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2015 ANNUAL REPORT
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Page 1: ANNUAL REPORT - Finnlines

2015ANNUAL REPORT

Page 2: ANNUAL REPORT - Finnlines

PASSENGER SERVICES, PAGE 15

CONTENT

Finnlines in 2015 2Finnlines’ Environmental Investments 3CEO’s Review 5CFO’s Review 6Business Concept, Values and Goals 9Business Environment 10Shipping and Sea Transport Services 12Passenger Services 15Port Operations 16Safety and Environment 19Human Resources 21Financial Statements Board of Directors’ Report 24 Consolidated Statement of Comprehensive Income 28 Consolidated Statement of Financial Position 29 Consolidated Statement of Changes in Equity 30 Consolidated Statement of Cash Flows 31 ProfitandLossAccount, Parent Company 32 Balance Sheet, Parent Company 33 Cash Flow Statement, Parent Company 34 Five-Year Key Figures 35 Calculation of Key Ratios 36 Quarterly Data 37 Shares and Shareholders 38 Board’s Proposal 40 Auditor’sReport 41Corporate Governance Statement 42Board of Directors 48Executive Committee and Board of Management 49Finnlines Fleet 50Information for Shareholders 52Contact Information 52The Grimaldi Group 53

PORT OPERATIONS, PAGE 16

SHIPPING AND SEA TRANSPORT SERVICES, PAGE 12

Page 3: ANNUAL REPORT - Finnlines

5

Finnlines is a leading shipping operator of ro-ro and passenger services in the Baltic Sea and the North Sea. The Company is listed on the Nasdaq Helsinki Ltd and is a part of the Grimaldi Group, one of the world’s largest operators of ro-ro vessels and the largest operator of the Motorways of the Sea in Europe for both passengers and freight. This affiliation enables Finnlines to offer liner services to and from any destination in the Mediterranean, West Africa as well as the Atlantic coast of both North and South America. Finnlines’ sea transports are concentrated in the Baltic and the North Sea. Finnlines’ passenger-freight vessels offer services from Finland to Germany and via the Åland Islands to Sweden as well as from Sweden to Germany. The Company has subsidiaries or sales offices in Germany, Belgium, Great Britain, Sweden, Denmark and Poland. In addition to sea transportation, the Company provides port services in Finland in Helsinki and Turku, which are the most important seaports in Finland.

Page 4: ANNUAL REPORT - Finnlines

2

Revenue 2011–2015 EUR million

600

500

400

300

200

100

0 11 12 13 14 15

Result before interest and taxes (EBIT) 2011–2015 EUR million

70

60

50

40

30

20

10

0 11 12 13 14 15

Breakdown of revenue 2015

Shipping and sea transportPort operations

3.6%96.4%

FINNLINES IN 2015

Finnlines Group’s result before taxes (EBT) improved by EUR 16.5 million, and was EUR 53.2 million. The Company continued its strong performance which stems from several past strategic decisions and operational actions taken. Thereby, Finnlines has constantly been able to reduce its interest bearing debt and to improve its equity ratio.

IFRS IFRS

EUR million 2015 2014Revenue 511.2 532.9Result before interest, taxes, depreciation and amortisation (EBITDA) 126.9 115.4 Result before interest and taxes (EBIT) 70.3 58.6 Result for the reporting period 56.8 41.7 Earnings per share (EPS), EUR 1.10 0.81Dividend per share, EUR 0.00* 0.00 Equity ratio, % 45.7 41.7 Gearing, % 97.1 113.0

* Board’s proposal

After purchasing and investing in new vessels, Finnlines has one

of the most modern and environmentally friendly fleet in the Baltic

Sea. In addition, the Company has now a fully owned fleet and

therefore is no longer exposed to the volatile charter market.

Finnlines has continued its Environmental Technology

Investment Programme alongside the Turnaround Programme

which have both resulted in great improvements on operational

and cost efficiency. In the summer, Finnlines received the ac-

knowledgement of being ranked among the best performing listed

shipping companies in 2014.

Fuel consumption decreased by more than 8 per cent due to

the optimisation of the fleet as well as newly installed environmen-

tal technology upgrades. These investments will have a positive

impact on both the environment and the Company results.

Moreover, thanks to Finnlines Group’s good cash-flow generation

the Company further reduced its interest-bearing debt consider-

ably, by EUR 18.7 million. As a result, the equity ratio rose to 45.7

per cent.

As from 19 January 2015, Finnlines opened a route between

Hanko and Rostock and deployed the Finnish flagged ro-ro ves-

sel, MS Finnmerchant.

