 9,000,000 -

31 December 2021 10,000,000 125

On 17 January 2022, the Board of Directors had proposed, and an extraordinary genereal meeting of the

Company resolved to carry out a reverse split of the Company’s shares in the ratio 26.4974 to 1, whereby the

par value was increased from NOK 0.11 to NOK 2.9147. The number of shares was reduced from 10,000,000 to

377,395 following the reverse split.

Following the private placement in connection with the listing of the Company’s shares on Euronext Growth

and the acquisition of 18 PCTC vessels, capital increases were proposed by the Board of Directors and

resolved by the extraordinary general meeting of the Company on 17 January 2022 whereby the share

capital was increased by NOK 82,615,959 from NOK 1,100,000 to NOK 83,715,959 by issuance of 28,344,409 new

shares, each with a par value of NOK 2.9147. The shares were subscribed for at a price of NOK 53.00, whereof

the amount of NOK 1,419,637,718 was transferred to share premium. 16,687,124 of the new shares were issued

as part of the consideration paid for the 18 vessels acquired.

On 28 November 2022, the Company issued 563,218 shares as partial payment in connection with the

acquisition of the PCTC vessel Paglia (later renamed Viking Paglia).

At 31 December 2022 the share capital of the Company consists of 29,285,022 shares with par value per

share of NOK 2.9147. All issued shares are of equal rights and are fully paid up.

Largest shareholders at 31 December 2022 are set out below:

Shareholder No of shares In % of total

F. Laeisz GmbH 7,945,229 27.13%

AL Maritime Holding Pte. Ltd. 2,686,706 9.17%

Glenrinnes Farms Limited 1,938,782 6.62%

HM Gram Investments III Limited/HM Gram Enterprises Limited/HMG AS 1,790,496 6.11%

Car Carrier Partners L.P. 1,220,901 4.17%

AS Straen 817,688 2.79%

BNP Paribas (nominee) 782,040 2.67%

BNP Paribas (nominee) 710,122 2.42%

Verdipapirfondet DNB SMB 590,577 2.01%

Larsson Shipping AB 589,658 2.01%

Hamilton Carriers Ltd 499,638 1.71%

Hesnes Invest AS 414,136 1.41%

Svenska Handelsbanken AB 389,290 1.33%

BNP Paribas (nominee) 358,683 1.22%

UBS Switzerland AG 354,736 1.21%

Verdipapirfondet Storebrand Norge 301,006 1.03%

Surfside Holding AS 300,000 1.02%

Songa Capital AS 296,681 1.01%

The Bank of New York Mellon 239,111 0.82%

Currus Navi AS 238,009 0.81%

Others 6,821,533 23.29%

Total 29,285,022 100.00%

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Management and Board Members’ shareholdings in the Company are set out below:

Name Position Held through No of shares In % of total

Georg A. Whist Chief Executive Officer Currus Navi AS 238,009 0.81%

Børre Mathisen Chief Operating Officer 30,035 0.10%

Gunnar Koløen Chief Financial Officer 18,745 0.06%

Harald Mathias Gram Head of Projects HM Gram Investments III Limited/HM Gram Enterprises Limited/HMG AS 1,790,496 6.11%

Ivar Hansson Myklebust Chair of the Board H & M Hinderaker & Myklebust AS 30,000 0.10%

Nikolaus H. Schües Vice Chair F. Laeisz GmbH 7,945,229 27.13%

Alasdair James Dougall Locke Board Member Glenrinnes Farms Limited 1,938,782 6.62%

Christine Rødsæther Board Member 18,745 0.06%

Nils Kristoffer Gram Board Member 2,800 0.01%

Clivia Catharina Breuel Board Member AL Maritime Holding Pte. Ltd.

2,686,706 9.17%

Total 14,699,547 50.19%

AL Maritime Holding Pte. Ltd. is a close associate of Clivia Catharina Breuel and alternate Board member Nicolaus Bunnemann.

