Gram Car

Carriers

Annual

report 2023

Year in brief

GCC in brief

2023 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

ESG report

Introduction

Environment

Social

ESG Governance

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

Responsibility statement

107

Auditor’s report

108

Appendix

111

TCFD

111

Transparency Act

116

SASB Table

118

GRI Index

120

Glossary / APMs

121

Forward looking statement

122

GCC in brief

Gram Car Carriers (GCC) is a tonnage provider and focuses

on providing a modern, reliable and efficient Pure Car Truck

Carriers (PCTCs) 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

18 vessels, 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 of major global and regional PCTC operators.

Investment highlights

Unique investment opportunity in leading PCTC tonnage provider

Supporting the green mobility shift.

Attractive market fundamentals

Policy of returning 75% of net profit to shareholders in quarterly dividends

Multi-year contract coverage and good earnings and cashflow visibility

Gram Car Carriers Annual report 2023

3 Year in briefYear in brief | GCC in brief

2023 highlights

Total dividend of

USD 67.2 million for

2023 distributed

quarterly in line

with policy

Executed value-adding

vessel transactions

Equal to

NOK 24.80 per share,

or USD 2.318 per

share (2022:

USD 0.408)

Admitted to trading on

OTCQX in New York in June

Full-year revenue of

USD 200.9 million, EBITDA of

USD 142.7 million and net

profit of USD 94 million

Refinanced majority of debt

facilities at lower margins

High visibility on

future earnings and

dividend backed

by near record

revenue backlog

Favourable

market outlook

with continued

high charter rates

and long contract

durations

2023 average TCE

revenue

Panamax USD 42,240

(+57%); Mid-size USD 30,000

(+34%) and Distribution fleet

USD 18,860 (+50%)

Good fleet-wide

operational performance

On straight-line basis in accordance with IFRS.

Gram Car Carriers Annual report 2023

4 Year in briefYear in brief | 2023 highlights

2023 key figures

(2022)

On straight-line basis in accordance with IFRS.

As per end of reporting period, assuming mid-point charter party redelivery date.

Revenue backlog added during 2023, including new time charters amounting to USD 175 million and existing backlog on an acquired vessel amounting to USD 18 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)

200.9

(121.0)

Average TC rate

(USD)

29,680

(18,960)

Revenue backlog added

(USD million)

193

(923)

Net profit (USD million)

(23.9)

Utilisation

98%

(97%)

Revenue backlog

1, 2

(USD million)

851

(856)

Dividend paid and proposed (USD million)

67.2

(11.9)

Average cash break-even

(USD)

17,720

(17,270)

Average contract coverage duration per vessel (years)

3.4

(3.3)

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

Letter from the CEO

Gram Car Carriers continues to deliver on strategic priorities and create significant stakeholder value

guided by our vision of being a leader in sustainable transport solutions to the global auto industry.

For 2023, this was reflected in a material increase in net

profit, cash generation and distributions to shareholders. We

strengthened our platform for long-term value creation as a

leading owner of modern car carriers through strong oper-

ational performance, contract renewals at historically high

dayrates, accretive vessel transactions and debt refinancing

at competitive terms.

We also matured our sustainability framework in support of

the green mobility shift, delivering safe, efficient operations

and high-quality logistics services to our customers. Having

successfully captured the historically strong car shipping

market by rechartering our fleet at high dayrates and long

durations, we intensified the focus on operational excellence

and conversion of our revenue backlog into stable future

cashflow and shareholder distributions.

Creating value for stakeholders

We have an average contract duration of 4.5 years for the

highest earning Panamax vessels and 3.4 years for the total

fleet, providing a very robust earnings visibility. Based on

this, we increased our dividend pay-out ratio to 75% of net

profit effective from the second quarter of 2023. The adjusted

policy supports sustainable attractive distributions, while also

allowing us to strengthen the balance sheet and consider

strategic opportunities within the car shipping market.

In line with expectations, revenue and profitability improved

through the year as our vessels commenced new charters at

high dayrates. We capitalised on high asset prices and opti-

mised our fleet. For 2023, we distributed a total of NOK 24.80, or

USD 2.318, per share to our owners including the fourth quarter

dividend paid in early 2024. This is a near six-fold increase

from 2022, reflecting both strong earnings growth and the

increased pay-out ratio from 50% to 75% starting from second

quarter 2023.

Georg A. Whist

CEO of Gram Car Carriers ASA

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

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

When combining share price appreciation and dividends

paid for 2023, the total return for the GCC share was 44%.

Total nominal return since listing in early 2022 is 347%, making

the GCC share one of the top performers on Oslo Børs in the

period. We will continue to share our value creation directly

with shareholders though quarterly distributions to provide

attractive direct returns.

Good stewards of capital

We take great pride in being a trusted provider of high-quality

vessels and logistics solutions to our customers. Our strong

relationships across the automotive industry have been built

through over four decades of involvement in the global car

shipping market, supported by a clear set of values and a

common understanding of how we act as a business and

individuals. I am grateful to entire GCC team and our vessel

crews for their dedication and commitment, and to the Board

of Directors for their continued guidance, as we deliver upon

our values and commitment to our customers.

Our strategy is to own and commercially manage vessels

with long-term contracts. As a part of the strategy, we pursue

transactions which support increased distributions. Last

year, we acquired a Mid-size vessel and sold two Distribution

vessels to modernise the fleet, capitalise on high second-hand

values and add near-term dividend capacity. We effectively

replaced two smaller vessels, including one end-of life asset,

with a larger vessel with higher long-term earnings and divi-

dend capacity.

For me, it is quite simple, there are prices at which we are

sellers and prices at which we are buyers. The common

denominator is that it must create long-term value and be

neutral or accretive to EPS. We apply a similar approach when

addressing our balance sheet, successfully lowering margins

on most of our debt by leveraging our financial performance,

backlog and close bank relations.

Stronger for longer

Strong growth in Asian vehicle exports continue to drive

increased sailing distances and tonne-mile demand, widening

the capacity deficit in our market. At the same time, global

auto sales are recovering to pre-Covid levels despite inflation

and high interest rates, with rising demand for electrical vehi-

cles as part of the energy transition as an important factor.

New environmental requirements reducing sailing speeds and

the recent escalation of the conflict in the Middle East, with

the Red Sea closing for traffic, is tying up additional capacity.

Therefore, we expect that the market will absorb the newbuilds

coming out of the shipyards the next few years and provide

an extended period of high returns in the car shipping market.

Looking into 2024 and beyond, our vision stands firm. We con-

tinue to support the transition of our industry and the global

vehicle value chain towards a decarbonised future. In addition

to carrying an increasing share of electric vehicles, we col-

laborate with customers and partners to reduce emissions

from vessel operations, and we are maturing our sustainability

framework to meet new international reporting requirements.

Gram Car Carriers is well positioned in a historically strong

market with long-term favourable supply demand dynamics.

Our revenue backlog, focus on operational excellence and

clear strategy provides a robust foundation for continued

long-term value creation and attractive direct returns to our

shareholders.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

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

About GCC

Gram Car Carriers Annual report 2023

8 About GCC

Vision,

mission and

values

Gram Car Carriers’ culture is built

on our purpose, vision, mission and

values, which also influence how we

carry out the everyday work to assist

our 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. We collaborate

with our 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

Every day, we aspire 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

Our’ 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 decision 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 behaviours 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 2023

9 About GCC

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 over 40 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, and on 22 June 2023 the GCC

shares were admitted to trading on OTCQX in New York to

further engage with US investors.

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 19 of the

annual report for more information.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

1010 About GCCAbout GCC | History, structure and presenceAbout GCC | History, structure and presence

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 is to recontract its fleet on long-

term contracts. Throughout 2023, The Company successfully

secured longer charter contracts at increased dayrates as the

vessels rolled off their former short-to-medium term charter

contracts. Additionally, GCC selectively pursues transactions

with the aim of creating shareholder value in combination

with the day-to-management of the owned and operated

fleet. This may include vessels acquisitions that are accretive

to earnings and dividend capacity, and divestments that are

likely to unlock additional value beyond cashflow generation

through high asset prices and fleet optimisation

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 distributing 75% of

net profit to shareholders on a quarterly basis. See page 63 of

the annual report for the full dividend policy.

20232022Q4 23Q3 23Q2 23Q1 23Q4 22Q3 22Q2 22Q1 22

0.169

0.224

0.470

0.645

0.979

2.318

0.408

50%

0.110

0.093

0.036

Dividend

50% 50% 50% 50%

75% 75% 75%

% of net profit

Dividend (USD per share)

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

1111 About GCCAbout GCC | StrategyAbout GCC | Strategy

~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. GCC is the operator and

commercial manager of 18

owned vessels and the commer-

cial manager of 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 2,000 and

7,000 CEU.

The vessels are all chartered out on time charter contracts,

predominantly to well-established car carrier operators. GCC’s

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

The value chain in the car carrier market

Scope

Was 19 owned vessels at 31 December 2023

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

1212 About GCCAbout GCC | Vessels and operationsAbout GCC | Vessels and operations

Distribution vessels

GCC owns three Distribution vessels.

All 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 equipped

with 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.

Name Capacity Type

Viking Odessa 2,000 CEU Distribution

Höegh Caribia 2,000 CEU Distribution

City of Oslo 2,000 CEU Distribution

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

Mediterranean Sea 5,000 CEU Mid-size

Viking Drive 3,500 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 vessels. Three were

built at CSC Jinling Shipyard, with two deliv-

ered in 2015 and one in 2017. The vessels were

designed and built to maximise cargo intake

and minimise the fuel consumption. Main fea-

tures are, an overall length of 200 metres, beam

of 32.26 metres (former max bean in Panama

Canal) and equipped with an 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 11 Mid-size vessels. One

was built at Shin-A in Korea, delivered

in 2000 with a cargo intake of about

3,500 CEU and has 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 have two hoistable decks.

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. The final vessel was delivered

from the Xiamen Shipyard in China in

2010 with a capacity of 5,000 CEU, with

three hoistable decks. These vessels

were built for worldwide trading and

are mainly used in regional and North/

South trades.

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1313 About GCCAbout GCC | Vessels and operationsAbout GCC | Vessels and operations

Min-max

Q4 23 Q1 24 Q2 24 Q3 24 Q4 24 2025 2026 2027 2028 2029

Viking Amber 4,200

Feb ‘24 – Apr ‘24

Viking Passero 5,000

May ‘25 – Jul ‘25

Mediterranian. Sea 5,000

Jun ‘25 – Aug ‘25

Hoegh Caribia 2,000

Nov ‘25 – Mar ‘25

Viking Drive 3,500

Jan ‘26 – Mar ‘26

Viking Coral 4,200

Mar ‘26 – May ‘26

City of Oslo 2,000

Apr ‘26 – Jun ‘26

Viking Odessa 2,000

May ‘26 – Jul ‘26

Viking Emerald 4,200

Apr ‘27 – Jun ‘27

Viking Sea 4,200

Sep ‘27 – Jan ‘28

Viking Ocean 4,200

Jan ‘28 – Mar ‘28

Viking Diamond 4,200

Jan ‘28 – Mar ‘28

Viking Destiny 6,700

Jan ‘28 – May ‘28

Viking Adventure 6,700

Mar ‘28 – Jun ‘28

Viking Paglia 5,000

May ‘28 – Jul ‘28

Viking Bravery 6,700

Jul ‘28 / Jul ‘31

Viking Passama 5,000

Oct ‘28 – Dec ‘28

Viking Queen 7,000

Dec ‘28 – Feb ‘29

Contract overview

During 2023, the GCC added a total of USD 193 million of revenue backlog

by the signing of new contracts for the existing fleet and by the acqui-

sition of one vessel with an existing contract. The revenue backlog at

year-end 2023 amounted to USD 851 million (2022: USD 856 million) with

an average duration of 3.4 years (3.3 year) per vessel. This provides good

visibility on future revenue, profits, debt service and dividend capacity.

The four Panamax vessels have an average contraction duration of 4.5

years (4.2 years) and represented 48% of the year-end backlog. The

average duration for the Mid-size fleet is 3.2 years (4.1 years) with an

44% share of the backlog.

USD 27,750

USD 33,300

USD 22,000

USD 35,000

USD 27,700

USD 28,000

USD 64,900

USD 26,550

USD 65,000

USD 25,500 + Scrubber premium

USD 30,612

USD 33,300

USD 30,527

Firm charter

Option

Sold

USD 56,074

USD 16,300 USD 62,300

USD 48,000

USD 23,000

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1414 About GCCAbout GCC | Vessels and operationsAbout GCC | Vessels and operations

Market overview

Macroeconomic and auto trends

The global development in car sales has historically been correlated with economic

activity and global GDP growth. In the January 2024 economic outlook, the IMF forecasts a

GDP growth of 3.1% in 2024, compared to 3.1% growth in 2023 and 3.5% growth in 2022.

In 2023, global light vehicle sales grew an estimated 10.8% to 89.8 million units, according

to LMC Automotive. This compares to 81.1 million units sold in 2022. LMC estimates 2024

sales of 92.3 million light vehicles, implying 2.7% year-over-year (YoY) growth. 2024 is set

to be the first year since the pandemic to exceed the 2019 pre-covid sales numbers.

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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1515 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

In 2023, Chinese auto exports totalled 5.0 million vehicles (+58% YoY). This compares to total

Korean exports of 3.5 million units (+24% YoY) and Japanese exports of 5.8 million units (+27% YoY).

