Q1 2024 presentation

Gram Car Carriers ASA

24 April 2024

Disclaimer

THIS PRESENTATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS PRESENTATION IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES.

This presentation (the "Company Presentation") has been prepared by Gram Car Carriers ASA (the "Company", and together with its consolidated subsidiaries, the "Group").

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The distribution of this Company Presentation by the Company in certain jurisdictions is restricted by law. Accordingly, this Company Presentation may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. This Company Presentation does not constitute an offer of, or an invitation to purchase, any securities.

IN RELATION TO THE UNITED STATES AND U.S. PERSONS, THIS PRESENTATION IS BEING FURNISHED ONLY TO INVESTORS THAT ARE "QIBs", AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

This Company Presentation is subject to Norwegian law, and any dispute arising in respect of this Company Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as first venue.

Key events

Board approved ninth consecutive quarterly dividend of USD 0.819 per share for Q1 2024
Equal to 75% of the net profit of USD 31.2 million
Q1 2024 revenue of USD 54.9 million and EBITDA of USD 40.8 million
Q1 2024 average TCE rate per day: Panamax USD 56,700, Mid-size USD 30,270 and Distribution USD 25,830
Total revenue backlog of USD 794 million at end Q1 2024
Refinancing of Viking Adventure at competitive terms
Sale of Viking Amber (4,200 CEU, 2010) to capture high second-hand values
Favorable market outlook with high charter rates and long contract durations

Post quarter end

• Voluntary recommended offer for all shares by SAS Shipping Agencies Services (subsidiary of MSC Group)

Voluntary recommended offer

Offer for all shares outstanding in Gram Car Carriers at NOK 263.69 per share
The offer price plus the Q1 dividend will result in total cash proceeds to shareholders receiving such dividend and selling shares of NOK 272.69 per share
The offer values the equity of GCC at NOK 7.6 billion or approximately USD 695 million
The total share proceeds represent:
- − A premium of 28.3% to the closing trading price for the Shares on 23 April 2024
- − A premium of 33.8%, 28.5% and 77.7% to the 30-, 90- and 365-days VWAP adjusted for dividend up to and including 23 April 2024
- − A premium of 17.5% compared to the all-time high closing share price of NOK 232.0, adjusted for dividend up to and including 23 April 2024.
Unanimously recommended by the GCC board, and supported by a fairness opinion from ABG Sundal Collier ASA
- − Shareholders representing 55.85% have accepted the offer, including the Company's largest shareholders, members of the Board and management
Intention to continue GCC's operation "as is" under the same name and organisation, delivering the same quality service to customers
The MSC Group is a privately-owned world leader in shipping and logistics
- Fleet of more than 800 vessels and a team of over 200,000 employees.
- HQ in Geneva, Switzerland
- The offeror SAS Shipping Agencies Services Sàrl is a wholly owned subsidiary of MSC Group

Offer timeline and closing conditions

Offer period to after publication of the formal Offer Document, and will remain open for at least 20 business days
- The offeror may extend the offer period
Completion is expected during Q3 Q4 of 2024, following satisfaction or waiver of all conditions
- 90% acceptance, Board recommendation, certain regulatory approvals, that the Executive Management remains in place, that ordinary course of business is maintained and certain other conditions
Intention to delist GCC from Euronext Oslo upon completion of offer and withdraw from trading on OTCQX Best Market in New York

Key figures

Q4'23 (Q3'23)

USD 54.9 million (USD 56.4 million)

USD 40.8 million (USD 41.6 million)

USD 31.2 million (USD 37.8 million)

USD 23.74 million (USD 28.37 million)

USD 33,720 (USD 32,300)

94% (99%)

49/57 days (8/1 days)

Dividend proposed Average cash break-even³ Average contract duration⁴

USD 17,860 (USD 17,720)

Revenue Average TC rate¹ Revenue backlog added -

(-)

EBITDA Utilisation Revenue backlog end of quarter1/2 USD 794 million (USD 851 million)

Net profit Planned/unplanned off-hire Open revenue days 2024/25/26² -/6%/34% (-%/11%/37%)

3.1 years (3.4 years)

1) On straight-line basis in accordance with IFRS.

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

3) 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.

4) Average contract duration in the revenue backlog as per reporting date.