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Note 23 Earnings per share

USD thousands 2022 2021

Earnings:

Earnings for the purpose of basic earnings per share being profit/ (loss) for the period attributable to the equity holders of the parent company 23,877 (7,472)

Number of shares:

Weighted average number of shares for the purpose of basic earnings per share 28,772,725 291,548,926

Effect of dilutive potential shares:

Redeemable preference shares - 28,441,414

Redeemable convertible loans - 543,217,153

Long-term incentive program 326,575 -

Share option incentive plan 79,337 7,412,875

Weighted average number of shares for the purpose of diluted earnings per share 29,178,637 870,620,368

Earnings per share (USD):

Basic earnings per share 0.83 (0.03)

Diluted earnings per share 0.82 (0.01)

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Note 24 Share-based payments

The Group has two long-term incentive programmes for employees involving share-based compensation.

Long-term incentive program

During 2022 a long-term incentive program for all employees of the Group was introduced. The purpose of

the long-term incentive program is to increase the employees’ ownership in the Company, align employees’

interests with the interests of the Company’s shareholders, and to reinforce their identification with the

Company and the development of long-term values. A total of 13 employees, have committed to participate

in the program, all of which have committed to lock-up a number of their shares for the duration of the

program. The award date of the program was 10 July 2022 and the vesting period for the program is from the

award date until 30 May 2025.

Pursuant to the program, the participants will upon completion of the vesting period receive three shares per

committed share, each contingent on the following criteria:

1. In order to participate in the program, and to receive the first matching share, is that the participants

comply with the lock-up of their respective shares and continue to be employed by the Group during the

vesting period.

2. The second matching share depends on the annual shareholder return and/or share performance during

the vesting period, based on the development of the share price in the same period. The assessment of

the development shall take into account any dividends paid during the period. Between 8% and 12% shares

are earned on a linear scale, where 8% is zero and 12% is one share.

3. The third matching share is linked to the Group’s ESG rating in the annual ESG survey conducted by

Position Green Advisory AS, and depends on the rating of the Company as at the last day of the vesting

period. The minimum requirement for any third matching share is a rating of C, and a rating of B qualifies

for one full share.

As of 31 December 2022, the participating employees have committed a total of 94,634 shares in connection

with the program meaning up to 283,902 new shares in aggregate may be issued as part of the program.

The estimated fair value of the program at the grant date was USD 1,105,000.

Share option incentive plan

During 2022 the Group also introduced a share option incentive plan for executive management. The

program has a vesting period from 26 August 2022 (the grant date) until 12 May 2025, with one third of the

options vesting each year. The strike price for the options has initially been set to NOK 94.6154, based on the

5-trading day volume weighted average price (VWAP) as of the annual general meeting of the Company

held on 12 May 2022. The strike price will be subject to an annual increase of 10% on a non-accumulating

basis up to the exercise date, adjusted for any dividends paid by the Company in the period. Subject to

options having vested, the option holder may exercise the options each year during pre-set exercise periods.

Exercised options will primarily be settled in shares, but may be settled in cash at the discretion of the Board

of Directors. The options expire 12 May 2027, two years after the last vesting date.

As of 31 December 2022, a total of 800,000 share options have been issued under the program. Each option,

when exercised, carries the right to acquire one share in the Company.

The fair value of share options is estimated using the Black-Scholes option pricing model for each tranche.

The significant assumptions used to estimate fair value of the share options are as follows:

800,000

share options

Grant date 26 Aug 2022

Share price at grant date (in NOK) 108.00

Strike (in NOK)

104.08–141.92

Expected volatility

40.00%

Risk free interest rate 3.00%

Weighted average contractual life (in years) 4.71

Fair value of each share option at grant date (in NOK) 31.64

The strike price for the share options has initially been set to NOK 94.6154, based on the 5-trading day volume weighted average

price (VWAP) as of the annual general meeting of the Company held on 12 May 2022. The strike price will be subject to an annual

increase of 10% on a non-accumulating basis up to the exercise date, adjusted for any dividends paid by the Company in the

period.