China’s quarterly run-rate exceeded 5.8 million units throughout the fourth quarter of the year,

with China for the first time the overtaking Japan as the largest exporter out of Asia. Electric

vehicles’ (EV) share of Chinese exports increased to 30% in 2023, up from 29% in 2022.

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%

2023

Source: Global Trade Tracker (GTT)

Chinese auto exports (units per month)

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1616 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

The combination of China’s rapid ascension to become the

largest global exporter of light vehicles over the past three

years, strong growth in South Korean exports and a Japanese

auto industry in full recovery, has led to 49% growth in total Far

East vehicle exports when measuring 2023 against the pre-

covid level of 2019. Long-haul Far East exports have for some

time been the main demand driver for the car carrier market.

The growth in seaborne volumes out of Asia has come at a

time with limited open car carrier capacity and before planned

supply of new tonnage has been delivered to the market.

The electrification of the global vehicle fleet has been a major

driver for the growth. EV sales are set to grow further over the

coming decades. However, consumer uptake remains heavily

incentivised and therefore dependent on Government policies

around the world. Currently, China represents around 50% of

the global EV sales and Chinese OEM’s have built a highly com-

petitive position based on a world-leading EV value chain and

manufacturing capabilities. The OEMs have started to expand

operations towards key European and North American con-

sumer markets. The competitive edge is important as EV prices

continue to decrease and the incumbent car manufacturers

such as Toyota are steadily increasing their EV sales targets

and fuelling future competition.

2023E2022202120202019201820172016201520142013201220112010

Others

China

United States

Europe

Global market share

12%

15%

18%

Global electric vehicle sales (Million units)

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

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1717 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

In 2023, car manufacturers continued to experience sup-

ply-chain challenges, however to a lesser degree than during

the pandemic, and produced for backlog orders in major

markets. AutoForecast Solutions projects that around 2.7

million vehicles were removed from the planned produc-

tion, primarily in Japan and South Korea. This is down from

10.5 million vehicles removed in 2021 and 4.4 million vehicles

removed in 2022.

The combination of strong growth in seaborne vehicle

volumes in 2023 and limited open PCTC capacity throughout

the year with only eleven new vessels delivered, created a

capacity deficit in the car shipping market. As a result, an

increasing volume of cars, predominantly used cars, were

transported on less efficient container, drybulk and multi-pur-

pose vessels. This imbalance is further exacerbated by the

conflict in the Middle East and attacks on vessels passing the

Red Sea enroute to the Suez Canal. As ships are redirected

around Africa, average sailing distances have increased,

further reducing the available PCTS fleet capacity.

• Actual exports outpacing the PCTC fleet lifting capacity,

especially out of Asia

• Total of 2.96 million vehicles gap covered by other less effi-

cient vessel types in 2023

600000

900000

1200000

1500000

Dec

2023

Okt

2023

Aug

2023

Jun

2023

Apr

2023

Feb

2023

Dec

2022

Okt

2022

Aug

2022

Jun

2022

Apr

2022

Feb

2022

Dec

2021

Okt

2021

Aug

2021

Jun

2021

Apr

2021

Feb

2021

Annualised Gap of 94 vessels

Undersupply of PCTC vessels

Tight but fairly balanced market

Actual monthly PCTC cargo exports out of key Asian markets

Actual monthly PCTC capacity exporting out of key Asian markets

PCTC demand and supply out of Asia

Source export data: Global Trade Tracker, national customs data for new and used cars, high-heavy cargo. (China, Japan, South Korea, Thailand, India and Indonesia)

Source vessel data: Esgian Shipping Suite AIS Data tracking departing PCTC tonnage (China, Japan, South Korea, Thailand, India and Indonesia)

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1818 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

Fleet development

In 2023, ordering activity for new car carriers remained at a

high level due to the strong market. This follows almost ten

years of a flat to slightly decreasing global PCTC fleet. At

year-end, 99 vessels were scheduled to be delivered from

shipyards before end-2025. The total order book comprised

194 vessels with planned deliveries up until 2028. These will

lead to a gradual increase in the PCTC fleet which is expected

to be absorbed in the market over the coming years. At

year-end, the PCTC fleet included 147 vessels older than 20

years and candidates for recycling.

At 31 December, the global car carrier fleet amounted to 766

vessels, according to Clarksons. The global order book was

37% of the current capacity. This compares to a historical

average of 17%. The delivery schedule of the PCTC order

book is still expected to be insufficient to meet the estimated

demand growth, at least through 2025.

The global fleet controlled by PCTC tonnage providers

amounted to 186 vessels, an increase of six vessels since

year-end 2022. An estimated 18 vessels controlled by tonnage

providers were open for contract renewal in 2024 and 34

vessels open in 2025, including newbuildings to be delivered.

This compares to 42 vessels fixed in 2023 and 65 vessels fixed

in 2022, including forward fixtures.

100

200

300

400

500

600

700

800

900

<2000 CEU

2-3,999 CEU

4-5,999 CEU >6,000 CEU

Fleet growth (%)

-10

-5

2024E20222020201820162014201220102008200620042002200019981996

Source: Clarksons Research

Order book Average

10%

20%

30%

40%

50%

20232021201920172015201320112009200720052003200119991997

Historical fleet development (Number of vessels)

Orderbook as percent of fleet

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

1919 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

Time charter rates

For most of 2023, TC rates remained stable at historically high

levels, before increasing to new record levels in the fourth

quarter due to continued strong demand and limited near

term open vessel supply.

The 12-month TC contract rate for Panamax vessels was

estimated at USD 115,000 per day at the end of December 2023,

according to data from Clarksons, up from USD 100,000 at the

end of 2022. The 12-month TCE rate for Mid-size vessel was

estimated at USD 95,000 per day, up from 90,000 a year earlier.

The Company estimates the current 12-month TCE

for Distribution vessels at USD 30,000 per day, up from

USD 25,000 per day at the end of 2022.

6,500 CEU

5,000 CEU

20,000

40,000

60,000

80,000

100,000

120,000

Jan

2023

Jan

2022

Jan

2021

Jan

2020

Jan

2019

Jan

2018

Jan

2017

Jan

2016

Jan

2015

Jan

2014

Jan

2013

Jan

2012

Jan

2011

Jan

2010

Jan

2009

Jan

2008

Jan

2007

Jan

2006

Jan

2005

Jan

2004

Jan

2003

Jan

2002

Jan

2001

Jan

2000

Historical time charter rates (USD/day)

Source: Clarksons Research

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2020 About GCCAbout GCC | Market and outlookAbout GCC | Market and outlook

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 2023Gram Car Carriers Annual report 2023

2121 About GCCAbout GCC | Executive ManagementAbout GCC | Executive Management

Board of

Directors

Ivar Myklebust

Chair of Board

Nikolaus H. Schües

Vice Chair of Board

Clivia Breuel

Board Member

1967, Norway 1965, Germany 1979, Germany

2021 2022 2022

42,000 at 31 December 2023 8,319,668 at 31 December 2023 AL Maritime Holding held 3,632,265

at 31 December 2023

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 16 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 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 B.Sc.(Hons) in Economics from the University of

Buckingham, UK.

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.

Year of birth, residence

Director since

Shareholding

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2222 About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

Dr. Gaby Bornheim

Board Member

Alasdair Locke

Board Member

Christine Rødsæther

Board Member

1966, Germany 1953, Scotland 1964, Norway

2022 2021 2021

- 2,038,782 at 31 December 2023 18,745 at 31 December 2023

Dr. Bornheim is one of the Managing Directors 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.

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

services company which he founded in 1992. Mr.

Locke holds an M.A (Hons) in History and Economics

from Wadham College Oxford.

Christine Rødsæther has more than 30 years expe-

rience as a lawyer, since 2002 as partner in the law

firm Simonsen Vogt Wiig AS. Furthermore, she is a

board member in Odfjell SE and Tufton Oceanic

Assets Limited, and 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

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2323 About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

Nils Kristoffer Gram

Board Member

Mr. Nicolaus Bunnemann

Alternate member of the Board

1976, Norway 1981, Germany

2021 2021

3,000 at 31 December 2023 AL Maritime Holding held 3,632,265

at 31 December 2023

Mr Gram is currently CFO of Blastr Green Steel AS,

developing integrated and decarbonized value

chains for ultra-low CO

steel products. He is a Board

Member of Astrup Fernley AS, and has been on the

Board of a number of private and public companies

related to metals and mining, energy transition and

circular economy. Mr Gram has more than 20 years

experience from strategy consulting, investment

banking and investments, having been Partner and

Investment Director at Vanir Green Industries, CEO

of ProCorp AS, MD of Gram Shipping AS, Partner

at Pareto Securities AS and Senior Consultant at

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

ESG Committee

Christine Rødsæther F Chair

Nils Kristoffer Gram M Member

Dr. gaby Bornheim F Member

Year of birth, residence

Director since

Shareholding

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2424 About GCCAbout GCC | Board of DirectorsAbout GCC | Board of Directors

ESG report

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2525 ESG reportESG report ESG report

Key performance indicators

(2022)

GHG emissions Scope 1 (MT)

420,732

(499,176)

LTIF

(1.1)

Fines or significant

environmental incidents

(0)

Sailing distance (Nm)

1,500,872

(1,689,099)

Number of owned vessels

in fleet (as at 31.12)

(18)

Average age of fleet

(years)

(12.8)

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2626 ESG reportESG report | IntroductionESG report | Introduction

About this report

This report presents the environmental, social and governance (ESG) performance of Gram Car Carriers ASA (“the Company” or

“GCC”, together with its subsidiaries the “Group”) for the period 1 January to 31 December 2023. The report has been prepared to

meet the disclosure requirements of the SASB Marine Transportation Standard (2023); 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” and the shares are admitted to trading on OTCQX

Best Market in New York with ticker “GCCRF”.

For further information contact mail@gramcar.com

This Report complies with the SASB

Marine Transportation Standard (2023) and

The Norwegian Ship Owners’ Association ESG

Reporting Guidelines 2021

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2727 ESG reportESG report | IntroductionESG report | Introduction

A message from our CEO

Gram Car Carriers (GCC) aspires to be a leader in sustainable transportation solutions for the global

auto industry. This vision is ingrained in our mission, values and shared culture, serving as guiding

principles for our daily decision-making and our long-term strategy for growth and value creation.

Looking back on 2023, I am pleased to share our advances

within sustainability and the resilience of our operations.

During the year, we made a transformative shift from focusing

on ‘what’ we achieve to ‘how’ we conduct our business. We

established the Board’s ESG Committee to further strengthen

effective governance in line with our commitment to sustain-

ability and diligent decision-making, and we initiated a Double

Materiality Assessment as part of our CSRD readiness plan for

the coming year.

Our comprehensive approach to measuring greenhouse

gas emissions (GHG) includes active engagement with the

International Maritime Organisation’s (IMO) Carbon Intensity

Indicator (CII) reporting, and we have incorporated EU ETS

clauses into all charter contracts and opened a trading

account.

Throughout the year, we continued our work on reducing GHG

emissions through biofuel trials and energy efficiency initia-

tives supported by detailed decarbonisation plans for each

of our vessels. We also completed the installation of ballast

water treatment systems on all vessels, reflecting our commit-

ment to zero significant spills.

Our dedication to responsible business practices is further

evident through our due diligence processes aligned with the

Norwegian Transparency Act, managing potential risks in our

value chain.

I am proud to emphasise that our sustainability position

remains firm as we continue to build a more sustainable and

resilient offering to support the green mobility shift. I extend my

gratitude to our colleagues and partners for their continuous

contributions.

Looking into 2024 and beyond, our vision stands firm. We con-

tinue to support the transition of our industry and the global

vehicle value chain towards a decarbonised future. Please,

explore our ESG report for insights into the ‘how’ guiding our

operations.

Georg A. Whist

CEO of Gram

Car Carriers ASA

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2828 ESG reportESG report | IntroductionESG report | Introduction

About Gram Car Carriers ASA

Gram Car Carriers ASA 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 maximised cargo capability.

At 31 December 2023, GCC operated and commercially

managed 19 owned vessels. The Company is also the com-

mercial manager for Global Auto Carriers (GAC), which is

currently building four 7,000 CEU dual fuel Pure Car Truck

Carriers (PCTC) in China. On 5 July, the Company signed

an agreement to sell two distribution vessels, the Viking

Constanza (2,000 CEU, built 2010) and the Viking Princess

(1,000 CEU, built 1996), to modernise the fleet and capitalise on

historically high second-hand vessel values. On 5 September,

the Company assumed full ownership of the mid-size vessel

Mediterranean Sea (5,000 CEU, built 2010).

Crewing and technical management for the vessels owned

and commercially managed by the Company is outsourced

to reputable service providers on a contractual basis. Service

providers are expected to meet the Company’s ESG stand-

ards, with specific requirements set out in Contracted Time

Charters and Technical Management Agreements. This

includes the obligation for charterers to operate vessels so

that they achieve a CII rating of C or better. The routing of

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

of the Company’s customers.

GCC’s vessels are chartered to major global and regional

car carriers worldwide in line with the Company’s legacy. The

Company’s headquarters are in Oslo, Norway, with a branch

office in Singapore.

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.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

2929 ESG reportESG report | IntroductionESG report | Introduction

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

Panamax newbuilds

for Global Auto Carriers

Distribution

vessels

Mid-size

vessels

Panamax

vessels

Includes the Viking Princess which was delivered to the new owner in January 2024.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

3030 ESG reportESG report | IntroductionESG report | Introduction

ESG Governance Mechanisms

The commitment to ESG performance is formalised through GCC’s sustainability framework, and

robust governance processes. The Company recognises the significance of measuring, managing,

and transparently reporting on material ESG topics. To identify these material topics, GCC has

collaborated with external sustainability experts to ensure a thorough and objective assessment.