-5%

15%

25%

35%

45%

55%

65%

75%

85%

Delivering attractive shareholder distributions

USD 23.74 million dividend approved for Q1 2024, equal to USD 0.819 per share or NOK 9.00 per share
To be paid on or about 2 May 2024
A total of USD 102.9 million approved/paid to date since listing
Tax efficient distributions through repayment of paid in capital

Historically strong market fundamentals

Car sales set to surpass pre-Covid levels Significant shortage of vessels set to last ¹

1-year TC rates at historic highs

Strong demand drivers and predictable supply for the next 1-2 years maintain favourable market outlook

Creating additional value through asset transactions

Continuous focus on accretive growth and fleet optimisation opportunities
- − Viking Amber (2010-built, 4,200 CEU) to be delivered to new owner in April
- − Book gain of USD 36.5 million in Q2 2024
Refinancing debt to improve financial flexibility and reduce interest payments
- − Average margin close to SOFR +2% following the recent Viking Adventure lease replacement

Operational highlights

Strong operational performance across the fleet

Q1'24 (Q4'23)

Increased revenue for Panamax and Mid-Size vessels
Viking Queen starting new five-year contract in February
Vessel operating expenses stable in line with expectations when adjusting for changes in fleet

1) On straight-line basis in accordance with IFRS

Open revenue days³ 2024 -/- (-/-)

2) 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

3) As per reporting date, assuming mid-point charter party redelivery date

Charter overview Long extensions at high rates providing good visibility on earnings and cash flow

	CEU	Min-Max	Q1'24	Q2'24	2028	2029
Viking Passero	5,000	May '25 – Jul '25	USD 27,700			TIME CHARTER
Mediterran. Sea	5,000	Jun '25 - Aug '25		USD 25,500 + Scrubber premium		OPTION
Hoegh Caribia	2,000	Nov '25 – Mar '26	USD 22,000
Viking Drive	3,500	Jan '26 – Mar '26	USD 26,550
Viking Coral	4,200	Mar '26 –May '26	USD 30,527
City of Oslo	2,000	Apr '26 – Jun '26	USD 27,750
Viking Odessa	2,000	May '26 – Jul '26	USD 27,750
Viking Emerald	4,200	Apr '27 – Jun'27	USD 28,000
Viking Sea	4,200	Sep '27 – Jan '28	USD 30,612
Viking Ocean	4,200	Jan '28 – Mar '28	USD 35,000
Viking Diamond	4,200	Jan '28 – Mar '28	USD 35,000
Viking Destiny	6,700	Jan '28 – Apr '28	USD 65,000
Viking Adventure	6,700	Mar '28 – Jun' 28	USD 56,074
Viking Paglia	5,000	May '28 – Jul '28	USD 33,300
Viking Bravery	6,700	Jul '28 / Jul '31	USD 64,900		USD 48,000
Viking Passama	5,000	Oct '28 – Dec '28	USD 33,300
Viking Queen	7,000	Dec '28 – Feb '29	USD 62,300

Contract renewals expected well ahead of expiry of existing contracts

Enhanced earnings visibility with operators entering longer contracts

-/6%/34% open revenue day for 2024/25/26²

USD 794 million Backlog 31 March 2023¹

1) Gross TC revenue before commissions and off-hire provisions on IFRS basis

2) As per end of reporting date, assuming mid-point charter party redelivery date

Record backlog supporting stable earnings

Revenue backlog¹ Revenue backlog by year of expected recognition¹

Financial review

Key figures for Q1 2024

Revenue reflects increased Panamax and Mid-Size earnings offset by vessel offhire for special surveys and repairs
USD 5.6 million gain on sale of Viking Princess
- − Booked USD 13.1 gain in Q4 from Viking Constanza and a further gain of USD 36.5 million in Q2 from Viking Amber
Net profit of USD 31.2 million
Cash flow from operating activities was USD 41.4 million.
In compliance with all financial covenants at 31 March 2023
Vessels rolling over on new charters at higher rates will continue to contribute to earnings growth in 2024

In USD thousands	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023	2023

Operating revenue	54,850	56,432	54,910	48,448	41,146	200,935
EBITDA	40,834	41,618	40,489	32,898	27,702	142,707
EBIT	38,629	46,373	32,345	25,139	20,060	123,918
Profit for the period	31,247	37,828	24,933	18,143	13,121	94,025

Cash flow from
operating activities

	41,427	48,154	45,377	37,987	25,378	156,895

Cash and cash
equivalents	41,822	59,481	28,615	30,000	23,701	59,481
Interest-bearing debt	265,344	297,401	320,169	308,314	319,213	297,401

