Gram Car Carriers ASA

Director's Dealing • Jul 11, 2024

Gram Car Carriers ASA - Mandatory notification of transactions by primary insiders and close associates and disclosure of large shareholdings

Gram Car Carriers ASA - Mandatory notification of transactions by primary insiders and close associates and disclosure of large shareholdings

Oslo, 11 July 2024

Reference is made to the offer document dated 23 May 2024 issued by SAS Shipping

Agencies Services Sàrl ("SAS" or the "Offeror") in respect of the recommended

voluntary cash offer (the "Offer") to acquire all issued and outstanding shares

in Gram Car Carriers ASA ("GCC" or the "Company") for a cash consideration of

NOK 263.69 per Share (the "Offer Price").

Reference is further made to the stock exchange announcements dated 1 July 2024

and 11 July 2024, regarding the final results of the Offer and the settlement

notification, respectively. As stated in the settlement notification, the

settlement will take place no later than 25 July 2024.

The following members of the Company's board of directors (the "Board") and

executive management, and close associates of them, have accepted the Offer for

all of their shares in the Company, as further specified below:

* F. Laeisz GmbH, a close associate of Nikolaus H. Schües (vice chair of the

Board): 8,319,668 shares.

* AL Maritime Holding Pte Ltd, a close associate of Clivia Breuel (Board member)

and Nicolaus Bunnemann (alternate Board member): 3,632,265 shares.

* Glenrinnes Farms Limited, a close associate of Alasdair Locke (Board member):

2,188,782 shares.

* HM Gram Investments III Limited, a close associate of Harald Mathias Gram

(Head of Projects and IR): 1,017,996 shares.

* HM Gram Enterprises Limited, a close associate of Harald Mathias Gram (Head of

Projects and IR): 750,000 shares.

* Currus Navi AS, a close associate of Georg A. Whist (CEO): 238,009 shares.

* H & M Hinderaker & Myklebust AS, a close associate of Ivar Hansson Myklebust

(chair of the Board): 38,000 shares.

* Ivar Hansson Myklebust (chair of the Board): 4,000 shares.

* Gunnar Koløen (CFO): 18,745 Shares held in his personal VPS account and 8,755

shares held via Saxo Bank as nominee.

* HMG AS, a close associate of Harald Mathias Gram (Head of Projects and IR):

22,500 shares.

* Harald Mathias Gram (Head of Projects and IR): 2,349 shares.

* Børre Mathisen (COO): 27,035 shares.

* Christine Rødsæther (Board member): 18,745 shares.

* Nils Kristoffer Gram (Board member): 3,000 shares.

* Ida Elisabeth All Gram, a close associate (spouse) of Nils Kristoffer Gram

(Board member): 8,486 shares.

* Peter Dybwad Gram (Group Founder): 1,586 shares.

* Kathleen Locke, a close associate of Alaisdair Locke (Board member): 50,000

shares.

* Felix Liby Whist, a close associate of Georg A. Whist (CEO): 1,995 shares.

* Cathinka Liby Whist, a close associate of Georg A. Whist (CEO): 1,995 shares.

* Søren Alexander Liby Whist, a close associate of Georg A. Whist (CEO): 1,995

shares.

Please see the enclosed forms for further details about the transactions.

Members of the Company's executive management have taken part in the Company's

share option program (the "Share Option Program") and the Company's long term

investment program (the "LTIP"). Further details of the terms and conditions for

the Share Option Program and the LTIP are set out in section 5.7 of the offer

document dated 23 May 2024 (the "Offer Document").

In accordance with the Transaction Agreement (as defined in the Offer Document),

and independent transaction agreements with each of the Share Option Program and

LTIP participants, each of the following members of the executive management has

accepted a settlement in cash for all of their share options and LTIP rights:

* Georg A. Whist (CEO): 231,189 matching shares under the LTIP and 400,000

unexercised share options in GCC.

* Gunnar Koløen (CFO): 74,514 matching shares under the LTIP and 120,000

unexercised share options in GCC.

* Harald Mathias Gram (Head of Projects and IR): 35,142 matching shares under

the LTIP and 120,000 unexercised share options in GCC.

* Børre Mathisen (COO): 31,194 matching shares under the LTIP and 160,000

unexercised share options in GCC.

After the settlement of the LTIP and Share Option Program, each of the Share

Option Program and LTIP participants of the executive management holds zero

share options and zero rights under the LTIP.

For further details about the LTIP transactions, please see the enclosed forms.

A separate notice will be issued for the Share Option Program, as the

consideration per share option is subject to final calculations.

Among the aforementioned shareholders, the following will at completion of the

Offer cross below notifiable holdings thresholds set out in section 4-2 of the

Norwegian Securities Trading Act, as specified below:

* F. Laeisz GmbH's holding of shares and votes in the Company will decrease from

28.41% to 0%, and accordingly cross below the notifiable holdings thresholds of

25/20/15/10 and 5%. F. Laeisz GmbH is ultimately controlled by Nikolaus H.

Schües.

* AL Maritime Holding Pte Ltd's holding of shares and votes in the Company will

decrease from 12.40% to 0%, and accordingly cross below the notifiable holdings

thresholds of 10 and 5%. AL Maritime Holding Pte Ltd is ultimately controlled by

the Bunnemann family, including Clivia Breuel and Nicolaus Bunnemann.

* Glenrinnes Farms Limited's holding of shares and votes in the Company will

decrease from 7.47% to 0%, and accordingly cross below the notifiable holdings

threshold of 5%. Glenrinnes Farms Limited is ultimately controlled by Alasdair

Locke.

* Harald Mathias Gram's holding of shares and votes in the Company, owned

directly by him personally and indirectly through HM Gram Investments III

Limited, HM Gram Enterprises Limited and HMG AS, will decrease from 6.12% to 0%,

and accordingly cross below the notifiable holdings threshold of 5%. HM Gram

Investments III Limited, HM Gram Enterprises Limited and HMG AS are ultimately

controlled by Harald Mathias Gram.

About Gram Car Carriers ASA:

GCC is the world's third-largest tonnage provider within the Pure Car Truck

Carriers (PCTCs) segment with 17 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.

This information is subject to the disclosure requirements in Regulation EU

596/2014 (MAR) article 19 number 3 and sections 4-2 and 5-12 of the Norwegian

Securities Trading Act.