The material topics serve as the focal point for this report, aligning sustainability efforts with areas

deemed most critical for the Company and its stakeholders.

To identify and understand the topics, GCC engages its

stakeholders regularly. The stakeholders include suppliers,

charterers, technical managers, as well as lenders, investors

and customers. Each stakeholder’s priorities, including those

connected to ESG, are acknowledged and discussed, with key

findings taken into account in sustainability related work. More

extensive stakeholder engagement has been undertaken in

the process of the Double Materiality Assessment described

below, including interviews with selected representatives and

a survey sent to the crews onboard GCC vessels.

ESG-related impacts, risks, and opportunities are regularly

reviewed as part of the overall responsibility for risk govern-

ance by the Board of Directors (the Board). Matters to be

discussed by the Board are prepared by the Audit Committee,

including a review of this report. In the pursuit of ESG best

practice, GCC has also established an ESG Committee

comprising three members of the Board (formally established

in January 2024). The Committee will assist the Board in dis-

charging its responsibilities and duties related to material ESG

matters, enhancing governance structures, ensuring oversight

and driving strategic decisions aligned with the Company’s

sustainability objectives. Its responsibilities include reviewing

any proposed public disclosures or statements related to key

ESG matters. This encompasses both existing and evolving

disclosure requirements within the regulatory environments

in the EU and Norway, as well as disclosures according to

accepted best practice.

The GCC sustainability framework, coupled with the introduc-

tion of the ESG Committee, underscores GCC’s commitment to

navigating the complexities of ESG challenges and opportuni-

ties with diligence and foresight.

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

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

3131 ESG reportESG report | IntroductionESG report | Introduction

ESG Governing Policies

The following documents support GCC’s governance over ESG

and are available on the Company’s website.

• Corporate Governance Policy and other guidelines

• Transparency Act Statement

• Procedure for reporting concerns

• Code of Conduct

• Supplier Code of Conduct

• Sanctions Procedure

• Charter of the ESG Committee

• Charter for the Nomination Committee

• Charter for the Audit Committee

• Charter of the Remuneration Committee

ESG-linked compensation

Part of the Company’s long- and short-term incentives are

linked to ESG performance to further enhance the Company’s

strategic ESG ambitions and achievement of the goals set.

Double Materiality Assessment for CSRD readiness

In preparation for the reporting requirements under the

Corporate Sustainability Reporting Directive (CSRD), GCC is

conducting a Double Materiality Assessment (DMA) in col-

laboration with an independent ESG consultancy, to deepen

the focus on what is assessed to be the most material ESG

matters. This initiative aims to understand the Company’s

environmental, social and economic impacts, along with the

associated financial risks and opportunities. This includes

engaging with key stakeholders to ensure the validity of the

findings, and to support the transparency and accountability

of ESG disclosures. The DMA is set to be finalised soon after

the publication of this report and will guide the establishment

of effective management practices for the identified mate-

rial topics. The newly formed ESG Committee will oversee

the refining of sustainability initiatives based on the insights

obtained through the DMA process.

The mentioned approach is designed to ensure compliance

with evolving regulations and to strengthen risk management

and due diligence approaches. GCC believes this will position

the Company to capitalise on emerging opportunities.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

3232 ESG reportESG report | IntroductionESG report | Introduction

Environment

Climate Change

Greenhouse Gas (GHG) Emissions

The Company recognises the critical importance of managing

and reducing GHG emissions. GCC is committed to contrib-

uting in a transparent and accountable way to the maritime

industry’s decarbonisation efforts. In 2023, Scope 1 GHG emis-

sions totalled 420,732 metric tonnes CO

-e, representing a 10.7%

reduction from the previous year (2022: 470,969). The decrease

was predominantly driven by changes in fleet size, composi-

tion, and ongoing fleet-wide decarbonisation initiatives

GHG emissions and CII performance

Emissions from owned vessels 2023 2022 2021

Scope 1 GHG emissions (MT) 420,732 470,969 378,749

Carbon intensity indicator (CII)

(gCO

e / tnm)

8.04 8.26 7.16

2023 CII figure has been calculated on the basis of 19 operated vessels.

The Carbon Intensity Indicator (CII) is a measure of how effi-

ciently a ship transports goods and is given in grams of CO

emitted per cargo-carrying capacity and nautical mile trav

elled. The CII is based directly on the fuel consumption, and its

value is affected by the type of fuel used, the efficiency of the

vessel and operational parameters such as vessel speed, cargo

transported, weather conditions and the general condition of

the vessel (e.g. biofouling). As a responsible ship owner, GCC

seeks to minimise the CII by optimising operations, ensuring

vessels are in a good condition and contracting with charterers

to agreed operating parameters, including vessel speed.

GCC is committed to reducing emissions in maritime trans-

port, which is why it is implementing operational control in its

GHG accounting practices. Acknowledging the importance of

the company’s role in environmental stewardship, GCC follows

policy mandates, including Health, Safety, and Environment

(HSE) and IMO guidelines.

In line with the GHG Protocol’s accounting methodologies and

Science-based target initiative (SBTi) guidelines, GCC sets

emission reduction targets reflective of vessel emissions only.

Following the latest IMO decarbonisation ambitions and the

SBTi Maritime Guidance, GCC employs a well-to-wake (WTW)

approach. This includes emissions from the combustion of

fuels and energy consumed, allocated into Scope 1 rather than

the Company’s value chain emissions (Scope 3).

At MEPC80 in June 2023, the IMO completed its first revision of

its GHG Strategy and strengthened its ambition for reducing

GHG emissions from international shipping. GCC’s climate

commitments are aligned with the IMO’s revised targets in

achieving at least a 20% reduction by 2030 while striving

towards a 30% reduction, and achieving at least a 70% reduc-

tion by 2040 while striving for 80%, compared to 2008 levels.

The long-term goal is to reach net-zero by or around 2050.

The Company monitors the IMO’s plans to revise emission

reduction targets in response to the evolving regulatory land-

scape and is prepared to align investments and targets to

the anticipated new regulations, including support for green

shipping fuels and market-based carbon pricing. Regionally,

GCC’s strategic considerations are influenced by the EU’s

commitment to greener fuels in the maritime sector (FuelEU

Maritime) and the inclusion of maritime shipping in the EU

Emission Trading System (EU ETS).

Advancing Decarbonisation Initiatives

To achieve the targeted GHG reductions, GCC is implementing

its long-term decarbonisation plan established in collabo-

ration with DNV. This involves ongoing biofuel trials and the

phasing in of individual vessel decarbonisation plans, each

with defined actions and desired outcomes. The new initia-

tives introduced in 2023 are described below and underscore

GCC’s dedication to mitigating environmental impact and

advancing sustainable practices in the shipping industry.

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3333 ESG reportESG report | EnvironmentESG report | Environment

In 2023, GCC embarked on a project involving the upgrade of

shaft/generators on the distribution vessels, enabling variable

speed on the four-stroke engines, with an anticipated fuel

saving of 10-15%. This also involves installation of shore power

connections. An efficient solution has been developed in close

collaboration with one of the customers, which was presented

together with an execution plan in March 2024.

Additionally, in 2023, Yokogawa flow meters

were successfully

installed on all vessels, providing real-time fuel consumption

data with high accuracy. This enables the use of Artificial

Intelligence to optimise vessel trim, speed and direction to

reduce fuel consumption and increase energy efficiency.

Poseidon Principles

GCC is a foundational signatory to the Poseidon Principles,

a global framework for responsible ship finance, aimed at

integrating climate considerations into lending decisions

for international shipping decarbonisation. In line with this

commitment, GCC adheres to IMO emission requirements,

employing operational and technical initiatives to maintain a

“C” rating on the fleet’s Carbon Intensity Indicator (CII). These

efforts are detailed in collaboration with DNV in established

decarbonisation plans. As part of fleet renewal, GCC, as com-

mercial manager, has ordered four dual-fuel LNG vessels on

behalf of Global Auto Carriers and divested three conventional

owned vessels, including the oldest in the fleet. These actions

reflect GCC’s commitment to responsible and environmentally

conscious shipping practices.

EU ETS for shipping

The Company is actively tracking the implementation of mar-

itime transportation into the EU ETS, which entered into force

on 1 January 2024. This cap-and-trade system will indirectly

impact GCC’s operations through its charterers. The EU ETS for

shipping applies to all voyages and port calls within the EU/

EEA and 50% of emissions on voyages into or out of the EU/EEA.

Responding proactively, GCC has integrated EU ETS clauses

into agreements with all charterers and established an EU

ETS trading account, with the COO and Operations Manager

as account representatives. The Company has deployed

monitoring software for the trading account in collaboration

with Zero44, a German-based software company. Discussions

with the auditors about the Company’s EUA (Emission Unit

Allowance) balance in 2024 show no anticipated adverse

impacts. At the time of this report, six GCC vessels were

exposed to the EU ETS, some of them only partially.

Climate risk

Risk management remains integral to daily operations and

management processes at GCC. Enterprise risks, encompassing

climate risk, are systematically presented to the Board annually,

drawing insights from technical managers and consultants. The

most recent review for 2023 identified no significant changes in

climate-related risks. However, the Company acknowledges that

the ongoing Double Materiality Assessment may bring additional

insights and increased focus on related risks.

GCC’s climate-related risks encompass both physical

risks, such as weather disruptions and vessel handling, and

transitional risks, including evolving regulations and changing

20262025202420232022202120202019

CII A rating threshold

B rating threshold

C rating threshold D rating threshold

Reference line

Reduction plan – CII

Carbon intensity (gCO

/capacity-mile)

For more information on this product, please refer to the ROTAMASS Total Insight by

Yokogawa Norway.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

3434 ESG reportESG report | EnvironmentESG report | Environment

customer requirements. Adhering to the recommendations

of the Task Force on Climate-Related Financial Disclosures

(TCFD), the Company disclosures are outlined below, with a

more comprehensive overview available in the TCFD statement

provided in the Appendix to this report.

In line with the commitment to staying abreast of evolving

frameworks, GCC is also actively monitoring the developments

of the Task Force on Nature-Related Financial Disclosures

(TNFD) and are prepared to adapt corporate strategies

accordingly. This adaptive approach underscores the

dedication to robust nature risk governance and positions the

Company to effectively navigate the dynamic landscape of

sustainability impacts and risk management.

Governance

Climate-related risks and opportunities are regularly

reviewed by the Board as part of its overall responsibility for

risk governance. The Board receives and assesses updates

from management on Climate Risk, emerging regulations,

developments in the Company’s performance relative to the

decarbonisation strategy, emissions reduction trajectories,

and technological developments. The ESG committee will

review management’s proposals and make recommenda-

tions to the Board on Climate Risk governance in line with TCFD

guidelines. Independent consultants will be consulted to the

extent this will be necessary or desirable for the assessment.

Strategy

GCC 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 mon-

itoring 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 (see climate risks and oppor-

tunities in the TCFD statement on page 111).

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

carbon dioxide equivalents (CO

e) by applying the IMO CII

Carbon Intensity Indicator, and the Average Efficiency Ratio

(AER) is measured and reported as grams of CO

e per dead-

weight nautical ton-mile.

Energy efficiency

The Company is investing in fuel efficiency initiatives that

optimise speed, performance and energy use to reduce GHG

emissions, including:

• Low-speed efficient light bulb design

• New efficient propeller design

• Anti-fouling reducing hull resistance

• Energy-saving vessel operation.

Energy consumption

performance 2023 2022 2021

Total amount of energy

consumed (GJ) 6,130,742 7,069,178 6,194,025

Percentage of energy con-

sumed coming from heavy

fuel oil (vs renewable) 97.45% 99.77% 99.75%

The total amount of energy consumed to date has largely

varied in correlation with total sailing distance, influenced to

some degree by the energy efficiency initiatives undertaken. The

influence of these initiatives may become more marked as time

progresses. The use of biofuel is already making a noticeable

difference in the share of renewable energy, and the proportion

is expected to continue to increase going forward.

GCC has investigated various shore power connection solu-

tions throughout 2023. Depending on shore power availability,

the GHG reduction potential from this initiative is between 2%

and 5%. To optimise operations, the Company is also con-

sidering variable engine speed options for vessels that have

four-stroke engines. To conclude the process an implementa-

tion plan will be developed in early 2024.

In cooperation with DNV, GCC has completed decarbonisa-

tion plans for all its vessels for the five-year period from 2024

through 2028. The estimated cost for these investments is

being assessed, and the Company will seek joint projects with

charterers, as they will benefit from more efficient vessels with

lower fuel costs, and/or lower taxes related to emissions.

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Environment

Ecological Impacts

Effective management and governance of ecological impacts in the shipping sector are imperative

for long-term sustainability. Addressing issues such as air pollutants, biodiversity impacts, resource

use and circular economy practices is not only mandatory for compliance with evolving regulations,

but also essential for responsible business conduct.

Proactive measures, including efficient waste management,

emissions reduction initiatives and adherence to circular

economy principles, not only mitigate negative ecological

impacts but also contribute to long-term operational resil-

ience. As the maritime industry plays a significant role in

global trade, responsible management practices underscore

the industry’s obligation to minimise its environmental foot-

print, ensuring the health of marine ecosystems.

Air pollutants

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%. GCC maintained a level

below 0.496%, specifically, 0.45% in 2023. By using cleaner fuels,

the Company is not required to install scrubber devices on all

of its owned vessels.