Refinancing at competitive terms

Refinancing completed

Viking Adventure USD 41 million term loan at SOFR +1.73%
- − Senior secured credit facility with leading Japanese bank
- − Maturity matches duration of current timecharter
- − Previous lease debt was priced at SOFR +4.26%
- − Generated net cash proceeds of USD 10.7 million
Viking Bravery USD 35 million term loan at SOFR +1.65% (Q4 2024)
Mediterranean Sea under existing USD 332 million fleet facility (Q4 2024)

Term loan Revolving credit facility

USD 118 million liquidity reserve

1) Net interest-bearing debt (NIBD)/EBITDA calculated as past 12 months' rolling EBITDA over interest-bearing debt less cash as per reporting date.

Market opportunity

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2024 2024

Estimated open vessels in the global fleet

(one year)

USD 30,000 USD 95,000 USD 115,000

Recent market fixtures reflect strong demand and limited supply

Favorable market fundamentals continue

Global light vehicles sales forecasted to US import brands refilling inventories recover towards pre-covid levels

120.0

Updated projections primarily forecast more sales in China

Far East exports defying global auto sales

Significant rise in ton-mile demand due to long-haul growth

2023 Asia export destinations

Chinese Export to Europe includes significant volumes of Western brands like Tesla, BMW and Renault
Total share on the Far Eastern export market limited so far
No significant Chinese exports to the US market (EV/ICE)
EU decision expected in May

Strong growth in Chinese vehicle exports amid global EV uptake

Chinese vehicle exports

January and February volumes seasonally impacted by Chinese new year
Q1 YoY growth of 22%
2023 full year exports were 5.0 million vehicles, 58% growth vs. 2022
12 months rolling BEV share at 30%

Source: Customs Data via Global Trade Tracker

PCTC demand outstripping available supply

Source export data : Global Trade Tracker, national customs data for new and used cars, high-and-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)

Actual exports outpacing the PCTC fleet lifting capacity, especially out of Asia
Total of 2.96 million vehicles gap covered by other less efficient vessel types in 2023

Expected deliveries of car carriers insufficient to meet demand

Car carrier fleet growing, but still below average replacement need

Negative fleet growth # of vessels -10% -5% 0% 5% 10% 15% 0 100 200 300 400 500 600 700 800 900 1,000 1996 2000 2004 2008 2012 2016 2020 2024E >6,000 CEU 4-5,999 CEU 2-3,999 CEU <2000 CEU Fleet growth (%)

Upcoming deliveries will not make up total replacement need

Historical fleet development Orderbook growing

Market capable of absorbing orderbook

Source: Fearnresearch, SIN Clarksons, Company Information 23

Note: Replacement need estimated basis 750 vessels with an average economic lifetime of 28 years

Closing remarks

Unique investment opportunity in leading PCTC tonnage provider

Attractive market fundamentals
Multi-year contract coverage
Good earnings and cashflow visibility
Reflected in the recommend voluntary cash offer

Q&A

Seasoned management team and Board

5 -
--------

Georg Whist, CEO

Previously CFO in Hafnia Tankers Aps in Copenhagen following 18 years with Nordea Bank as SVP and Head of Europe, Asia & Middle East of Nordea Bank's Shipping, Offshore and Oil Service. CEO of Gram Car Carriers from 2018.

Børre Mathisen, COO

Previously at Hoegh Autoliners from 1996 where he held various positions, including two periods in Japan in charge of Commercial Operations in East Asia. Joined Gram Car Carriers in 2013.

Gunnar Koløen, CFO

Previously CFO and MD at Dolphin Drilling (Singapore). GM of Gram Car Carriers (Singapore) 2009-11 and served as a Director of the Company from 2012 to 2020. Started his professional career with KPMG and qualified as a State Authorised Public Accountant from Norway

Mas Gram, Head of Projects and IR

Previously at Pareto Securities (Corporate Finance) in Singapore and Tufton Oceanic (Asset Backed Investments) in London. Joined Gram Car Carriers in 2011.

Ivar Myklebust, Chair

Previously served as CEO and CFO of Höegh Autoliners, and CFO of D/S Norden. He has previously held board positions as chairperson of Havyard Ship Technology; board member of the Norwegian Shipowner's Mutual War Risk Insurance Association (DNK), and director of Euro Marine Logistics NV.