The Annual General Meeting held in Helsinki on 14 April 2015

decided that no dividend be paid for 2014 and that the number of

Board Members be seven: Mr Christer Backman, Ms Tiina

Bäckman, Mr Emanuele Grimaldi, Mr Gianluca Grimaldi, Mr Diego

Pacella, Mr Olav K. Rakkenes, and Mr Jon-Aksel Torgersen were

all re-elected. The Annual General Meeting elected KPMG Oy Ab

as the Company’s auditor for the fiscal year 2015.

In the beginning of June, Finnlines further expanded the ser-

vice on main routes between Germany and Finland by adding

capacity to both Travemünde and Rostock services.

In the same month, the Polish Ministry of Treasury withdrew from

the negotiations concerning the privatisation of Polferries (Polska

Żegluga Bałtycka S.A.), in which Finnlines had participated.

In July, the EU awarded funding of EUR 17.9 million jointly for

Finnlines and its affiliates as part of the Connecting Europe

Facility (CEF). This funding is directed at environmental upgrad-

ing and sustaining the competitiveness for three of Finnlines’ ma-

jor liner services.

In an agreement published on 9 October 2015, Grimaldi

Euromed S.p.A. acquired from Ilmarinen 5,449,032 shares in

Finnlines which corresponds to 10.58 per cent of all the shares

and votes in Finnlines. After the purchase, the Grimaldi Group

owned 91.32 per cent of Finnlines’ shares.

In December, the Company announced a major improvement

on its weekly liner services between western Finland and

Germany: as from the turn of the year 2016 Finnlines offered

2–3 direct sailings from Turku to Travemünde and back. Also, as

of January 2016 the Poland service will be calling Hanko in south-

ern Finland. Due to the geographical location of the city, which

shortens the transit time from Gdynia, there will be increased

frequency in the service.

Page 5: ANNUAL REPORT - Finnlines

3FINNLINES 2015

As of January 2015, the International Maritime Organization

and the European Union have introduced new legislation. The

new fuel sulphur limit applicable in the Baltic Sea, the North

Sea and the English Channel is 0.10 per cent instead of the

former 1.0 per cent. This means that all vessels are required

to use fuel that contains at the most 0.10 per cent of sulphur,

by either switching to marine gas oil, performing a liquefied

natural gas conversion or by installing emission abatement

technology systems (exhaust gas scrubbers).

In 2014 Finnlines started to implement its extensive

EUR 100 million Environmental Technology Investment Pro-

gramme. During 2015 the programme included the installation

of 15 exhaust gas scrubbers as well as the reblading of six

ships. Also, all six vessels have been fitted with rudder bulbs

as part of the propulsion system upgrade together with the

reblading and two ships have been treated with special foul

release coating (“silicon paint”). The investment programme

and the installations will continue in 2016.

These measures are expected to improve the fuel economy

of the ships. This benefits both the environment and the Com-

pany. Since 2008, the Finnlines fleet’s fuel consumption has

decreased by almost 35 per cent.

Finnlines has one of the youngest fleets in the Baltic Sea

and it is one of the best equipped shipping companies in

terms of technological innovation.

FINNLINES’ ENVIRONMENTAL INVESTMENTS

Page 6: ANNUAL REPORT - Finnlines

4

Page 7: ANNUAL REPORT - Finnlines

5FINNLINES 2015

Regardless of the sluggish economic growth in Europe, the situ-

ation in Russia and the prevailing EU sanctions, Finnlines broke

records quarter after quarter during the 2015 financial year. The

aftermath of the financial crisis and Europe’s slow recovery from

it have had a prolonged effect on Finland’s foreign trade. The bal-

ance of traffic and the changes in the production infrastructure

have also forced us to think things through again over the years. In

spite of this, the Finnlines Group made its best ever operative re-

sult during the financial year 2015.

The Finnlines Group’s strong performance stems from the right

strategic decisions made during the past decade. We have invest-

ed over EUR 1 billion in our fleet over the past ten years, and, as a

result, we now have the youngest and most modern fleet in the

Baltic Sea compared to all competitors. This EUR 1 billion invest-

ment programme has been coupled with another strategic deci-

sion i.e. to own all our vessels and to cease to charter a single

vessel. This has given the required flexibility to manage the vessel

capacity better in this cyclical business. The Company is no longer

dependent on the volatile charter market and can buy vessels

which best meet its customers’ needs and are more cost-efficient

to operate. Similarly, we can sell the vessels that are not cost-effi-

cient or do not meet the Company’s ROCE targets.

