Gram Car Carriers ASA

Annual / Quarterly Financial Statement • Feb 9, 2023

Gram Car Carriers ASA

Interim statement of financial position as per 31 December 2022

Interim statement of financial position

In USD thousands	Notes	31 Dec 2022
Assets		193,054
Non-current assets		148,891
Investment in subsidiaries	3	148,891
Current assets		44,163
Trade and other receivables		1,087
Loans to subsidiaries		41,211
Cash and cash equivalents		1,739
Other current assets		126
Equity and liabilities		193,054
Equity	2	161,584
Share capital		9,822
Share premium		173,051
Accumulated losses		(9,450)
Other equity		(11,840)

Oslo, 8 February 2023

Current liabilities 31,470 Trade and other payables 491 Loan from subsidiary 30,979

The Board and Chief Executive Officer of Gram Car Carriers ASA

Ivar Hansson Myklebust	Hans Nikolaus Schűes	Alasdair James Dougall Locke
Chair	Deputy Chair
Christine Rødsæther	Nils Kristoffer Gram	Gaby Bornheim
Nicolaus Robert Bunnemann Alternate board member	Georg Alexander Whist Chief Executive Officer

Notes to the interim statement of financial position

Note 1 – Basis for preparation

The interim statement of financial position of the Company at 31 December 2022 have been prepared in accordance with International Financial Reporting Standards ('IFRS') as endorsed by the European Union, and comprise of the financial position, and Is presented at the same accounting policies as the Company's financial statements for the period ended 31 December 2021.

The interim statement of financial position has been audited and prepared in order for the board of directors and annual general meeting of the Company to pass resolution to distribute extraordinary dividends based on the statement of financial position as of 31 December 2022.

Note 2 – Equity

	Share	Share	Retained earnings/	Other
In USD thousands	capital	premium	(acc. losses)	equity	Total
1 January 2022	125	6,670	(608)	(5,681)	506
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	-	-	(8,842)	-	(8,842)
31 December 2022	9,822	173,051	(9,450)	(11,840)	161,584

Note 3 – Investments in subsidiaries

				Equity
		Place of business/		investment
Name of company	Principal Activities	incorporation	Ownership	at cost
Gram Car Carriers Shipowning AS	Shipowning	Norway	100%	118,318
Gram Car Carriers Leasing 1 AS	Shipowning	Norway	100%	15,061
Gram Car Carriers Leasing 2 AS	Shipowning	Norway	100%	14,249
Gram Car Carriers Leasing 3 AS	Shipowning	Norway	100%	264
	Management
Gram Car Carriers Management AS	company	Norway	100%	1,000
Total				148,891

Investment in subsidiaries during the financial period ending 31 December 2022 comprises of subscription for shares against cash and/or contribution in kind in connection with the acquisition of the 19 PCTC vessels acquired by the Company and the subsidiaries during the period.

Gram Car Carriers Leasing 2 AS has been liquidated during 2023.

Auditor's report on interim balance sheet

To the Shareholders' Meeting of Gram Car Carriers ASA

Opinion

We have audited the interim balance sheet of Gram Car Carriers ASA as of 31 December 2022. The interim balance sheet which comprise of the balance sheet and significant accounting policies and notes. The interim balance sheet has been prepared by the Board of Directors and the Managing Director by applying the accounting principles in note 1 to the interim balance sheet.

In our opinion, the interim balance sheet presents fairly, in all material respects, the financial position of the Company at 31 December 2022 in accordance with the accounting principles described in the note to the interim balance sheet.

Basis for opinion

We conducted our audit in accordance with laws, regulations, and auditing standards and practices generally accepted in Norway, included International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities of our report. We are independent of the Company as required by laws and regulations, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Basis of preparation and restriction on distribution and use

Without modifying our opinion, we draw attention to note 1 in the interim balance sheet, which describes the basis of preparation. The interim balance sheet has been prepared to enable Gram Car Carriers ASA to carry out a distribution of dividend (Norwegian Limited Liability Companies Act section 8-1).

As a result, the interim balance sheet is considered not to be suitable for other purposes.

The Board of Directors' and Managing Director's responsibility for the interim balance sheet

The Board of Directors and Managing Director (management) are responsible for the preparation of the interim balance sheet in accordance with the accounting principles described in note 1, and for such internal control as the Board of Directors and management determine is necessary to enable the preparation of the interim balance sheet that is free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or Group or to cease operations, or has no realistic alternative but to do so.

Auditor`s Responsibilities

Our objectives are to obtain reasonable assurance about whether the interim balance sheet as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the interim balance sheet.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the interim balance sheet, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

BDO AS

John Arne Fiskerstrand State Authorized Public Accountant (This document is signed electronically)

Auditor's report on interim balance sheet Gram Car Carriers ASA - 2022 Page 2 of 2

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