The expected volatility is based on the volatility for a selection of comparable peer companies.

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Note 25 Financial instruments

Categories of financial assets are set out below:

USD thousands 31 Dec 2022 31 Dec 2021 1 Jan 2021

Instruments at amortised cost:

Other non-current assets 506 1,159 1,159

Trade and other receivables 4,498 1,839 658

Cash and cash equivalents 30,287 15,960 11,571

Total financial assets 35,291 18,958 13,388

Fair value of trade and other receivables and cash and cash equivalents approximate their carrying

amounts measured at amortised cost due to the short-term maturities of these assets.

Categories of financial liabilities are set out below:

USD thousands 31 Dec 2022 31 Dec 2021 1 Jan 2021

Instruments at amortised cost:

Interest-bearing debt 339,316 326,760 332,383

Lease liabilities 154 47,379 95,151

Redeemable convertible loans - 27,483 24,958

Trade and other payables 10,593 10,596 9,700

Instruments at fair value through profit and loss:

Derivative financial instruments (interest rate caps) - 98 163

Total financial liabilities 350,063 412,316 462,355

The fair market value of interest-bearing debt is estimated by discounting future cash flows using rates for

debt on similar terms, credit risk and remaining maturities. Fair value of interest-bearing debt approximate

the carrying amounts as there have been no significant changes in the market rates for similar debt

financing between the date of securing the financing and the reporting date.

The fair market value of derivative financial instruments has been determined using appropriate market

information and valuation techniques.

Note 26 Financial risks and capital management

The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk, liquidity

risk and other risks that my impact on the value of assets, liabilities and future cash flows.

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in foreign exchange rates. The Group has limited exposure to currency risk since the commercial

transactions are primarily in United States dollar which is the functional currency of the Company and

most of its subsidiaries. All the Groups’ interest-bearing debt and lease liabilities are denominated in USD.

The Group has exposure to NOK and SGD as certain expenses and a portion of cash and cash equivalents,

other current assets, trade and other payables and other current liabilities are in NOK and SGD. No financial

instruments have been entered into to mitigate this risk as the impact is not considered to be material.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate

because of changes in interest rates. The Group is exposed to significant interest rate risks arising from its

floating rate interest-bearing debt. The Group’s bank borrowings at variable rates are denominated mainly in

USD. The Group may from time to time seek to mitigate a substantial portion of this exposure by entering into

derivative financial instruments, including interest rate swaps and/or interest rate caps. As per 31 December

2022 the Group had not entered into any such instruments. A 50 basis points increase in the short-term

US Libor rate would increase interest expense by about 7% during the 12-months’ financial period ending

31 December 2022. Total floating rate interest-bearing debt as at 31 December 2022 was USD 345,643,000.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the Group. In order to minimise credit risk, the Group aims to enter into contracts only with

creditworthy counterparts. Prior to entering into charter parties, the Group evaluates each customer by

making an assessment of their financial position, past performance and other factors. Charter hire is paid

in advance, effectively reducing potential exposure to credit risk. Bank deposits are only deposited with

internationally recognised financial institutions.

Liquidity risk refers to the risk of the Group not being able to meet its financial obligations when they fall due.

The Group continuously monitors its projected cash flows and liquidity and maintains a level of cash and

cash equivalents and/or undrawn committed credit facilities deemed adequate to finance the Group’s

operations and to ensure the ability to meet its obligations at all times.

