Gram Car Carriers ASA

M&A Activity • Jul 26, 2024

BANK GUARANTEE NO. 00636-12-0069499

Bank guarantee issued in connection with SAS Shipping Agencies Services Sari's compulsory acquisition of outstanding shares in Gram Car Carriers ASA

I ^~ I

In connection with the compulsory acquisition by SAS Shipping Agencies Services Sarl, reg. no. Bl ¹³⁴⁵⁶ (the "Offeror"), ofall the issued and outstanding shares in Gram Car Carriers ASA, reg. no. 827 669 962 ("Gram"), not already owned by the Offeror (and excluding the 300,000 treasury shares owned by Gram), (the "Minority Shares") in accordance with Section 4-25 ofthe NorwegianPublic Limited Companies Act of ¹³ June 1997 no ⁴⁵ and Section 6-22 ofthe Norwegian Securities Trading Act of29 June ²⁰⁰⁷ no ⁷⁵ (the "Compulsory Acquisition"), and at the request ofand forthe account of the Offeror we, DNB Bank ASA (organization number ⁹⁸⁴ 851 ⁰⁰⁶ and registered address at Dronning Eufemias gate 30, 0191 Oslo, Norway) (the "IssuingBank"), hereby unconditionally guarantee as for our own debt (Norwegian: selvskyldnergaranti) in favor ofthe former shareholders in Gram (whose Minority Shares have been subject to the Compulsory Acquisition), the correct settlement ofthe compulsory acquisition price ofNOK 263,69 for each Minority Share for ^{633 622} Minority Shares, in aggregate NOK 167.079.785,18 (the "Principal Guarantee Amount"), in addition to interest for late payment as described below, in accordance with the terms and conditions ofthe Compulsory Acquisition set out in the letter sent to the registered holders ofthe Minority Shares regarding the Compulsory Acquisition (the "Compulsory Acquisition Letter").

Our liability under this guarantee is limited to the Principal Guarantee Amount plus interest for late payment, in accordance with prevailing rate for late payments as stipulated in the Norwegian Act on Interest on Overdue Payment of 17 December 1976 no 100 (currently 12.5% per annum), for ^a period ofup to four weeks calculated from the due date ofsettlement forthe Minority Shares acquired by the Offeror pursuant to the CompulsorAcquisition. No other claims will be covererby thelguarantee.

Claims underthis guarantee shall pe made only afterthe date ofdue payment, which accdrding to the Compulsory Acquisition Letteris the 12" ofSeptember ²⁰²⁴ at the latest, and must be received by us before 16:30 hours (CEST) on the 11" ofOctober 2024, after which time this guarantee lapses, is null and void and shall be returned to DNB Bank ASA at the address specified below.

Claims underthis guarantee shall be made in writing to:

DNBBankASA Postal address: P.O. Box 1600 Sentrum, N-0021 Oslo, Norway Visiting address: Dronning Eufernias gate 30, N-0191 Oslo, Norway Attn: International Guarantees (int.guarantees@dnb.no)

Claims underthis guarantee shall be accompanied by:

• a) a statement from the beneficiary or his/her attorney confirming whetherthe offered. compulsory acquisitionprice has been accepted ornot, and that correct settlement forthe beneficiary's Minority ~hares has not been receiyed in accordance with the terms and conditio?s ofthd[ ~ompulsory AcquisitionLetter; and I. ' ^I ! 1
• b) evidence that the beneficiary was the owner ofthe Minority Shares to which the claim is related at the time the Minority Shares were transferred to the Offeror.

Pursuant to Section 6-10 ofthe regulations to the Norwegian Securities Trading Act of29 June ²⁰⁰⁷ no 876, the Principal Guarantee Amount may, at the request ofthe Offeror and subject to approval by the Oslo Stock Exchange, be reduced proportionatelyby the amount corresponding to the numberofMinority Shares in respect ofwhich final settlement has been completed by the Offerorpursuant to the terms on the

1

I I I

11 ,

Compulsory Acquisition Letter, including ^a corresponding proportion ofthe amount to coverlate payment interests.

This guarantee shall be governed by and construed in accordance with Norwegi~n law. Jegal ~enue shall be ©slo District Court (as cor offirst instance). 1 ; 11

I I I

Oslo, 25 July 2024 For DNB Bank ASA

..-