Emissions from owned vessels

2023 2022 2021

emissions (tonnes) 1,536 1,323 1,032

emissions (tonnes) 10,178 12,812 11,266

Particulate matter (tonnes) 640 1,412 872

The emissions have been calculated based on the size of fleet as at December 31

each year

Emissions to air performance

In 2023, GCC undertook a reassessment of the SO

emissions,

incorporating additional verification to rectify some identified

double-counting issues. As a result, the recalculated and

restated figures for SO

are lower than previously reported for

2022 and 2021. No similar double-counting issue was found for

the other sources of air emissions, NO

and Particulate matter

(PM). While SO

emissions are heavily influenced by fuel type

and quality, NO

and PM are predominantly varying as a func-

tion of sailing distance and total fuel consumption.

Biodiversity and ecosystems

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 2023, installation of compliant ballast water man-

agement treatment systems was completed on 100% of the

GCC fleet. There were no reported environmental incidents

or fines in 2023, and no sailing of vessels transited marine

protected areas. Efforts to reduce waste generated onboard

vessels continues, and in 2023, a total of 911 tonnes was

recorded for the fleet of 19 vessels (2022: 913 tonnes, 18 vessels).

2023 2022 2021

Number of significant spills 0 0 0

Ballast water treatment system

installation (% of vessels)

100% 84% 38%

Environmental incidents or fines 0 0 0

Onboard waste generated

(metric tonnes)

911 913 904

Time in marine protected areas

0 0 0

Marine Protected Areas (MPAs) refer to designated oceanic regions where specific

regulations and conservation measures are implemented to safeguard marine

ecosystems, biodiversity, and habitat integrity.

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Resource use and circular economy

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 (2021-2023). The Company’s Ship Recycling Policy

states the Company’s commitment to responsibly recycling

ships, thereby safeguarding the environment, human health

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

aries within the Group.

GCC aims to sell its vessels to responsible buyers that commit to

green recycling 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. In 2023, two yard-inspections were performed.

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Social

Own workforce

The Company prioritises health and safety and invests in human capital development, diversity

and inclusion. GCC believes that these are important areas where the Company can have a positive

impact. These practices safeguard the well-being of the Company’s professionals and contribute to a

skilled and resilient workforce, fostering innovation and adaptability in maritime operations.

Health and safety

People’s safety is of utmost importance. The Company is

committed to seeking zero harm by maintaining a safe

environment and protecting people’s health. All vessels are

operated following the Company’s Health & Safety Policy,

which covers GCC’s entire value chain. Furthermore, GCC’s

ship management partners are in the process of imple-

menting Occupational Health & Safety standards across their

fleets (ISO45001).

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

• Regulatory requirements are to be considered a minimum

standard

2023 2022 2021

Lost Time Incident Rate (LTIR) 0 1.1 0

Marine casualties

(no. of incidents) 1 0 0

Sickness absence % (GCC only) 4.31% 5.4% n/a

A marine casualty may be either of the following: the death of, or serious injury to, a

person; the loss of a person from a ship; the loss, presumed loss or abandonment

of a marine vessel; material damage to a marine vessel; the stranding or disabling

of a marine vessel, or the involvement of a marine vessel in a collision; material

damage to the marine infrastructures external to a vessel, that could seriously

endanger the safety of the vessel or another vessel or an individual; and severe

damage to the environment, or the potential for severe damage to the environ-

ment, brought about by the damage of a marine vessel (United Nations, European

Union and the International Transport Forum at the OECD, 2019).

Health and safety performance

In July 2023, GCC experienced one marine casualty in the

form of material vessel damage as a result of a collision with

a tanker near Kingston, Jamaica. There was no harm to the

health or safety of the crew. The event was caused by lack of

communication in the engine room and inadequate adher-

ence to quality protocols. The incident is being addressed

through follow-up with all technical managers, and via a spe-

cific seminar in March 2024 with crew, officers and technical

managers. In 2024, GCC will also implement a stricter training

regime for seafarers to avoid similar events in the future. The

sickness absence rate has returned to a higher normal range

now that Covid-19 restrictions and countermeasures have

been lifted.

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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

programmes supports human capital growth and retention.

From onboarding and induction, through to formal and

on-the-job training, GCC considers investment in training and

development as essential to creating a continuous learning

opportunity for employees.

The majority of officers in the GCC fleet are Ukrainian, with

several now living outside of Ukraine. To support them in

training outside of their home country, GCC is starting a coop-

eration with N. Y. Vaptsarov Naval Academy in Varna, Bulgaria,

to conduct regular simulator training from March 2024.

At the end of 2023, both GCC onshore and offshore workers

(seafarers) were sent a survey as part of the regular stake-

holder engagement programme. The survey seeks to assess

the workers’ awareness and the scale of impact GCC has on

them, in areas including health and safety, social protections

and whistleblowing. The results of the engagement pro-

gramme were shared with the Executive Management as part

of the Double Materiality Assessment validation in March 2024.

Further conclusions will be shared with the Board and the ESG

Committee .

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Training and development performance

In 2023, there was a decline in the training figures for onshore

employees compared to the previous year. This reduction was

attributed to a thorough reassessment aimed at delineating

job-relevant training from unpaid voluntary compe-

tence-building activities.

Diversity and Inclusion

The Company is dedicated to fostering a diverse and inclu-

sive workforce, welcoming employees from all backgrounds.

GCC firmly believes that diversity enhances learning, under-

standing and innovation in alignment with the Company’s

commitment to key Human Capital principles. Discrimination

and harassment based on any personal characteristics are

strictly prohibited, and this expectation extends to contractors,

suppliers and business partners, promoting fair treatment and

equal opportunities for all.

Diversity performance

Gender diversity has remained stable, with a typical industry

figure for the percentage of females employed in onboard

roles. Ongoing efforts are being made by GCC in its own

recruitment and in collaboration with ship crew services pro-

viders, to increase diversity within the maritime workforce.

2023 2022

Male Female Male Female

Onboard Average hours of training per employee 21.4 16.0 7.8 8.1

Onshore Average hours of training per employee 6.1 7.9 26.7 26.6

Percentage of onshore employees receiving regular performance and career

development reviews 100% 100% 100% 100%

Board 2023 2022 2021

Gender diversity 43% female 43% female 43% female

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

Onshore 2023 2022 2021

Gender diversity 31% female 33% female 33% female

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

Onboard 2023 2022 2021

Gender diversity 1% female 2% female 0.9% female

Age (under 30 | 30-50 | over 50) 31% | 53% | 16% 27% | 56% |17% 32% | 51% | 17%

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Social

Workers in the supply chain

Human Rights and Labour Rights

Gram Car Carriers recognises the inherent human rights risks

associated with the global business operations, extensive

network of partners and suppliers located in high-risk juris-

dictions. The Board assumes overarching responsibility for risk

management, including human rights risks, with the endorse-

ment of the Company’s policies and the ESG Committee. The

Human Rights Policy, accessible on the Company website,

provides clear guidance on working with suppliers and estab-

lishes fair labour conditions onboard the Company’s vessels.

In alignment with the commitment to internationally pro-

claimed human rights, GCC actively works to prevent

complicity in human rights abuses. These principles are rein-

forced through employee training and continuous monitoring

of business activities for potential human rights issues. This

commitment is further detailed in GCC’s Transparency Act

Statement.

To translate principles into actions, GCC has implemented

specific measures to mitigate negative impacts in these

areas. This includes the proactive inspection of selected ship-

yards before every docking, ensuring alignment with human

rights expectations. Initiatives addressing mental health

concerns have been introduced to aid crew in maintaining a

healthy mental well-being during extended periods at sea or

difficulties posed by geopolitical challenges. The dedication

to human rights governance and concrete actions reflects

GCC’s commitment to responsible and ethical business

conduct within the shipping sector.

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4141 ESG reportESG report | SocialESG report | Social

ESG Governance

Business conduct

Ethical business conduct is of utmost importance for GCC. It underpins the foundation of trust and

reliability upon which successful commercial maritime operations and the Company exist. Upholding

high standards of integrity, transparency and compliance ensures legal and regulatory adherence

and fosters strong relationships with stakeholders, including clients, partners and the wider maritime

community.

The Board oversees the Company’s approach to ESG topics,

aligning actions with the principles outlined in the Company’s

Sustainability Policy. The Company’s commitment to main-

taining ethical, environmental and social standards remains

consistent, regardless of operating conditions. GCC adheres

to the Corporate Governance guidelines established by the

Norwegian Corporate Governance Board (NUES). The ESG

Committee contributes to these efforts, ensuring the integration

of sustainable practices and responsible decision-making into

the operational strategy. These governance mechanisms col-

lectively reinforce the Company’s dedication to ethical conduct

and responsible business practices.

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 our Anti-Corruption Policy.

The Code of Conduct and Anti-Corruption Policy can be found

on the Company’s website. GCC provides regular anti-corrup-

tion awareness training to the employees and seafarers and

actively monitors for potential 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 protec-

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

staff, and everyone employed or operating onboard the Group

vessels, are encouraged to report their concerns of any miscon-

duct 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

2023, there were no whistleblowing incidents.

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 risks include corruption, bribery, money laundering and

anti-trust behaviour. The Company’s expectations in regard to

these risks are clearly set out in the Supplier Code of Conduct

and Time Charter Contracts.

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 the 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. In 2023, there were no reported breaches of the Code of

Conduct and no reported corruption or bribery incidents..

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2023 2022 2021

Port calls in countries with 20 lowest

rankings in Corruption Perception Index

9 101 161

Facilitation payments made 0 0 0

Inspections 61

Deficiencies 30 95 34

Detentions 1 44 17

Supplier screenings 6 2 0

Number of conditions of

class or recommendations 17 164 N/A

Anti bribery and corruption performance

In 2023, significantly fewer port calls were made in countries

with the 20 lowest rankings in Corruption Perception Index,

this is due to GCC ending a charter that operated a shuttle

between the United States and Haiti. The remaining calls were

made in Nicaragua and Libya. After an initial screening of

existing suppliers in 2022, six new suppliers were screened for

ESG performance in 2023.

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

2023, 2022 and 2021.

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Governance

Gram Car Carriers Annual report 2023

44 GovernanceGovernance

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-code “GCC” and are tradeable on the OTCQX® Best

Market, New York, with the ticker-code “GCCRF”.

During 2023, the company continued to successfully execute

its strategy by delivering stable and efficient operations and

rechartering the fleet on contracts with long durations at

historically high dayrates. This was reflected in successively

increasing quarterly earnings and dividend distributions to the

shareholders.

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 transpor-

tation 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 was operator and commercial manager

of 19 owned vessels at year-end. The Group is also the com-

mercial manager 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 man-

agement.

GCC is committed to a sustainable operation and has been

an early adopter of sustainable biofuel and has developed

vessel-specific decarbonisation plans. Future measures may

include carbon capture and hull modifications to further

reduce emissions and improve the carbon footprint of the fleet.

Distribution

Mid-size

Panamax

10,000

20,000

30,000

40,000

50,000

60,000

Q4 23Q3 23Q2 23Q1 23Q4 22Q3 22Q2 22Q1 22Q4 21

TC rates USD/day

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4545 GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report

Key operational figures

2023

(2022)

Distribution Mid-size Panamax Fleet total

Average

TC rate (USD)

18,860

(12,560)

30,000

(22,390)

42,240

(19,650)

29,680

(18,960)

Utilisation

99%

(99%)

98%

(96%)

98%

(95%)

98%

(97%)

Planned/

unplanned

off-hire days

6/16 days

(-/22 days)

46/43 days

(70/51 days)

32/2 days

(54/19 days)

84/61 days

(124/92 days)

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Review of operations

During 2023, the Group maintained strong operational perfor-

mance with an average fleet utilisation of 98% (2022: 97%). The

fleet had a total of 84 planned off-hire days in relation to sched-

uled maintenance and dockings as well as 61 days of unplanned

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

off-hire was partially covered by off-hire insurance, which limited

the impact on the Group’s financial performance. Two vessels

underwent planned periodic special surveys during the year. In

addition, the Viking Bravery was in drydock for the installation of

an exhaust scrubber.

The average fleet time charter equivalent earnings (TCE) were

USD 29,680 per day in 2023, an increase from USD 18,960 in 2022.

The higher TCE was a function of higher dayrates for all vessel

types. The Panamax vessels earned an average of USD 42,240 per

day (+57%), the Mid-size vessels earned USD 30,000 (+34%) and

the Distribution vessels averaged USD 18,860 (+57%). Average

daily earnings from the fleet are expected to increase further in

2024 as a function of one of the Panamax vessels starting on new

contract early in the year and the first full year of contribution

from vessels commencing their new charters in 2023, all at higher

dayrates. In 2023, the daily vessel operation costs averaged

USD 6,820 (USD 6,320) for the full fleet.

The Company estimates an average cash flow breakeven rate

of USD 17,720 per day per vessel going forward (USD 17,270).

The increase from year-end 2022 reflects higher interest rates

and general inflation on operating expenses, partly offset

by the impact of refinancing activities and improved terms.

For 2024, vessel operating expenses are expected at around

USD 6,300 per day for the Distribution vessels and USD 7,300 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

Over the past two years, the Group has successfully captured

the strong market by rechartering most of the fleet at higher

dayrates and multi-year durations. The Group’s revenue

backlog amounted to USD 851 million at 31 December 2023,

little changed year over year. Backlog is impacted by fleet

changes during the year, with the acquisition of one vessel on

a long-term contract, as well as the sale of two vessels which

otherwise would have been rechartered.