Nikolaus H. Schües , Vice Chair

Mr. Schües is the principal and CEO of F. Laeisz GmbH. He has long experience as Designated President of BIMCO, Vice Chairman of UK P&I Club and Member of the Presidential Committee of German Shipowners Association.

Christine Rødsæther, Board Member

Christine Rødsæther has since 2002 worked as a lawyer and partner of the law firm Simonsen Vogt Wiig AS. Furthermore, she is a board member in Odfjell SE and Tufton Oceanic Assets Limited, and Mrs. Rødsæther has previously acted as board member in Norwegian Guarantee Institute for Export (GIEK), Grieg Shipping, Songa Bulk ASA and Bank Norwegian ASA. She has extensive experience in international shipping and offshore transactions, banking and finance and general contract law. Mrs. Rødsæther has previous experience as lawyer from Wikborg, Rein & Co. including the London office and Andersen Legal ANS. She holds a Master of Law from the University of the Pacific, Sacramento, California and Cand. Jur. from the University of Bergen

Nils Kristoffer Gram, Board Member

Mr Gram is currently CFO of Blastr Green Steel AS, developing integrated and decarbonized value chains for ultra-low CO2 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.

Alasdair Locke, Board Member

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

Dr. Gaby Bornheim, Board Member

Dr. Bornheim is Managing Director of Peter Döhle Schiffahrts KG. In the past she was inhouse counsel for Deutsche Shell AG and MobilOil AG. Gaby is President of the German Shipowners Association. She studied economics and law at Westfälische Wilhelms-Universität Münster, Germany and passed her second state exam before the Higher Regional Court of Hamburg, Germany.

Clivia Breuel, Board member

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 experience in both shipping and banking and holds a master's degree in Business Studies from the EBS Business School Oestrich-Winkel Alternatively: Master's in Business Studies

Nicolaus Bunnemann, Alternate Board Member

Mr. Nicolaus Bunnemann is the Managing Partner of AL Capital Holding GmbH & Co. KG; a diversified 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 Masters Degree in Shipping, Trade and Finance.

Strong shareholder base

Shareholding overview 3 April 2024

As of 3 April, there was 1,429 distinct shareholders, up from 1,240 on 24 January (Q4 2023 reporting)
Including several international industrial and financial investors with deep industry knowledge
Free float approx. 45%
Management/affiliated companies holds 7.09% of the shares

Name	No of Shares	% of top 20	% of total	Country	Type of account
1F. LAEISZ GMBH	8,319,668	35.83%	28.41%	Germany	Ordinary
2AL MARITIME HOLDING PTE LTD	3,632,265	15.64%	12.40%	Singapore	Ordinary
3GLENRINNES FARMS LIMITED	2,088,782	9.00%	7.13%	United Kingdom	Ordinary
4HM GRAM ENTERPRISES LIMITED	1,792,845	7.72%	6.12%	Cyprus	Ordinary
5BNP PARIBAS	999,554	4.30%	3.41%	Italy	Nominee
6BNP PARIBAS	766,003	3.30%	2.62%	Jersey	Nominee
7UBS SWITZERLAND AG	599,236	2.58%	2.05%	Switzerland	Nominee
8AS STRAEN	593,709	2.56%	2.03%	Norway	Ordinary
9CLEARSTREAM BANKING S.A.	577,760	2.49%	1.97%	Luxembourg	Nominee
10BNP PARIBAS	505,863	2.18%	1.73%	France	Nominee
11INTESA SANPAOLO S.P.A	468,150	2.02%	1.60%	Italy	Nominee
12CITIBANK	425,810	1.83%	1.45%	Ireland	Nominee
13HAMILTON CARRIERS LTD	419,165	1.81%	1.43%	United States	Ordinary
14NORDEA BANK ABP	375,052	1.62%	1.28%	Sweden	Nominee
15LARSSON SHIPPING AB	354,526	1.53%	1.21%	Sweden	Ordinary
16GRAM CAR CARRIERS ASA	300,000	1.29%	1.02%	Norway	Ordinary
17VERDIPAPIRFONDET STOREBRAND	291,325	1.25%	0.99%	Norway	Ordinary
18THE BANK OF NEW YORK MELLON	269,844	1.16%	0.92%	Belgium	Nominee
19CURRUS NAVI AS	238,009	1.03%	0.81%	Norway	Ordinary
20HESNES INVEST AS	202,100	0.87%	0.69%	Norway	Ordinary
Total			23,219,666 29,285,022

Gram Car Carriers ASA

E-mail: [email protected]

gramcar.com

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