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Details of the Group’s contractual maturities of financial liabilities on a non-discounted basis as at

31 December 2022 are as follows:

USD thousands < 1 year 1–3 years 4–5 years > 5 years Total

Interest-bearing debt 42,271 83,990 187,768 31,615 345,643

Lease liabilities 154 - - - 154

Interest 24,874 34,057 9,853 3,388 72,172

Trade and other payables 10,593 - - - 10,593

Details of the Group’s contractual maturities of financial liabilities on a non-discounted basis as at

31 December 2021 are as follows:

USD thousands < 1 year 1–3 years 4–5 years > 5 years Total

Interest-bearing debt 263,323 63,437 - - 326,760

Lease liabilities 16,902 5,240 5,025 20,212 47,379

Redeemable convertible loans 27,483 - - - 27,483

Interest 6,021 3,844 2,452 265 12,582

Trade and other payables 10,956 - - - 10,956

Derivative financial instruments 98 - - - 98

Capital management

A key objective of the Group’s capital management is to ensure that the Group maintains a sound capital

structure and adequate liquidity to support its business activities and maximise shareholder value. The

Group continuously evaluates its capital structure based on current and projected cash flows, prevailing

market conditions, growth opportunities and financial commitments.

The Group monitors its capital structure using equity ratio and cash and cash equivalents measured against

total interest-bearing debt outstanding. As at 31 December 2022 the book equity ratio was 40.0%. Cash and

cash equivalents represent 8.0% of total interest-bearing debt outstanding.

Financial covenants include value adjusted equity of minimum 35% and at all times USD 50 million; minimum

cash of no less than the greater of 5% of total interest-bearing debt outstanding and USD 10 million; and fair

market value of at least 130% of interest-bearing debt outstanding. The Group aims at maintaining a capital

structure with adequate headroom on all these requirements.

The Company has a stated policy of returning 50% of net profits to shareholders by way of dividends or

distribution of paid up capital. During the period 1 January 2022 – 31 December 2022 the Company has

made a total of NOK 70,044,000 in distributions to shareholders. An additional distribution was approved

by the Board of directors on 8 February 2023, resulting in a distribution of NOK 51,249,000 to shareholders in

March 2023.

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Note 27 Subsequent events

Subsequently to the balance sheet date the Group has entered into new time charter parties with estimated

total gross revenue amounting to USD 60.8 million.

Note 28 Adjustments relating to comparative period figures for the year

ended 31 December 2021

As described in note 4 Gram Car Carriers ASA and its subsidiaries have acquired all the activities of Gram

Car Carriers Holdings Pte. Ltd. and its subsidiaries (the “Old Group”). Carrying values in the Group’s financial

statements are on a going concern basis (continuity), whereas Old Group 2021 financial statements are

prepared on a basis other than that of a going concern as the sale of its assets is deemed to be a realisation

and the Old Group will commence liquidation proceedings subsequently to the sale of all its assets to the

Group. Consequently, the carrying values of assets in the Old Group had been impaired to net realisable

value and classified as assets held for sale as at 31 December 2021. Net realisable value represents the

deemed value of the assets implied from the pricing of the private placement carried out by the Group in

January 2022. In order for carrying values of assets to be on a going concern basis relevant adjustments

have been made in the Group’s financial statements comparable numbers for 2021. This note explains the

principal adjustments made by the Group in adjusting its Singapore FRS financial statements, including

the statement of financial position as of 31 December 2021 and the income statement for the year ended

31 December 2021 on the basis of going concern.

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CONSOLIDATED STATEMENT OF INCOME

In USD thousands Notes Old Group 2021

Going concern adj 2021

Operating revenue 78,029 - 78,029

Vessel operating expenses (34,479) - (34,479)

Administrative expenses (8,162) - (8,162)

Operating profit before depreciation (EBITDA) 35,388 - 35,388

Depreciation (24,792) - (24,792)

Impairment (40,875) 40,875 -

Operating result (EBIT) (30,279) 40,875 10,596

Financial income 339 - 339

Financial expenses (18,402) - (18,402)

Loss before tax (EBT) (48,341) 40,875 (7,466)

Income tax expense (6) - (6)