In 2023, three (15) new fixtures were announced, and in addi-

tion, one vessel with existing charter backlog was acquired. At

year end, all vessels were on charter with an average contract

duration of 3.4 years (3.3). Since the listing in early 2022, the

average contract duration for new recharters has been 4.5

years. The average contract duration was 3.2 and 4.5 years for

the Mid-size and Panamax vessels, respectively.

At year end, there was no open capacity in 2024, while for

2025 and 2026, 6% and 34% of available days were open,

respectively. The forward contract coverage provides good

visibility on future earnings and dividend capacity.

Other operational factors

On, 21 December, GCC notified charterers that its vessels are

restricted from passing through the Red Sea for the time being

as the Norwegian Maritime Authority raised the security level

in the southern part of the Red Sea to the highest level. GCC

monitors the situation closely and will review and update this

policy when appropriate based on recommendations from

relevant authorities.

Corporate and financing

Vessel transactions

In 2023, GCC executed two sale and purchase transactions,

divesting two smaller Distribution vessels, including one older

asset at the tail-end of its operating life, and replacing them

with a larger Mid-size vessel with higher long-term earnings

and dividend capacity. The realised book gain for each of the

sold vessels is recognised in the relevant quarterly net income

and 75% dividend distribution.

In late October, the Viking Constanza (2,000 CEU, built 2010)

was delivered to the new owner, as the first of the two vessels,

with book gain of USD 13.1 million. In early 2024, the Viking

Princess (1,000 CEU, built 1996) was delivered to the new owner

a book gain of USD 5.4 million.

GCC acquired a combined 99% equity stake in Gram Car AS,

a single purpose company owning the Mediterranean Sea

(5,000 CEU, built 2010). GCC is the commercial manager of

Gram Car AS, holding 1% of the shares before the acquisitions.

The Mid-size vessel is on a contract at USD 25,500 per day plus

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4747 GovernanceGovernance | Board of Directors’ reportGovernance | Board of Directors’ report

scrubber premium until the third quarter of 2025. Gram Car AS

was consolidated into the Group from 1 August 2023.

Debt refinancing

In 2023, GCC transitioned from a fixed interest margin on the

main credit facility to pricing based on a net interest-bearing

debt (NIBD)/EBITDA grid. NIBD/EBITDA at 31 December 2023

was 1.7, resulting in a margin of SOFR + 2.40%. The margin will

remain at this level until NIBD/EBITDA decreases below 1.5,

when the margin will reduce further to SOFR + 2.25%.

In December, the leasing debt for the Viking Bravery was

refinanced with a new USD 35 million term loan priced at

SOFR +1.65% and a duration aligned with the vessel’s current

timecharter contract. The previous lease debt was priced

at SOFR +4.26%. Also, in December, the Mediterranean Sea

was refinanced under the existing fleet senior secured credit

facility at the current grid pricing. This compares to SOFR

+3.25% before the refinancing. GCC continues to pursue

attractive refinancing opportunities.

Other corporate events

During the year, the Company completed a share buyback

program of 300,000 of its own shares initiated in May. The

treasury shares may be used as settlement for incentive

schemes, to reduce the capital of the Company, in connection

with investments or as settlement in potential acquisitions. The

shares were repurchased at an average price of NOK 169.06 per

share, equal to a total amount of NOK 50.7 million.

On 22 June, GCC shares commenced trading on OTCQX In

New York, providing a transparent trading platform for Gram

Car Carrier’s existing and potential future US-based investors.

The cross-trading is expected to create additional long-term

value through a broader US investor base and higher trading

volumes over time.

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 2023 with con-

tinued undersupply of vessels.

The strong market fundamentals reflect multiple years of

underinvestment in new vessels 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 2024. The IMF

forecasts a GDP growth of 3.1% in 2024, compared to 3.1%

growth in 2023 and 3.5% growth in 2022. LMC Automotive’s

most recent forecast estimates 2.7% growth in 2024 sales

of 92.3 million light vehicles making it the first year since the

pandemic to exceed the 2019 pre-covid sales numbers. This

follows an estimated a 10.8% growth in 2023.

The global fleet controlled by PCTC tonnage providers

amounted to 186 vessels at end of 2023, up six vessels during

the year. In total, 18 vessels controlled by tonnage providers

were open for contract renewal in 2024 and 34 vessels open in

2025, including newbuildings to be delivered. This compares to

42 vessels fixed in 2023 and 65 vessels fixed in 2022, including

forward fixtures.

The high ordering activity continued in 2023 due to the strong

car shipping market. This follows almost ten years of a flat to

slightly decreasing global PCTC fleet. Currently, 99 vessels are

scheduled to be delivered from shipyards before end-2025.

The total order book comprised 194 vessels with planned

deliveries up until 2028. These will lead to a gradual increase in

the PCTC fleet which is expected to be absorbed in the market

over the coming years. In the current PCTC fleet, 147 vessels

are older than 20 years and candidates for recycling.

At year-end, the global car carrier fleet amounted to 766

vessels, according to Clarksons. The global order book was

37% of the current capacity. This compares to a historical

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

order book is still expected to be insufficient to meet the esti-

mated demand growth, at least through 2025. Please see the

market overview section of the annual report for more details.

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People, organisation and working environment

As at 31 December 2023, 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 4.3% in 2023 (2022: 5.4%) 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

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 2023 and

the financial position at year end.

Income statement

2023 operating revenue of USD 200.9 million reflected higher

average time charter rates and utilisation across all vessel

types compared to the prior year’s operating revenue of

USD 121 million. Vessel operating expenses amounted to

USD 48 million (USD 41.4 million) and reflected a larger fleet

and general cost inflation. Administrative expenses were

USD 10.3 million (USD 9 million) and included non-cash

expenses of USD 3.7 million (USD 0.9 million) relating to long-

term employee incentive programmes.

Operating profit before depreciation (EBITDA) was USD 142.7

million, an increase from USD 70.6 million in 2022.

Gain on the sale of the Viking Constanza amounted to USD 13.1

million. Depreciation was USD 31.8 million (USD 27.5 million). The

increase is mainly due to vessels acquired in 2022 and 2023.

Operating profit (EBIT) amounted to USD 123.9 million (USD 43.1

million). Net financial expenses of USD 29.9 million (USD 19.2

million) reflected mainly interest expense on vessel loans and

leases. The increase in financial expense is mainly a function

of higher interest rates and non-recurring refinancing related

expenses of USD 1.5 million, which more-than offset lower

interest margins on the debt portfolio.

Net income for the year of USD 94 million compared with a

profit of USD 23.9 million in 2022. This equalled basic earnings

per share of USD 3.23 per share (USD 0.83).

Financial position

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

USD 59.5 million (USD 30.3 million) and USD 41.6 million (USD 15

million) in available undrawn credit lines. Vessels and other

tangible assets amounted to USD 558.6 million (USD 568.2

million), with the decrease from the previous period reflecting

depreciation and the net impact to vessels transactions

during the year. Interest-bearing debt, including lease liabil-

ities amounted to USD 297.4 million (USD 339.5 million). Total

assets and book equity were USD 630.5 million (USD 609.7

million) and USD 290.7 million (USD 243.5 million), respectively.

The increase net profit for the period less dividends paid. The

book equity ratio was 46% (40%) as of 31 December 2023.

Cash flow

Cash flow from operating activities was USD 156.9 million

(USD 79.6 million). The difference compared with reported

EBITDA for the period was mainly due to income from con-

tracts with a deescalating rate structure being recognised

on a straight-line basis in accordance with IFRS. Cash used in

investing activities of USD 2.6 million (USD 63.4 million) reflected

net of the sale of Viking Constanza, the acquisition of 100% of

Environmental, Social and Governance

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the shares in the company owning the Mediterranean Sea,

as well as drydocking and vessel upgrades. Cash flow from

financing activities was negative USD 130.3 million (negative

USD 1.9 million) reflected the net impact of dividend paid, debt

and lease refinancing activities, interest payments and sched-

uled instalments under the Group’s debt facilities and leases

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

positive USD 29.2 million in 2023 (positive USD 14.3 million).

Dividend

GCC has built a significant revenue backlog providing good

visibility on future cash flow. For 2023, Gram Car Carriers

distributed a total dividend of USD 2.318 per share, compared

to USD 0.408 per share distributed in total for 2022. The distri-

butions were made in quarterly instalments and constituted

a repayment of the Company’s paid in capital. Effective from

the second quarter of 2023, the Company’s dividend pay-out

ratio was increased from 50% to 75% of net profit.

Parent company financial statements

Gram Car Carriers ASA reported a net profit of USD 58.8 million

or 2023, compared with a net loss of USD 8.7 million for 2022.

As at 31 December 2023, total assets amounted to USD 206.2

million (USD 194.4 million) and equity was USD 174.2 million

(USD 161.8 million).

Allocation of profit for the parent company

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

Carriers ASA, of USD 58.8 million has been allocated in its

entirety to retained earnings.

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 2024 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 Statement included in the appendix and available 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 2022 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 otherwise 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.

The Group may also be exposed to security risks and all

charter contracts have clauses allowing for relevant measures

to ensure the safety of crew and vessels. On 21 December,

GCC notified charterers that its vessels are restricted from

passing through the Red Sea after the Norwegian Maritime

Authority raised the security level in the southern part of the

Red Sea to the highest level.

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 Company’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.

At 31 December 2023, 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

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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. A breach of such covenants could have a material

adverse effect on the Group’s operations. At 31 December 2023,

the Group complied with all financial covenants.

Events after the balance sheet date

On 8 January 2024, the Distribution vessel Viking Princess

was delivered to the new owner. GCC realised a book gain of

USD 5.4 million from the divestment, which will be recognised

in first quarter 2024.

On 25 January, GCC repurchased the Panamax vessel Viking

Adventure by exercising a purchase option under the existing

lease. The leasing debt has been replaced by a new USD 41

million senior secured credit facility with a leading Japanese

bank. The loan has a duration matching the vessels current

charter ending in mid-2028 and a margin of SOFR +1.73.

On 6 February, the Company announced the sale of the Mid-

size vessel Viking Amber (4,200 CEU, built 2010) for a total cash

consideration of USD 64.6 million. GCC expects to recognise a

net book gain of USD 36.6 million upon completion of the sale

in the second quarter of 2024. The transaction is in line with

GCC’s strategy of creating additional value in a strong car

shipping market with historically high charter rates and asset

values. The sale frees up capital to strengthen the balance

sheet and support quarterly dividend distributions.

Outlook

GCC is well positioned in a historically strong market with

long-term favourable supply demand dynamics. The

Company has rechartered its vessels on contracts setting new

industry standards in terms of dayrates and duration. This is

reflected in a near record revenue backlog and expectations

for long-term stable earnings and cashflow going forward,

supported by improved vessel financing terms. Combined

with an 75% dividend pay-out ratio, this provides the founda-

tion for continued attractive direct shareholder returns.

Oslo, 23 April 2024

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

/sign/

Ivar Myklebust

Chair of the Board

/sign/

Nikolaus H. Schües

Vice Chair of the Board

/sign/

Clivia Breuel

Board member

/sign/

Dr. Gaby Bornheim

Board member

/sign/

Alasdair Locke

Board member

/sign/

Christine Rødsæther

Board member

/sign/

Nils Kristoffer Gram

Board member

/sign/

Georg A. Whist

CEO

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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. The policies, instructions

and manuals are subject to regular review, and are updated if

appropriate.

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 2023

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 2023, the company’s consolidated equity was

USD 290.7 million, which is equivalent to 46% 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 75% 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

conditions and other factors that may be deemed relevant.

Dividends on the Company’s shares shall, unless otherwise com-

municated, be declared in USD and settled in NOK.

For 2023, 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 the annual general meeting

(AGM). The distributions totalled USD 2.318 per share with

payment of the dividend for fourth quarter taking place in

February 2024.

Share capital increases and issuance of shares

At the AGM on 12 May 2023, the following authorisations were

granted to the Board of Directors:

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

rounds, by up to NOK 17,071,516 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 AGM in

2024, however in any event no later than until 30 June 2023.

The authorisation was not used as at 31 December 2023.

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

more rounds, by up to NOK 4,267,879 in connection with the

Company’s share option programme and other incentive

schemes. The authorisation is valid until the AGM in 2024,

however in any event no later than until 30 June 2024. The

authorisation was not used as at 31 December 2023.

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

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

NOK 4,267,879. 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 AGM in 2024, however in any event no later

than until 30 June 2024. The authorisation comprises agreed

pledge on the Company’s own shares. The authorisation was

partially used in 2023.

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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 4,267,879. 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 AGM in 2023, however in any event no later than until

30 June 2024. The authorisation comprises agreed pledge on

the Company’s own shares. The authorisation was partially

used in 2023.

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 maintain 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 shareholders.

In May 2023, the Company initiated a share repurchase

program in accordance with the Board authorisations granted

by the 2022 and 2023 AGMs to give the board flexibility to use

treasury shares as settlement under the Company’s incentive

schemes or to reduce the capital of the Company. Furthermore,

shares acquired under the program may be used by the

Company in connection with investment within the Company’s

business area or as settlement in potential acquisitions. A total

of 300,000 shares were repurchased at an average price of

NOK 169 per share.

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

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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

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 2 March 2023, Gram Car Carriers held an EGM to approve

the distribution of a cash dividend for the fourth quarter of

2023, with 58.13% of the share capital represented.

On 12 May 2023, Gram Car Carriers held its AGM digitally, with

62.36% 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 2023 the committee comprised three members:

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

are appointed until the AGM in 2025.

