Gram Car Carriers ASA

Major Shareholding Notification • Nov 8, 2022

Contemplated block sale of existing shares in Gram Car Carriers ASA (GCC)

Contemplated block sale of existing shares in Gram Car Carriers ASA (GCC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE

OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG,

SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL

Oslo - 8 November 2022.

J. Lauritzen A/S which is ultimately controlled by Lauritzen Fonden (the

"Seller") has retained Clarksons Securities and Pareto Securities (the

"Managers") to explore a potential block sale of existing shares in Gram Car

Carriers ASA (the "Company") through a private placement (the "Offering").

The Seller is contemplating selling up to 1,635,377 shares in the Company (equal

to approx. 5.69% of the Company's outstanding shares). The Seller reserves the

right, at its sole discretion, to amend the offering size or to sell no shares

at all. The price in the Offering will be set through an accelerated

bookbuilding process and will be denominated in NOK.

The bookbuilding period in the Offering will commence immediately (8 November

2022) and will close on 9 November 2022 at 08:00 CET. The Seller may, at its

sole discretion, extend or shorten the bookbuilding period at any time and for

any reason without notice. If the bookbuilding period is extended or shortened,

the other dates referred to herein might be changed accordingly. The Offering is

expected to be priced and allocated before 09:00 CET on 9 November 2022 (T). The

settlement in the Offering will be conducted on a normal delivery-versus-payment

basis (DVP T+2).

The Seller currently holds 1,635,377 shares in the Company (equal to approx.

5.69% of the Company's outstanding shares). If the demand and price in the

Offering is satisfactory the Seller may thus sell its entire shareholding in the

Company. The Seller will enter into a 90-day customary lock-up with the Managers

following the completion of the Offering for any of the shares the Seller

currently holds in the Company which are not sold as part of the Offering.

The minimum order and allocation in the Offering have been set to the NOK

equivalent of EUR 100,000. The Managers may, however, offer and allocate an

amount below the NOK equivalent of EUR 100,000 in the Offering to the extent

exemptions from prospectus requirements, in accordance with Regulation (EU)

2017/1129, are available.

For more information about the Offering please contact one of the Managers:

Clarksons Securities: +47 22 01 63 01

Pareto Securities: +47 22 87 87 50

This information is considered to include inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock

exchange announcement was published by Mas Gram at Gram Car Carriers ASA, on

behalf of the Seller, on 8 November 2022 at 16.30 CET.

IMPORTANT NOTICE:

This announcement and the information contained herein is for information

purposes only and is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities in the United States,

Canada, Australia, Japan, Hong Kong or South Africa or any other jurisdiction in

which such an offer or solicitation would be unlawful. The distribution of this

announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been, and will not be,

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), or under the applicable securities laws of any state or other

jurisdiction of the United States or of Canada, Australia, Hong Kong, South

Africa or Japan. Such securities may not be offered or sold in the United States

unless registered under the Securities Act or offered in a transaction exempt

from, or not otherwise subject to, the registration requirements of the

Securities Act and the securities laws of any relevant state or other

jurisdiction of the United States. There will be no public offering of such

securities in the United States or in any other jurisdiction.

The securities referred to herein have not been approved or disapproved by the

US Securities and Exchange Commission, any state securities commission or other

regulatory authority in the United States, nor have any of the foregoing

authorities passed upon or endorsed the merits of the Placing or the accuracy or

adequacy of this announcement. Any representation to the contrary is a criminal

offence in the United States.

In the European Economic Area (the "EEA"), this announcement is addressed only

to and directed only at, persons in member states who are "qualified investors"

within the meaning of Article 2(e) of the Prospectus Regulation (Regulation

((EU) 2017/1129) ("Qualified Investors").

In the United Kingdom, this announcement is being distributed only to, and is

directed only at, persons who: (A) (i) are "investment professionals" specified

in Article 19(5) of the Financial Services and Markets Act (Financial Promotion)

Order 2005 (the "Order") or (ii) high net worth entities falling within Article

49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise

lawfully be communicated; and (B) are "qualified investors" within the meaning

of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it

forms part of retained EU law as defined in the European Union (Withdrawal) Act

2018 (all such persons together being referred to as "Relevant Persons"). Any

investment or investment activity in connection with this announcement will be

available to, and will only be engaged with, Qualified Investors in the EEA or

Relevant Persons in the United Kingdom.

Any offer and sale of the securities in Canada will be made on a private

placement basis only and is exempt from the requirement that the Company

prepares and files a prospectus under applicable Canadian securities laws. Any

resale of the securities into Canada must be made in accordance with applicable

Canadian securities laws, which may vary depending on the relevant jurisdiction,

and which may require resales to be made in accordance with Canadian prospectus

requirements, a statutory exemption from the prospectus requirements, in a

transaction exempt from the prospectus requirements or otherwise under a

discretionary exemption from the prospectus requirements granted by the

applicable local Canadian securities regulatory authority. These resale

restrictions may under certain circumstances apply to resales of the securities

outside of Canada. There will be no public offering of the securities in Canada.

This press release does not contain all of the information that would normally

appear in a prospectus under applicable Canadian securities laws. No securities

commission or similar authority in Canada has reviewed or in any way passed upon

this press release or the merits of the securities. Any representation to the

contrary is an offense. This press release is not, and under no circumstances is

to be construed as, a prospectus, an advertisement or a public offering of the

securities in Canada.

No offer and sale of securities is or will be made in Canada, except to persons

who are: (a) an "accredited investor" within the meaning of Section 1.1 of

National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian

Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario)

(the "OSA"), as applicable, and is either purchasing the securities as principal

for its own account, or is deemed to be purchasing the securities as principal

for its own account in accordance with applicable Canadian securities laws, for

investment only and not with a view to resale or redistribution; (b) not created

or used solely to purchase or hold the securities as an accredited investor

under NI 45-106; (c) a "permitted client" within the meaning of National

Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant

Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d)

entitled under applicable Canadian securities laws to purchase the securities

without the benefit of a prospectus under such securities laws.

This announcement is not an offer of securities or investments for sale nor a

solicitation of an offer to buy securities or investments in any jurisdiction

where such offer or solicitation would be unlawful. No action has been taken

that would permit an offering of the securities or possession or distribution of

this announcement in any jurisdiction where action for that purpose is required.

Persons into whose possession this announcement comes are required to inform

themselves about and to observe any such restrictions.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Seller believes that these assumptions were reasonable

when made, these assumptions are inherently subject to significant known and

unknown risks, uncertainties, contingencies and other important factors which

are difficult or impossible to predict and are beyond their control.

By their nature, forward-looking statements are subject to numerous factors,

risks and uncertainties that could cause actual outcomes and results to be

materially different from those projected. Readers are cautioned not to place

undue reliance on these forward-looking statements. Except for any ongoing

obligation to disclose material information as required by the applicable law,

the Seller does not have any intention or obligation to publicly update or

revise any forward-looking statements after they distributes this announcement,

whether to reflect any future events or circumstances or otherwise.

Neither of the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities. Neither the Managers nor any of

their respective affiliates accepts any liability arising from the use of this

announcement.