Loss for the period (48,346) 40,875 (7,472)

Attributable to:

Equity holders of the parent company (44,106) (7,935)

Non-controlling interests (4,240) 463

(48,346) (7,472)

Prepared in accordance with Singapore Financial Reporting Standards (Singapore FRS), reference is made to Note 29 – First-time adoption of IFRS.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

In USD thousands Note Old Group 31 Dec 2021

Going concern adj Reclassification 31 Dec 2021

Assets 454,496 40,875 (686) 494,683

Non-current assets 678 473,957 - 474,635

Vessels and other tangible assets/ Property, plant and equipment A 18 410,587 - 410,605

Right-of-use assets A 501 62,370 - 62,871

Other non-current assets/ Other investment C 159 1,000 - 1,159

Current assets 453,818 (433,082) (686) 20,049

Assets held for sale A 432,082 (432,082) - -

Inventories 1,738 - - 1,738

Trade and other receivables C 3,525 (1,000) (686) 1,839

Cash and cash equivalents 15,960 - - 15,960

Prepayments 512 - - 512

Equity and liabilities 454,496 40,875 (686) 494,683

Equity A 38,739 40,875 (375) 79,239

Non-current liabilities 44 121,353 - 121,397

Interest-bearing debt – non-current B - 63,437 - 63,437

Lease liabilities – non-current B 44 30,433 - 30,477

Redeemable convertible loans D - 27,483 - 27,483

Current liabilities 415,713 (121,353) (311) 294,048

Liabilities directly associated with assets classified as held for sale A/B 374,588 (374,588) - -

Interest-bearing debt – current B - 263,323 - 263,323

Lease liabilities – current B 551 16,351 - 16,902

Redeemable convertible loans D 22,502 (22,502) - -

Trade and other payables B/D 14,845 (3,937) (311) 10,596

Derivative financial instruments 98 - - 98

Deferred income 3,129 - - 3,129

Prepared in accordance with Singapore Financial Reporting Standards (Singapore FRS), reference is made to Note 29 – First-time adoption of IFRS.

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Reclassification of Vessels and other tangible assets and

Right-of-use assets and reversal of impairment (Note A)

During January 2022 Old Group had sold 13 PCTC vessels and novated 3 leases under which the Old Group

had the right of use of 3 PCTC vessels. At 31 December 2021 these vessels and right-of-use assets had been

impaired to net realisable value and reclassified from Vessels and other tangible assets and Right-of-use

assets to Assets held for sale in Old Group’s 2021 financial statements. Net realisable value represents the

deemed value of the assets implied from the pricing of the private placement carried out by the Group in

January 2022. Adjustments have been made to reverse an impairment charge amounting to USD 40,875,000

against equity and also to reverse the reclassification to Assets held for sale. Total adjustment to Vessels

and other tangible assets amount to USD 410,587,000. Total adjustment to Right-of-use assets amount to

USD 62,370,000.

USD 375,000 represent adjustments related to liquidation of Old Group.

Reclassification of Liabilities directly associated with assets classified as held for sale (Note B)

Liabilities directly associated with assets classified as held for sale (ref paragraph above – Note A) have

been reclassified with USD 63,437,000 to Interest-bearing debt – non-current and USD 263,323,000 to

Interest-bearing debt – current and USD 30,433,000 to Lease liabilities – non-current and USD 16,351,000 to

Lease liabilities – current. USD 1,044,000 of accrued interest on one of the interest-bearing debt have been

reclassified from Trade and other payables to liabilities directly associated with assets classified as held for

sale.

Reclassification of Trade and other receivables (Note C)

USD 1,000,000 of Trade and other receivables have been reclassified to Other non-current assets. This

amount comprises a seller’s credit extended to the lessor under one of the leases that had been novated

(ref paragraph above – Note A).