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 is considered

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

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

2022 in a value accretive transaction deemed to be in the

common interest of the Company and its shareholders.

The composition of the nomination committee is considered

suitable to attend to the interests of the Company and its share

holders in carrying out its responsibilities. The general meeting

stipulates the guidelines for the duties of the committee and

determines the committees’ remuneration. The current instruc

tions 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 2023,

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 2023,

Alasdair Locke, Dr. Gaby Bornheim and Christine Rødsæther

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

AGM in 2025. The remaining members were re-elected at the

AGM in 2023 for the period until the AGM in 2024. In 2023, the

Board held 12 meetings. These were a combination of physical

and Teams meetings as well as circulation of documents.

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Name Role

Considered independent

of main shareholders

Served

since

Term

expires

Participation

Board meetings

2023

Shares in GCC

(direct/ indirect)

at 31 Dec 2023

Ivar Myklebust Chair Yes 2021 2024 92% 42,000

Nikolaus H. Schües Vice Chair No 2022 2024 100% 8,319,668

Alasdair Locke Member Yes 2021 2025 100% 2,038,782

Dr. Gaby Bornheim Member Yes 2022 2025 92% N.A

Clivia Breuel

Member No 2022 2024 75% 3,632,2651

Christine Rødsæther Member Yes 2021 2025 83% 18,745

Nils Kristoffer Gram Member Yes 2021 2024 92% 4,000

Mr. Nicolaus Bunnemann

Alternate member No 2022 2024 33% 3,632,265

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

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

member, N. Bunnemann is not expected to attend all board meetings

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 2023 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 2023,

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 2023, the committee comprised

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

and Clivia Breuel.

The remuneration committee’s duties shall be governed by

separate 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.

The ESG committee

In January 2024, the ESG Committee was established to assists

the Board in discharging its responsibilities and duties related

to material ESG matters, enhancing governance structures,

ensuring oversight and driving strategic decisions aligned with

the Company’s sustainability objectives. Please see the sepa

rate ESG section of the annual report for more information.

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 maintaining

sufficient internal control over financial reporting. Company-specific

policies, standards and accounting principles have been developed

for the annual and quarterly financial reporting of the Group. The

CEO and the CFO 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 accord

ance 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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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

2023 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 guideline for the

determination of salary and other remuneration for senior

executives.

The guideline contributes to the Company’s commer-

cial strategy, long-term interests and financial viability in

compliance with the regulation on guidelines and reports

on remuneration for executive personnel. The guideline

was approved by the AGM in 2023 and is available on the

Company web page. It shall be approved by the AGM at least

every fourth year. The Board, assisted by the remuneration

committee, prepares a report on remuneration to execu-

tive 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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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

2023 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

2023, each with a nominal value of NOK 2.91. There were no new shares issued in 2023.

During the year, the Gram Car Carrier share traded between NOK 220 and NOK 135.2 per share

and total traded volume amounted to 13.5 million shares, equal to approximately 46% of the

shares outstanding.

Major shareholders and voting rights

Gram Car Carrier ASA had 1,139 registered shareholders in the Norwegian Central Securities

Depository (VPS) on 31 December 2023 (2022: 1,043), whereof the 20 largest shareholders owned

81.4% (76.7%). All the shares registered by name carry equal voting rights. The shares are freely

negotiable.

100

150

200

250

Dec

2023

Nov

2023

Oct

2023

Sep

2023

Aug

2023

Jul

2023

Jun

2023

May

2023

Apr

2023

Mar

2023

Feb

2023

Jan

2023

GCC

-20%

-10%

10%

20%

30%

40%

50%

60%

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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6161 GovernanceGovernance | Shareholder informationGovernance | Shareholder information

Gram Car Carrier’s 20 largest shareholders

as at 31 December 2023

Shareholder No of shares In % of total

F. Laeisz GmbH 8,319,668 28.70%

AL Maritime Holding Pte. Ltd. 3,632,265 12.53%

Glenrinnes Farms Limited 2,038,782 7.03%

HM Gram Investments III Limited/

HM Gram Enterprises Limited/

HMG AS/ Harald Mathias Gram

1,792,845 6.19%

BNP Paribas (nominee) 992,700 3.42%

BNP Paribas (nominee) 766,003 2.64%

AS Straen 637,688 2.20%

UBS Switzerland AG 607,298 2.10%

Clearstream Banking S.A. 563,745 1.94%

BNP Paribas (nominee) 560,122 1.93%

Larsson Shipping AB 551,879 1.90%

Hamilton Carriers Ltd 499,638 1.72%

Intesa Sanpaolo S.p.A 468,150 1.62%

Nordea Bank Abp 445,468 1.54%

Citibank 425,810 1.47%

Verdipapirfondet DNB SMB 411,044 1.42%

Verdipapirfondet Storebrand Norge 294,935 1.02%

Surfside Holding AS 275,000 0.95%

Hesnes Invest AS 260,148 0.90%

Currus Navi AS 238,009 0.82%

Others 5,203,825 17.95%

Total (net of treasury shares) 28,985,022 100.00%

Gram Car Carriers ASA (treasury shares) 300,000

Total 29,285,022

An overview of the 20 largest shareholders is available on the

Gram Car Carrier website, updated on a regular basis.

Corporate actions

Corporate action Date

Completed share repurchase programme of 300,00 shares 15 Jun 23

GCC shares started trading on the OTCQX® Best Market, New York (Ticker: GCCRF) 22 Jun 23

Agreement to sell two Distribution vessels for a total cash consideration of USD 43.5 million 05 Jul 23

Assumed full ownership of the Mid-size vessel Mediterranean Sky through

acquisition of 100% of the shares in the ship owning company Gram Car AS

05 Sep 23

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Dividends and dividend policy

The Company’s dividend policy is to pay at least 75% 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 2023 0.979 10.33 28.37 12 Feb 2024 13 Feb 2024 15 Feb 2024

Q3 2023 0.645 7.19 18.70 07 Nov 2023 08 Nov 2023 10 Nov 2023

Q2 2023 0.470 4.89 13.61 17 Aug 2023 18 Aug 2023 22 Aug 2023

Q1 2023 0.220 2.39 6.56 19 May 2023 22 May 2023 23 May 2023

Analyst coverage

Eight Norwegian and Nordic investment banks had active coverage of Gram Car Carriers ASA at the end of 2023, compared with six

at the end of 2022. For contact details, please see the company website www.gramcar.com.

General meetings and Board authorisations

The 2023 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 17,071,516 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 4,267,879. 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 4,267,879. The

authorisation comprises agreed pledge on the Company’s

own shares

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 4,267,879. The

authorisation comprises agreed pledge on the Company’s

own shares

Further information can be found in the minutes from the

Annual general meeting, available from the Company’s

website www.gramcar.com.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 24 Apr 2024

Annual general meeting 15 May 2024

Half-yearly interim report - Q2 20 Aug 2024

Interim report - Q3 13 Nov 2024

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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6464 GovernanceGovernance | Shareholder informationGovernance | Shareholder information

Financial

statements

Consolidated financial statements

Notes to the Consolidated

financial statements

Parent company financial statements

Notes to the Parent company

financial statements

Responsibility statement

107

Auditor’s report

108

65 FinancialsFinancials

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 condensed interim consolidated

financial statements (unaudited)

Note 01 General information

Note 02 Basis for preparation

Note 03 Material 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 Interest-bearing debt

Note 16 Lease liabilities

Note 17 Trade and other payables

Note 18 Transactions with related parties

Note 19 Group companies

Note 20 Share capital and shareholders

Note 21 Earnings per share

Note 22 Share-based payments

Note 23 Financial instruments

Note 24 Financial risks and capital management

Note 25 Subsequent events

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6666 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements

Consolidated

statement of income

In USD thousands Notes 2023 2022

Operating revenue 6 200,935 120,976

Vessel operating expenses 7 (47,960) (41,385)

Administrative expenses 8 (10,268) (8,995)

Operating profit before depreciation (EBITDA) 142,707 70,596

Gain from the sale of vessel 11 13,057 -

Depreciation 11, 12 (31,846) (27,470)

Operating result (EBIT) 123,917 43,126

Financial income 9 1,856 1,113

Financial expenses 9 (31,732) (20,362)

Profit before tax (EBT) 94,041 23,877

Income tax expense 10 (16) -

Profit for the period 94,025 23,877

Attributable to:

Equity holders of the parent company 94,025 23,877

Non-controlling interests - -

94,025 23,877

Earnings per share (USD):

Basic earnings per share 21 3.23 0.83

Diluted earnings per share 21 3.18 0.82

Consolidated statement of

comprehensive income

In USD thousands Notes 2023 2022

Profit for the period 94,025 23,877

Exchange differences on translation of foreign operations 94 (23)

Total comprehensive income 94,119 23,854

Attributable to:

Equity holders of the parent company 94,119 23,854

Non-controlling interests - -

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6767 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements

Consolidated statement of financial position

In USD thousands Notes 31 Dec 2023 31 Dec 2022

Assets 630,534 609,741

Non-current assets 560,610 568,858

Vessels and other tangible assets 11 558,567 568,211

Right-of-use assets 12 1,534 141

Other non-current assets 509 506

Current assets 69,924 40,883

Inventories 2,176 2,088

Trade and other receivables 13 5,282 4,498

Cash and cash equivalents 14 59,481 30,287

Other current assets 2,984 4,010

Equity and liabilities 630,534 609,741

Equity 20 290,739 243,481

Non-current liabilities 253,267 297,045

Interest-bearing debt 15 252,010 297,045

Lease liabilities 16 1,257 -

Current liabilities 86,529 69,215

Interest-bearing debt 15 43,792 42,271

Lease liabilities 16 342 154

Trade and other payables 17 13,344 10,593

Deferred income 6 29,050 16,197

Oslo, 23 April 2024

Board of Directors and Chief Executive

Officer, Gram Car Carriers ASA

/sign/

Ivar Myklebust

Chair of the Board

/sign/

Nikolaus H. Schües

Vice Chair of the Board

/sign/

Clivia Breuel

Board member

/sign/

Dr. Gaby Bornheim

Board member

/sign/

Alasdair Locke

Board member

/sign/

Christine Rødsæther

Board member

/sign/

Nils Kristoffer Gram

Board member

/sign/

Georg A. Whist

CEO

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6868 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements

Consolidated statement of changes in equity

In USD thousands

capital

premium

Treasury

Retained

earnings/ (acc.

losses)

Other

equity

Share-based

payments

reserve

Non-

controlling

interests Total

Equity at 1 January 2023 9,822 173,051 - (142,818) 202,522 902 - 243,481

Share-based payments - - - - - 1,895 - 1,895

Treasury shares (80) - (4,552) - - - - (4,632)

Total comprehensive income for the period - - - 94,025 94 - - 94,119

Effect of liquidation Old Group - - - - (478) - - (478)

Dividend paid - (43,646) - - - - - (43,646)

Equity at 31 December 2023 9,742 129,405 (4,552) (48,792) 202,139 2,797 - 290,739

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

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

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

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) (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

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6969 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements

Consolidated statement of cash flows

In USD thousands Note 2023 2022

Profit for the period 94,025 23,877

Financial (income)/ expenses 29,886 19,633

Depreciation 11, 12 31,846 27,470

Gain on disposal of vessel 11 (13,057) -

Share-based expenses 1,895 902

Income tax expense 16 -

Cash flow from operating activities before changes in working capital 144,611 71,882

Changes in working capital:

Trade and other receivables (774) (2,659)

Inventories 35 (350)

Other current assets 659 (2,987)

Trade and other payables (488) 663

Deferred income 12,852 13,068

Cash flow from operating activities 156,895 79,617

Income tax paid - -

Net cash flow from operating activities 156,895 79,617

In USD thousands Note 2023 2022

Investment in vessels and other tangible fixed assets 11 (9,962) (61,940)

Proceeds from disposal of vessel 11 34,712 -

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

Investment in subsidiary (22,187) (347)

Cash flow from/ (used in) investing activities 2,563 (63,368)

Dividend paid (43,646) (7,042)

Proceeds from issue of shares 20 - 58,822

Purchase of treasury shares (4,632) -

Proceeds from issue of debt 11, 15 50,000 311,164

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

Repayment of debt 15 (92,411) (353,116)

Proceeds/(repayment) of revolving credit facilities 15 (15,000) (15,000)

Repayment of lease liability (295) (47,226)

Interest paid on interest-bearing debt (24,443) (18,760)

Interest paid on lease liabilities (73) (27)

Other financial items 236 949

Cash flow used in financing activities (130,264) (1,923)

Net change in cash and cash equivalents 29,194 14,327

Cash and cash equivalents at beginning of period 14 30,287 15,960

Cash and cash equivalents at end of period 59,481 30,287

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7070 FinancialsFinancials | Consolidated financial statementsFinancials | Consolidated financial statements

Notes to the condensed interim consolidated financial statements (unaudited)

Note 01 General information

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

company (Norwegian: allmennaksjeselskap) incorporated and dom-

iciled 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 activ-

ities 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’ and also traded on OTCQX Best Market under the ticker ‘GCCRF’.

As per 31 December 2023 the Group operates 19 PCTC vessels, of

which 18 are owned vessels and one is leased vessels.

Note 02 Basis for preparation

The consolidated financial statements for the period 1 January 2023 –

31 December 2023 are prepared in accordance with IFRS® Accounting

Standards as adopted by the Euopean 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. Effective from 1 January 2023, the

Group has adopted amendments to IAS 1 with regard to disclosure of

accounting policies by replacing all instances of the term “significant

accounting policies” with “material accounting policy informa-

tion”. Accounting policy information is material if, when considered

together with other information included in an entity’s financial

statements, it can reasonably be expected to influence decisions that

the primary users of financial statements make on the basis of those

financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that

accounting policy information that relates to immaterial transactions,

other events or conditions is immaterial and need not be disclosed.

