Capital Tankers Corp.: Stabilisation and over-allotment notice

17 Mar 2026 07:00 CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

Athens, Greece, 17 March 2026: Reference is made to the announcements by Capital
Tankers Corp. ("Capital Tankers" or the "Company") on 27 February 2026 regarding
the successful private placement with a total transaction size of approx. NOK
4.8 billion (the "Private Placement") and the announcement on 17 March 2026
regarding the first day of trading in the Company's shares on Euronext Growth
Oslo today, 17 March 2026 (the "Listing").

Pareto Securities AS (the "Stabilisation Manager") may, on behalf of the
Managers (as defined below), engage in stabilisation activities in the Company's
shares (the "Shares") from today (17 March 2026) to and including 15 April 2026
(the "Stabilisation Period"). Any stabilisation activities will be aimed at
supporting the market price of the Shares.

In connection with the Private Placement, the Managers have over-allotted
4,650,000 Shares (the "Additional Shares") to applicants in the Private
Placement, which equals approx. 15% of the new Shares allocated to applicants in
the Private Placement (excluding the Additional Shares). In order to permit the
delivery in respect of the over-allotments made, the Stabilisation Manager has,
on behalf of the Managers, borrowed a number of existing Shares equal to the
number of Additional Shares from Capital Maritime & Trading Corp. (the "Share
Lender"), which will be redelivered to the Share Lender after expiry of the
Stabilisation Period.

Further, the Company has granted the Stabilisation Manager, on behalf of the
Managers, an option to require the Company to issue up to 4,650,000 new Shares
in the Company (the "Greenshoe Option") at a price per share equal to the offer
price in the Private Placement of NOK 134 (the "Offer Price"). The Stabilisation
Manager may use the Greenshoe Option to close out short positions resulting from
over-allotments made as part of the Private Placement and only to the extent
such short positions have not been closed out by Shares purchased by the
Stabilisation Manager when conducting stabilisation activities. The Greenshoe
Option is exercisable, in whole or in part, by the Stabilisation Manager, on
behalf of the Managers, during the Stabilisation Period.

The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise prevail,
through buying Shares in the open market at prices equal to or lower than the
Offer Price. There is no obligation on the Stabilisation Manager to conduct
stabilisation activities and there is no assurance that stabilisation activities
will be undertaken. Such stabilisation activities, if commenced, may be
discontinued at any time, and will be brought to an end at the latest at the end
of the Stabilisation Period.

Any net profit generated from any stabilisation activities conducted by the
Stabilisation Manager during the Stabilisation Period shall be for the benefit
of the Company.

If stabilisation activities are undertaken, the Company will publish information
on the activities no later than seven trading days following such
transaction(s). Further, within one week after the end of the Stabilisation
Period, the Company will publish information as to whether or not stabilisation
activities were undertaken. If stabilisation activities were undertaken, the
statement will also include information about: (i) the total amount of Shares
sold and purchased; (ii) the dates on which the Stabilisation Period began and
ended; (iii) the price range between which stabilisation was carried out for
each of the dates during which stabilisation was carried out; and (iv) the date
at which stabilisation activities last occurred.

Any stabilisation activities will be conducted based on the principles set out
in article 5 (4) of the EU Market Abuse Regulation (Regulation (EU) No 596/2014)
and Chapter III of the supplemental rules set out in the Commission Delegated
Regulation (EU) 2016/1052 with regard to regulatory technical standards for the
conditions applicable to buy-back programmes and stabilisation measures.

Advisors

Fearnley Securities AS and Pareto Securities AS are acting as joint global
coordinators in the Private Placement and as Euronext Growth advisors to the
Company in connection with the Listing. Clarksons Securities AS and SB1 Markets
AS are acting as joint bookrunners in the Private Placement (the joint global
coordinators and the joint bookrunners, collectively, the "Managers").

Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel, and Watson
Farley & Williams LLP is acting as Marshall Islands counsel and Bairactaris &
Partners as shipping counsel, to the Company. Advokatfirmaet Simonsen Vogt Wiig
AS is acting as legal counsel to the Managers.

For more information, please contact:
Brian Gallagher, Investor Relations and Business Development
Telephone: +44 770 368 4996
Email: b.gallagher@capitalmaritime.com

IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials 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.
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"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned herein will be made solely
to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
In any EEA member state, this communication is only addressed to and is only
directed at qualified investors in that member state within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors (as defined in the Public Offers and Admissions
to Trading Regulations 2024) who are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
This communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company and
listing of securities. 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, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 its control. Such risks, uncertainties,
contingencies and other important factors include, but are not limited to, the
possibility that the Company will determine not to, or be unable to, issue any
equity securities or list its securities on a particular stock market, and could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. The Company does not
make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors. Accordingly, you should
not unduly rely on these forward-looking statements, which speak only as of the
date of this communication.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.
The Managers are acting exclusively for the Company and no one else in
connection with the Private Placement and the Listing and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein. Neither 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 of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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