Reclassification of Redeemable convertible loans and Trade and other payables (Note D)

Redeemable convertible loans amounting to USD 22,502,000 have been reclassified from current to non-

current liabilities. USD 4,981,000 of accrued interest on redeemable convertible loans have been reclassified

from Trade and other payables to Redeemable convertible loans (non-current).

Note 29 First-time adoption of IFRS

The consolidated financial statements for the period 1 January 2022 – 31 December 2022 are the first financial

statements the Group has prepared in accordance with IFRS. Comparable figures for periods up to and

including the year ended 31 December 2021 (ref note 1 and 2) were prepared in accordance with Singapore

Financial Reporting Standards (‘Singapore FRS’).

Accordingly, the Group has prepared financial statements that comply with IFRS, applicable as of

31 December 2022, together with the comparative period figures for the year ended 31 December 2021. In

preparing the financial statements, the Group’s opening statement of financial position was prepared as of

1 January 2021, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the

Group in restating its Singapore FRS financial statements, including the statement of financial position as of

1 January 2021 and the income statement for the year ended 31 December 2021.

The broad policy intention of the Accounting Standards Council (Singapore) is to adopt the International

Financial Reporting Standards issued by IASB. There are no adjustments made in restating the financial

statements as described above. Adjustment made for the going concern assumption are addressed in

note 28.

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STATEMENT OF FINANCIAL POSITION AT 1 JANUARY 2021

In USD thousands

Singapore

FRS Adjustments IFRS

Assets 550,827 - 550,827

Non-current assets 492,679 - 492,679

Vessels and other tangible assets/ Property, plant and equipment 425,546 - 425,546

Right-of-use assets 65,974 - 65,974

Other non-current assets/ Other investment 1,159 - 1,159

Current assets 58,147 - 58,147

Assets classified as held for sale (Note A) 42,669 - 42,669

Inventories 2,633 - 2,633

Trade and other receivables 658 - 658

Cash and cash equivalents 11,571 - 11,571

Other current assets/ Prepayments 617 - 617

Equity and liabilities 550,827 - 550,827

Equity 86,667 - 86,667

Non-current liabilities 399,803 - 399,803

Interest-bearing debt – non-current 327,970 - 327,970

Lease liabilities – non-current 46,712 - 46,712

Redeemable convertible loans 24,958 - 24,958

Derivative financial instruments 163 - 163

Current liabilities 64,357 - 64,357

Interest-bearing debt – current 4,413 - 4,413

Lease liabilities – current 48,439 - 48,439

Trade and other payables 9,700 - 9,700

Deferred income 1,238 - 1,238

Other current liabilities 567 - 567

Assets classified as held for sale (Note A)

Assets held for sale as at 1 January 2021 relates to a right-of-use asset where the Group and the lessor had

agreed to dispose the vessel and hence it had been classified under Assets held for sale. The Group entered

into a termination and sale agreement with the lessor In April 2021. The unwinding of the lease structure

included the termination of a bareboat charter party between a subsidiary of the Group and the lessor, and

a sale of the vessel to a third party. The termination of the bareboat charter party, which coincided with

delivery of the vessel to the third-party buyer, was effective on 27 August 2021 with a recoverable value of

the vessel at USD 42,669,000, which was offset against the corresponding lease liability. Following the lease

termination and sale, the lease liability directly associated with the vessel had been settled in full in 2021.

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STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2021

In USD thousands

Singapore

FRS

Adjustments IFRS

Assets 494,683 - 494,683

Non-current assets 474,635 - 474,635

Vessels and other tangible assets/ Property, plant and equipment 410,605 - 410,605