Accounting policy information may be material because of the

nature of the related transactions, other events or conditions, even if

the amounts are immaterial. However, not all accounting policy infor-

mation relating to material transactions, other event or conditions is

itself material.

None of the other amendments 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 2024 or later.

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Note 03 Material accounting policies

Consolidation

The consolidated financial statements comprise of the financial

statements of Gram Car Carriers ASA and its subsidiaries as at

31 December 2023. 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.

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

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

duration of six months to five 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.

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.

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 recognised 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 recognised 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 .

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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.

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 meas-

ured at amortised cost, using the effective interest method. The

calculation takes into account any premium or discount on acquisi-

tion 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.

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 utilised 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.

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.

Statement of cash flows

The statement of cash flows has been prepared based on the indirect

method.

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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.

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 techno-

logical 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 26%, 11.9% and 9.6% of the Group’s total time charter revenue

during the 12-months’ period ended 31 December 2023 (2022: 14.7%, 14.3% and 9.2%). 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 2023 2022

Asia 117,638 81,656

Europe 59,978 26,874

Other 26,595 11,951

Total time charter revenue 204,211 120,481

Note 06 Operating revenue

In USD thousands 2023 2022

Time charter revenue 204,211 120,481

Time charter hire commissions (3,383) (2,271)

Management fees and time charter hire commissions 212 1,336

Other income (105) 1,430

Total operating revenue 200,935 120,976

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 29,050,000 at 31 December 2023 comprises advance payments from customers

(31 December 2022: USD 16,197,000).

Negative other income of USD 105,000 in 2023 comprises mainly the over provision of receivable under loss of

hire insurance in 2022.

Other income of USD 1,430,000 in 2022 includes a USD 930,000 receivable under loss of hire insurance and

USD 500,000 dividend from Gram Car AS.

Contracted revenue from time charter parties entered into with charterers as at 31 December 2023 are as set

out below:

In USD thousands < 1 year 1-3 years 4-5 years > 5year Total

Time charter revenue 231,504 395,336 222,567 1,495 850,902

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 > 5year Total

Time charter revenue 187,880 352,951 274,819 40,776 856,427

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Note 07 Vessel operating expenses

Vessel operating expenses comprise of the following:

In USD thousands 2023 2022

Manning 22,632 20,852

Lubrication oil 2,277 2,194

Repair and maintenance 2,847 2,047

Spare parts 5,993 4,278

Insurance 2,858 2,351

Others 11,354 9,663

Total vessel operating expenses 47,960 41,385

All crew onboard the Group’s vessels are employed by third party crewing agents.

Note 08 Administrative expenses

Administrative expenses comprise of the following:

In USD thousands 2023 2022

Personnel expenses 7,518 5,672

Legal fees 320 983

Audit fees – audit 176 212

Audit fees – non-audit 16 38

Other professional fees 670 719

Other administrative expenses 1,568 1,371

Total administrative expenses 10,268 8,995

At 31 December 2023 the Group had 18 employees (31 December 2022: 17). Average number of employees during

the 12-months’ period ending 31 December 2023 was 17 (2022: 15).

Other administrative expenses include remuneration to the Board of Directors amounting to USD 323,000 (2022:

USD 367,000).

Personnel expenses comprise of the following:

In USD thousands 2023 2022

Salaries 2,123 2,020

Payroll taxes 1,498 686

Bonuses 1,733 1,817

Pensions 136 128

Share-based payment expense (note 22) 1,895 902

Other personnel expenses 133 119

Total 7,518 5,672

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The Group has defined contribution plans for all employees in accordance with mandatory occupational

pension requirements.

Loans to employees

At 31 December 2022, the Group had provided unsecured loans to employees of NOK 2,103,000. The interest is

as per the normal interest rate for the taxation of low-cost loans set by the Norwegian Directorate of Taxes. At

31 December 2023 loans had been fully repaid.

Management remuneration

Details about management remuneration are included in the 2023 remuneration report.

Bonuses and severance pay

Details about bonus schemes and severance pay for management are included in the

2023 remuneration report.

Remuneration to Board of Directors

Details about remuneration to Board of Directors of Gram Car Carriers ASA are included in the 2023

remuneration report.

Share-based payment

The Company has in place a long-term incentive programme for all employees and share option incentive

plan for senior executives. Further details about these incentive programs are presented in note 22.

Note 09 Financial income and expenses

Financial income and expenses comprise of the following:

In USD thousands 2023 2022

Interest income 1,303 457

Other financial income 553 656

Total financial income 1,856 1,113

Interest expense (27,308) (18,522)

Other financial expenses (4,425) (1,841)

Total financial expenses (31,732) (20,362)

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Note 10 Income tax

The Company and its subsidiary Gram Car Carriers Management AS are subject to ordinary taxation rules in

Norway. The ordinary rate of corporation tax in Norway is 22% for 2023 (2022: 22%).

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 135,000 in 2023 (2022: USD 120,000), and is recognised under vessel operating expenses.

Income tax expenses in the financial statement comprises of the following:

In USD thousands 2023 2022

Tax expense (16) -

Total (16) -

Reconciliation of income tax expense:

In USD thousands 2023 2022

Profit before tax (EBIT) 94,041 23,877

Expected tax at ordinary Norwegian tax rate (22%) (20,689) (5,253)

Recognised income tax expense - -

Difference between expected and recognised income tax expense (20,689) (5,253)

Difference between expected and recognised income tax expense is due to:

In USD thousands 2023 2022

Deferred tax asset not recognised 556 1,847

Effect of tonnage tax regime (21,229) (7,100)

Difference between expected and recognised income tax expense (20,673) (5,253)

Temporary differences:

In USD thousands 2023 2022

Losses carried forward (tonnage tax regime) (21,695) (14,546)

Exchange gain debt (tonnage tax regime) 339 -

Amortised debt issuance cost (tonnage tax regime) 4,925 5,749

Losses carried forward (11,471) (9,027)

Share-based payments (1,299) (1,182)

Other 29 (3)

Net temporary differences (29,172) (19,009)

Net deferred tax asset, 22% tonnage tax regime 3,615 1,935

Net deferred tax asset, 22% 2,803 2,247

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 2023 are as follows:

In USD thousands Vessels Equipment Total

Acquisition cost at 1 January 2023 857,279 39 857,318

Additions – Drydocking 2,735 - 2,735

Additions – Technical upgrade 7,035 - 7,035

Additions – Vessel through acquisition 33,548 - 33,548

Additions - 192 192

Disposal of vessel (44,973) - (44,973)

Acquisition cost 31 December 2023 855,625 231 855,855

Acc. depreciation and impairment at 1 January 2023 (289,092) (15) (289,107)

Depreciation for the period (31,483) (16) (31,499)

Disposal of vessel 23,318 - 23,318

Acc. depreciation and impairment at 31 December 2023 (297,257) (31) (297,288)

Carrying amount at 31 December 2023 558,367 200 558,567

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 and impairment at 1 January 2022 (274,630) (6) (274,636)

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

As at 31 December 2023, the Group operated 19 PCTC vessels.

In October, the Group sold the PCTC vessel Viking Constanza for USD 35,000,000, recognising a gain of

USD 13,057,000.

Vessels include dry-docking and technical upgrades. At 31 December 2023, the carrying amount for dry-

docking was USD 11,788,000 (31 December 2022: USD 13,177,000).

At 31 December 2023, vessels with carrying value of USD 558,367,000 have been pledged to secure the

various credit facilities (31 December 2022: USD 568,187,000), ref note 15.

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

2023 no such indicators have been identified.

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Note 12 Right-of-use assets

Details of the Group’s right-of-use assets at 31 December 2023 are as follows:

In USD thousands Vessels Office premises Total

Acquisition cost at 1 January 2023 - 1,294 1,294

Additions - 1,741 1,741

Disposal (end of lease) - (1,294) (1,294)

Acquisition cost 31 December 2023 - 1,741 1,741

Acc. depreciation and impairment at 1 January 2023 - (1,153) (1,153)

Depreciation for the period - (347) (347)

Disposal (end of lease) - 1,294 1,294

Acc. depreciation and impairment at 31 December 2023 - (206) (206)

Carrying amount at 31 December 2023 - 1,534 1,534

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

Disposals – Right-of-use assets (78,191) (244) (78,435)

Acquisition cost 31 December 2022 - 1,294 1,294

Acc. Depreciation and impairment at 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

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

2023 no such indicators have been identified.

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Note 13 Trade and other receivables

In USD thousands 2023 2022

Trade receivables 835 436

Tax receivables 90 829

Other receivables 4,357 3,232

Total trade and other receivables 5,282 4,498

Other receivables of USD 4,357,000 as per 31 December 2023 (2022: USD 3,232,000) include expected

proceeds related to claims under the Group’s marine insurance policies.

Note 14 Cash and cash equivalents

In USD thousands 2023 2022

Bank deposits (USD) 57,141 27,823

Bank deposits (NOK) 2,054 1,222

Bank deposits (NOK) – Restricted (employee withholding tax account) 102 1,048

Bank deposits (SGD) 17 53

Bank deposits (EUR) 29 74

Cash 139 67

Total cash and cash equivalents 59,481 30,287

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Note 15 Interest-bearing debt

In USD thousands 2023 2022

Interest-bearing debt – non-current 257,616 303,372

Amortised debt issuance costs (5,606) (6,327)

Total non-current interest-bearing debt 252,010 297,045

Interest-bearing debt - current 43,792 42,271

Total interest-bearing debt 295,802 339,316

Details of the Group’s interest-bearing debt at 31 December 2023 are as follows:

USD thousands Currency

Facility

amount Margin Maturity

Out-

standing

USD 332 million senior secured credit facility USD 332,000 SOFR +2.40% Jan 2027 228,963

USD 15 million senior secured credit facility

(Viking Drive/Viking Princess) USD 15,000 SOFR +4.20% Apr 2025 7,835

USD 35 million senior secured credit facility

(Viking Bravery) USD 35,000 SOFR +1.65% Jul 2028 35,000

Lease (Viking Adventure) USD 70,000 SOFR +4.26% Jan 2030 29,610

301,408

Amortised debt issuance costs (5,606)

Total interest-bearing debt

at 31 December 2023 295,802

In October 2023, the Group sold the PCTC vessel Viking Constanza and made a partial repayment under the

USD 302 million senior secured credit facility.

In December 2023, the Group completed a refinancing of the PCTC vessel Viking Bravery, whereby the Group

exercised a purchase option under the lease agreement and entered into a USD 35 million senior secured

credit facility agreement to finance the vessel.

During December 2023, the Group also completed a refinancing of the PCTC vessel Mediterranean Sea,

whereby the Group fully repaid the existing debt and entered into a new USD 30 million accordion option

under the existing USD 302 million senior secured credit facility comprising of a 15 million term loan facility

and USD 15 million revolving credit facility.

Following the partial repayment and accordion option referred to above the USD 332 million senior secured

credit facility includes revolving credit facilities of USD 110.7 million. At 31 December 2023 USD 41.6 million of the

revolving credit facilities were undrawn (31 December 2022: USD 15 million).

In 2023, the Group transitioned from a fixed interest margin on the USD 332 million senior secured credit

facility to pricing based on a net interest-bearing debt (NIBD)/EBITDA grid. NIBD/EBITDA at 31 December 2023

was 1.7, resulting in a margin of SOFR + 2.40%. The margin will remain at this level until NIBD/EBITDA decreases

below 1.5, when the margin will reduce further to SOFR + 2.25%.

As at 31 December 2023, 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 (125% for Viking Adventure).

Details of the Group’s contractual maturities of interest-bearing debt on a non-discounted basis as at

31 December 2023 are as follows:

USD thousands

Due within

12 months 1-3 years 4-5 years >5 years Total

Interest-bearing debt 43,792 217,440 28,191 11,985 301,408

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Details of the Group’s interest-bearing debt at 31 December 2022 are as follows:

USD thousands Currency

Facility

amount Margin Maturity Outstanding

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

Details of the Group’s contractual maturities of interest-bearing debt on a non-discounted basis as at

31 December 2023 are as follows:

USD thousands

Due within

12 months 1-3 years 4-5 years >5 years Total

Interest-bearing debt 42,271 83,990 187,768 31,615 345,643

Reconciliation of movements in Group’s interest-bearing debt for the twelve-months’ period ending

31 December 2023 and 12-months’ period ending 31 December 2022:

USD thousands 2023 2022

Interest-bearing debt (current and non-current) at beginning of period 339,316 326,760

Repayment of debt (105,736) (368,116)

Issuance of new debt 50,000 387,000

Debt issuance costs (1,675) (7,523)

Loan through acquisition 11,318 -

Non-cash amortisation of debt issuance costs 2,578 1,196

Interest-bearing debt (current and non-current) at end of period 295,802 339,316

Note 16 Lease liabilities

Lease liabilities amounting to USD 1,599,000 at 31 December 2023 (31 December 2022: USD 154,000) comprise

of lease liabilities relating to the office premises in Oslo and Singapore, all of which are current and due

within 12-month.