Right-of-use assets 62,871 - 62,871

Other non-current assets/ Other investment 1,159 - 1,159

Current assets 20,049 - 20,049

Inventories 1,738 - 1,738

Trade and other receivables 1,839 - 1,839

Cash and cash equivalents 15,960 - 15,960

Other current assets/ Prepayments 512 - 512

Equity and liabilities 494,683 - 494,683

Equity 79,239 - 79,239

Non-current liabilities 121,397 - 121,397

Interest-bearing debt – non-current 63,437 - 63,437

Lease liabilities – non-current 30,477 - 30,477

Redeemable convertible loans 27,483 - 27,483

Current liabilities 294,048 - 294,048

Interest-bearing debt – current 263,323 - 263,323

Lease liabilities – current 16,902 - 16,902

Trade and other payables 10,596 - 10,596

Derivative financial instruments 98 - 98

Deferred income 3,129 - 3,129

Adjusted Singapore FRS, reference is made to Note 28 – Adjustments relating to comparative period figures for the year ended

31 December 2021.

RECONCILIATION OF TOTAL COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2021

In USD thousands

Singapore

FRS Adjustments IFRS

Operating revenue 78,029 - 78,029

Vessel operating expenses (34,479) - (34,479)

Administrative expenses (8,162) - (8,162)

Operating profit before depreciation (EBITDA) 35,388 - 35,388

Depreciation (24,792) - (24,792)

Operating result (EBIT) 10,596 - 10,596

Financial income 339 - 339

Financial expenses (18,402) - (18,402)

Loss before tax (EBT) (7,466) - (7,466)

Income tax expense (6) - (6)

Loss for the period (7,472) - (7,472)

Exchange differences on translation of foreign operations 43 - 43

Total comprehensive loss (7,429) - (7,429)

Adjusted Singapore FRS, reference is made to Note 28 – Adjustments relating to comparative period figures for the year ended

31 December 2021.

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Parent company

financial statements

Statement of income

Statement of financial position

Statement of changes in equity

Statement of cash flows

100

Notes to the financial statements

101

Note 01 General information

101

Note 02 Basis for preparation

101

Note 03 Significant accounting policies

101

Note 04 Administrative expenses

103

Note 05 Financial income and expenses

103

Note 06 Income tax

104

Note 07 Investments in subsidiaries

105

Note 08 Other current assets

105

Note 09 Transactions with related parties

106

Note 10 Share capital and shareholders

107

Note 11 Share-based payments

108

Note 12 Guarantees

109

Note 13 Subsequent events

109

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Statement of income

In USD thousands Notes 2022

3 Aug 2021

(date of incorporation)

– 31 Dec 2021

Administrative expenses 4 (4,562) (608)

Operating loss (EBIT) (4,562) (608)

Financial income 5 2,988 -

Financial expenses 5 (7,101) -

Loss before tax (EBT) (8,676) (608)

Income tax expense 6 - -

Loss for the period (8,676) (608)

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Statement of financial position

In USD thousands Notes 31 Dec 2022 31 Dec 2021

Assets 194,347 2,106

Non-current assets 148,891 1,014

Investment in subsidiaries 7 148,891 1,014

Current assets 45,456 1,092

Trade and other receivables 187 -

Loans to subsidiaries 9 43,405 -

Cash and cash equivalents 1,739 5

Other current assets 8 126 1,087

In USD thousands Notes 31 Dec 2022 31 Dec 2021

Equity and liabilities 194,347 2,106

Equity 161,750 505

Current liabilities 32,597 1,601

Trade and other payables 678 1,601

Loans from subsidiaries 9 31,919 -

Oslo, 20 April 2023

Board of Directors and Chief Executive Officer, Gram Car Carriers ASA

Ivar Hansson Myklebust Nikolaus H. Schües Alasdair James Dougall Locke Christine Rødsæther

Chair Vice Chair

Nils Kristoffer Gram Nicolaus Bunnemann Clivia Catharina Breuel Georg Alexander Whist

Chief Executive Officer

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Statement of changes in equity

In USD thousands Notes

capital

premium Acc. losses Other equity

Share-based

payments

reserve Total

1 January 2022 125 6,670 (608) (5,681) - 505

Capital increase - private placement (cash) 3,623 62,259 - - - 65,882

Capital increase - private placement (contribution in kind) 2,736 47,010 - - - 49,746