Reconciliation of movements in Group’s lease liabilities for the twelve-months’ period ending 31 December

2023 and 12-months’ period ending 31 December 2022:

USD thousands 2023 2022

Lease liabilities (current and non-current) at beginning of period 154 47,379

Repayment of lease liabilities (295) (47,226)

Additions 1,740 -

Lease liabilities (current and non-current) at end of period 1,599 154

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

8383 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 17 Trade and other payables

In USD thousands 2023 2022

Trade payables 1,553 1,448

Accrued interest 3,687 1,087

Accrued expenses 6,434 6,000

Other payables 1,670 2,058

Total trade and other payables 13,344 10,593

Note 18 Transactions with related parties

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.

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 2023 2022

Technical ship management fees Reederei F. Laeisz GmbH (641) (343)

Charter hire commissions Martini Dry Chartering GmbH (429) (187)

Commissions Global Auto Carriers Group - 341

Corporate and administrative services fee Global Auto Carriers Group 38 30

Trademark license P D Gram & Co AS (200) (206)

All related party transactions are carried out at market terms.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

8484 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 19 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 Shipowning 2 AS Dormant Norway 100%

Gram Car Carriers Shipowning 3 AS Shipowning Norway 100%

(formerly Gram Car Carriers Leasing 1 AS) Shipowning Norway 100%

Gram Car Carriers Shipowning 4 AS Shipowning Norway 100%

Gram Car Carriers Leasing 3 AS Shipowning Norway 100%

Gram Car Carriers Invest AS Investment holding Norway 100%

Gram Car AS Dormant Norway 100%

Mediterranean Sea AS Dormant Norway 100%

Gram Car Carriers Management AS Management Norway 100%

Gram Car Carriers Services Pte. Ltd. Management Singapore 100%

The subsidiary Gram Car Carriers Leasing 2 AS was liquidated in 2023. During 2023, the Group increased the

ownership in affiliate Gram Car AS from 1% to 100%. At 31 December 2023, Gram Car AS and its subsidiary

Mediterranean Sea AS are under voluntary liquidation after all assets have been transferred to other Group

companies.

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

8585 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 20 Share capital and shareholders

In USD thousands No. of shares Share capital

1 January 2023 29,285,022 9,822

31 December 2023 29,285,022 9,822

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

At 31 December 2023 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.

At 31 December 2023 the Company held 300,000 treasury shares, all of which were acquired in 2023.

In 2023 total distributions to shareholders amounted to NOK 471,379,000. An additional distribution to

shareholders amounting to NOK 299,415,000 was approved by the Board of Directors on 7 February 2023.

Largest shareholders at 31 December 2023 are set out below:

Shareholder No of shares In % of total

F. Laeisz GmbH 8,319,668 28.70%

AL Maritime Holding Pte. Ltd. 3,632,265 12.53%

Glenrinnes Farms Limited 2,038,782 7.03%

HM Gram Investments III Limited/HM Gram Enterprises Limited/

HMG AS/ Harald Mathias Gram

1,792,845 6.19%

BNP Paribas (nominee) 992,700 3.42%

BNP Paribas (nominee) 766,003 2.64%

AS Straen 637,688 2.20%

UBS Switzerland AG 607,298 2.10%

Clearstream Banking S.A. 563,745 1.94%

BNP Paribas (nominee) 560,122 1.93%

Larsson Shipping AB 551,879 1.90%

Hamilton Carriers Ltd 499,638 1.72%

Intesa Sanpaolo S.p.A 468,150 1.62%

Nordea Bank Abp 445,468 1.54%

Citibank 425,810 1.47%

Verdipapirfondet DNB SMB 411,044 1.42%

Verdipapirfondet Storebrand Norge 294,935 1.02%

Surfside Holding AS 275,000 0.95%

Hesnes Invest AS 260,148 0.90%

Currus Navi AS 238,009 0.82%

Others 5,203,825 17.95%

Total (net of treasury shares) 28,985,022 100.00%

Gram Car Carriers ASA (treasury shares) 300,000

Total 29,285,022

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

8686 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

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 0.82%

Gunnar Koløen Chief Financial Officer 27,500 0.09%

Børre Mathisen Chief Operating Officer 27,035 0.09%

Harald Mathias Gram Head of Projects and IR HM Gram Investments III Limited/HM Gram Enterprises Limited/HMG AS 1,792,845 6.19%

Ivar Hansson Myklebust Chair of the Board H & M Hinderaker & Myklebust AS 42,000 0.14%

Nikolaus H. Schües Vice Chair F. Laeisz GmbH 8,319,668 28.70%

Alasdair James Dougall Locke Board Member Glenrinnes Farms Limited 2,038,782 7.03%

Christine Rødsæther Board Member 18,745 0.06%

Nils Kristoffer Gram Board Member 3,000 0.01%

Clivia Catharina Breuel Board Member AL Maritime Holding Pte. Ltd. 3,632,265 12.53%

Total 16,139,849 55.68%

As a proportion of total shares outstanding net of 300,000 treasury shares as at 31 December 2023 (28,985,022 shares).

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8787 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 21 Earnings per share

USD thousands 2023 2022

Earnings:

Earnings for the purpose of basic earnings per share being profit for the period attributable to the equity holders of the parents company 94,025 23,877

Number of shares:

Weighted average number of shares for the purpose of basic earnings per shares 29,285,022 28,772,725

Effect of dilutive potential shares:

Treasury shares (300,000 shares acquired during 2023) (179,981) -

Long-term incentive program (maximum 416,718 matching shares, ref note 22) 392,956 326,575

Share option Incentive plan (800,000 share options, ref note 22) 390,518 79,337

Weighted average number of shares for the purpose of diluted earnings per share 29,588,515 29,178,637

Earnings per share (USD)

Basic earnings per share 3.23 0.83

Diluted earnings per share 3.18 0.82

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

8888 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 22 Share-based payments

The Group has two long-term incentive programmes for employees involving share-based compensation.

Long-term incentive program

In 2022, a long-term incentive program for all employees of the Group was introduced. In 2023, the program

was expanded. 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 15 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 10 July 2023 and

the vesting period for the program is from the award date until 30 May 2025 and 30 May 2026, respectively.

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 2023, the participating employees have committed a total of 138,906 (2022: 94,634) shares

in connection with the program meaning up to 416,718 (2022: 283,902) new shares in aggregate may be

issued as part of the program. The estimated fair value of the programs at the grant date was USD 1,405,000

(2022: USD 1,105,000).

In 2023 a total expense of USD 959,000 was recognised in relation to the long-term incentive program

(including USD 345,000 relating to social security tax).

Share option incentive plan

In 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. In

2023 a total expense of USD 1,941,000 was recognised in relation to the share option incentive plan (including

USD 660,000 relating to social security tax).

The significant assumptions used to estimate fair value of the share options are as follows: 800,000

share options

Grant date 26 August 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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8989 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 23 Financial instruments

Categories of financial assets are set out below:

USD thousands 2023 2022

Instruments at amortised cost:

Other non-current assets 509 506

Trade and other receivables 5,282 4,498

Cash and cash equivalents 59,481 30,287

Total financial assets 65,272 35,291

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 2023 2022

Instruments at amortised cost:

Interest-bearing debt 295,802 339,316

Lease liabilities 1,599 154

Trade and other payables 13,344 10,593

Total financial liabilities 310,745 350,063

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 approxi-

mates 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 24 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 instru-

ments 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

2023 the Group had not entered into any such instruments. A 50 basis points increase in the Secured

Overnight Financing Rate (SOFR) would increase interest expense by about 6% during the 12-months’ finan-

cial period ending 31 December 2023. Total floating rate interest-bearing debt as at 31 December 2023 was

USD 301,408,000 (31 December 2022: 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 credit-

worthy 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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9090 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Details of the Group’s contractual maturities of financial liabilities on a non-discounted basis as at

31 December 2023 are as follows:

USD thousands < 1 year 1-3 years 4-5 years >5 years Total

Interest-bearing debt 43,792 217,440 28,191 11,985 301,408

Lease liabilities 342 512 745 - 1,599

Interest 16,581 25,160 3,174 711 45,626

Trade and other payables 13,344 - - - 13,344

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

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 2023 the book equity ratio was 46%. Cash and

cash equivalents represent 20% 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 75% of net profits to shareholders by way of dividends or

distribution of paid-up capital. During the period 1 January 2023 – 31 December 2023 the Company has

made a total of NOK 471,379,000 in distributions to shareholders. On 7 February 2024, the Board of Directors

approved an additional distribution of NOK 299,415,000 to shareholders.

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9191 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Note 25 Subsequent events

On 8 January 2024, the Distribution vessel Viking Princess was delivered to the new owner. GCC realised a

book gain of USD 5.4 million from the divestment, which will be recognised in first quarter 2024.

On 25 January, GCC repurchased the Panamax vessel Viking Adventure by exercising a purchase option

under the existing lease. The debt has been replaced by a new USD 41 million senior secured credit facility

with a leading Japanese bank. The loan has a duration matching the vessels current charter ending in mid-

2028 and a margin of SOFR +1.73%.

On 6 February, the Company announced the sale of the Mid-size vessel Viking Amber (4,200 CEU, built 2010)

for a total cash consideration of USD 64.6 million. GCC expects to recognise a net book gain of USD 36.5 million

upon completion of the sale in the second quarter of 2024. The transaction is in line with GCC’s strategy of

creating additional value in a strong car shipping market with historically high charter rates and asset values.

The sale frees up capital to strengthen the balance sheet and support quarterly dividend distributions.

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9292 FinancialsFinancials | Notes to the Consolidated financial statementsFinancials | Notes to the Consolidated financial statements

Gram Car Carriers ASA

Audited financial statements

Statement of income

Statement of financial position

Statement of changes in equity

Statement of cash flows

Notes to the financial statements

Note 01 General information

Note 02 Basis for preparation

Note 03 Material accounting policies

Note 04 Administrative expenses

100

Note 05 Financial income and expenses

100

Note 06 Income tax

101

Note 07 Investments in subsidiaries

102

Note 08 Transactions with related parties

103

Note 09 Share capital and shareholders

104

Note 10 Share-based payments

105

Note 11 Guarantees

106

Note 12 Subsequent events

106

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

9393 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements

Statement of income

In USD thousands Notes 31 Dec 2023 31 Dec 2022

Administrative expenses 4 (5,826) (4,562)

Operating loss (EBIT) (5,826) (4,562)

Financial income 5 69,576 2,988

Financial expenses 5 (4,955) (7,101)

Profit/(loss) before tax (EBT) 58,796 (8,676)

Income tax expense 6 - -

Profit/(loss) for the period 58,796 (8,676)

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

9494 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements

Statement of financial position

In USD thousands Notes 31 Dec 2023 31 Dec 2022

Assets 206,176 194,347

Non-current assets 194,782 148,891

Investment in subsidiaries 194,782 148,891

Current assets 11,394 45,456

Trade and other receivables 84 187

Loans to subsidiaries 8,171 43,405

Cash and cash equivalents 3,006 1,739

Other current assets 133 126

Equity and liabilities 206,176 194,347

Equity 174,163 161,750

Current liabilities 32,013 32,597

Trade and other payables 1,528 678

Loans from subsidiaries 30,485 31,919

Oslo, 23 April 2024

Board of Directors and Chief Executive

Officer, Gram Car Carriers ASA

/sign/

Ivar Myklebust

/sign/

Nikolaus H. Schües

Chair of the Board Vice Chair of the Board

/sign/

Clivia Breuel

/sign/

Dr Gaby Bornheim

Board Member Board Member

/sign/

Alasdair Locke

/sign/

Christine Rødsæter

Board Member Board Member

/sign/

Nils Kristoffer Gram

/sign/

Georg A. Whist

Board Member

CEO

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

9595 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements

Statement of changes in equity

In USD thousands Share capital

premium

Treasury

shares Acc. losses Other equity

Share-based

payments

reserve Total

1 January 2023 9,822 173,051 - (9,284) (12,741) 902 161,750

Dividend distribution - (43,646) - - - - (43,646)

Treasury shares (80) - (4,552) - - (4,632)

Share-based payment - - - - - 1,895 1,895

Profit for the period - - - 58,796 - - 58,796

31 December 2023 9,742 129,405 (4,552) 49,512 (12,741) 2,797 174,163

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

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

9696 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements

Statement of cash flows

In USD thousands Note 31 Dec 2023 31 Dec 2022

Profit/ (loss) for the period 58,796 (8,676)

Share-based payment expense 1,895 902

Gain on liquidation of subsidiary (15,392) -

Cash flow from operating activities before changes in working capital 45,299 (7,774)

Changes in working capital:

Trade and other receivables 103 (187)

Loans to subsidiaries (4,400) 4,722

Other current assets (7) 961

Trade and other payables 850 (923)

Loans from subsidiaries 29,545 280

Cash flow from operating activities 71,391 (2,920)

Investment in subsidiaries (17,955) -

Loans to subsidiaries (7,415) (56,253)

Repayment of loans to subsidiaries 3,524 9,127

Cash flow from investing activities (21,846) (47,126)

Dividend paid (43,646) (7,042)

Purchase of treasury shares (4,632) 58,822

Cash flow from financing activities (48,278) 51,780

Net change in cash and cash equivalents 1,267 1,734

Cash and cash equivalents at beginning of period 1,739 5

Cash and cash equivalents at end of period 3,006 1,739

Gram Car Carriers Annual report 2023Gram Car Carriers Annual report 2023

9797 FinancialsFinancials | Parent company financial statementsFinancials | Parent company financial statements

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 2023.

Note 02 Basis for preparation

The financial statements for the period 1 January 2023 – 31 December

2023 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 2023.

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 2024 or later.

Note 03 Material 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

established, which is normally when the dividend has been resolved

by the general meeting of the entity paying the dividend.