Capital increase – contribution in kind (Old Group equity holders and non-controlling interests) 3,172 54,520 - - - 57,693

Capital increase 166 9,634 - - - 9,800

Transaction costs - - - (7,060) - (7,060)

Dividend distribution - (7,042) - - - (7,042)

Share-based payment - - - - 902 902

Loss for the period - - (8,676) - - (8,676)

31 December 2022 9,822 173,051 (9,284) (12,741) 902 161,750

At incorporation 3 August 2021 113 - - - - 113

Acquisition of Gram Car Carriers Management AS 12 6,670 - (5,681) - 1,000

Loss for the period - - (608) - - (608)

31 December 2021 125 6,670 (608) (5,681) - 505

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Statement of cash flows

In USD thousands Note 31 Dec 2022

3 Aug 2021

(date of incorporation)

– 31 Dec 2021

Loss for the period (8,676) (608)

Share-based payment expense 902 -

Cash flow from operating activities before changes in working capital (7,774) (608)

Changes in working capital:

Trade and other receivables (187) -

Loans to subsidiaries 4,722 -

Other current assets 961 (1,087)

Trade and other payables (923) 1,601

Loans from subsidiaries 280 -

Cash flow used in operating activities (2,920) (94)

Investment in subsidiaries - (14)

Loans to subsidiaries (56,253)

Repayment of loans to subsidiaries 9,217

Cash flow used in investing activities (47,126) (14)

Dividend paid (7,042) -

Proceeds from issue of shares 58,822 113

Cash flow from financing activities 51,780 113

Net change in cash and cash equivalents 1,734 5

Cash and cash equivalents at beginning of period 5 -

Cash and cash equivalents at end of period 1,739 5

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Notes to the financial statements

Note 01 General information

Gram Car Carriers ASA (the ‘Company’ or the ‘Parent Company’) is

a public limited liability company (Norwegian: allmennaksjeselskap)

incorporated and domiciled in Norway, with registered address at

Bryggegata 9, 0250 Oslo, Norway. The Company was incorporated

on 3 August 2021. The principal activities of the Company is to be a

holding company for its subsidiaries which owns and operate vessels

in the pure car and truck carriers (‘PCTC’) shipping segment.

The shares of the Company are listed on Oslo Børs under the ticker

‘GCC’.

The Company has no employees as at 31 December 2022.

Note 02 Basis for preparation

The financial statements for the period 1 January 2022 – 31 December

2022 are prepared in accordance with International Financial

Reporting Standards (‘IFRS’) as issued by the International Accounting

Standards Board (‘IASB’) and adopted by the European Union.

The financial statements are based on historical cost except as

disclosed in the accounting policies.

The financial statements are presented in US Dollar (USD), which is

the functional currency of the Company. Amounts are rounded to the

nearest thousand, unless otherwise stated.

The financial statements are prepared based on the assumption of

going concern.

Only standards and interpretations that are applicable to the

Company have been included and the Company reviews the

impact of these changes in its financial statements. There are

some amendments to the standards effective from 1 January 2022.

None of these have had any effect on the Financial Statements.

The Company will adopt the relevant new and amended standards

and interpretations when they become effective, subject to EU

approval before the financial statements are issued. At the date

of the approval of these FS, the Company has not identified

significant impact to the Company FS as a result of new standards or

amendments effective 2023 or later.

Note 03 Significant accounting policies

Administrative expenses

Administrative expenses are accounted for on an accrual basis.

Expenses are charged to the income statement, except for those

incurred in the acquisition of an investment which are capitalised as

part of the cost of the investment. Expenses arising on the disposal of

investments are deducted from the disposal proceeds.

Financial income and expenses

Interest income and expense is recognised as accrued and is

presented under the financial income or expense in the income

statement.

Dividend income is recognised when the right to receive payment is