Finnlines’ EUR 1 billion Capex programme for the years 2006–

2016 is nearing completion. We have basically renewed most of

our fleet, invested close to EUR 100 million in the Vuosaari

Harbour and currently, we implement the EUR 100 million

Environmental Technology Investment Programme in order to meet

the new strict MARPOL sulphur emission regulations which came

into force at the beginning of 2015.

Despite these investments, we continued to perform better and

were able to retain a strong liquidity position in the Group. Over

the years, the Group has focused on improving its financial posi-

tion and strengthening its balance sheet: it reserved all excess

cash flow which was available after implementing an ambitious and

extensive EUR 1 billion Capex programme to reduce its interest-

bearing debt and to improve its equity ratio. The Group’s balance

sheet is now stronger than ever and the equity ratio stood at 45.7

per cent at the year-end.

Finnlines’ result in 2015 was highly impacted by several dock-

ings to install emission abatement technology

(“scrubbers”) in our vessels which are related to

our ongoing EUR 100 million Environmental

Technology Investment Programme. We contin-

ued our Programme throughout the year and 15

scrubber installations were completed. In 2016,

we will install scrubbers on five more ships.

Apart from scrubbers, we are also investing in

propulsion systems and reblading, and in “sili-

con paint” hull projects for better fuel economy

and for the environment.

The bunker prices continued to fall throughout 2015 and are at

historically low levels. Through the bunker surcharge mechanism

our clients have shared the benefits of lower prices with us. In

addition to lower bunker prices, fuel consumption in 2015 was

reduced by 8.3 per cent compared to the previous year.

In the ongoing Turnaround Programme, we rigorously analysed

every line, every vessel, every function and every cost item to find

out whether there was room for further lowering of costs. Cargo

flows and vessel routes were also analysed to find out whether

there was room for further improvement in efficiency. As a result of

this analysis, we have started a new service from Turku, located on

the west coast of Finland, to Travemünde and created connections

from the southern port of Hanko to both Rostock and Gdynia.

We take good care of environmental issues and safety matters,

while also investing in the training of our personnel. Finnlines

prides itself on being a responsible and reliable partner and a ship-

ping industry operator providing high-quality, environmentally

friendly and sustainable sea transport services.

Needless to say, all these investments have been made to retain

our long-term strategic position and the long-term savings and

benefits that these investments bring us in order to be the number

one player in the Baltic Sea. Finnlines is aiming to claim an even

stronger position in the Baltic Sea and the North Sea cargo traffic,

in the Baltic Sea passenger traffic as well as in the Russian traffic.

For efficiency, we focus on routes where the vessels’ capacity

utilisation is as high as possible. We invest in the operations in our

current transport areas and also open new routes when we see a

market and business opportunity.

All the aforementioned strategic and operational decisions have

impacted our Company in a very positive way, and as part of the

Grimaldi Group, one of Europe’s most powerful and well-organ-

ised shipping companies, Finnlines has generated the best share-

holder value to all of our shareholders – be they small or large. As

one of the strongest companies in the Baltic shipping sector, we

have always strived to reach our goals in improving our productivity

and profitability, and now, with the record-breaking performance

levels, Finnlines can justifiably say that these goals need to be

reset to an even higher level.

I am very pleased to thank all our customers for choosing us as

their business partner, our shareholders

for patiently allowing us to generate the

long-term shareholder value and our

skilled and motivated personnel for

breaking records.

Emanuele Grimaldi

BREAKING RECORDS AGAINST ALL ODDS

CEO’S REVIEW

Page 8: ANNUAL REPORT - Finnlines

6

OUTSTANDING QUARTERLY PERFORMANCE – GOALS NEED TO BE RESET

CFO’S REVIEW

FINANCIAL PERFORMANCE

Finnlines achieved record-breaking quarters during the finan-

cial year 2015. Even though the revenues declined in 2015

by 4.1 per cent to EUR 511.2 million, due to the lower bunker

surcharge and lower bareboat charter income resulting from

divestment of vessels, the positive financial development con-

tinued. Earnings before interest, taxes, depreciation and am-

ortisation, EBITDA, were EUR 126.9 million, representing 25

per cent of the turnover. Taking into account the slowdown

in Europe’s economy and the sanctions on Russian trade as

well as the dockings of several ships, the result for the re-

porting period, EUR 56.8 (41.7) million, was exceptional. The

Company now owns the whole of its young and modern fleet

and is thus not dependent on the volatile charter market. The

majority of the fleet has been equipped with the most modern

environmental technology, which enables us to reduce sul-

phur emissions and also reduce fuel consumption.

THE TURNAROUND PROGRAMME

Finnlines’ cost-efficiency continued to improve through the

implementation of the ongoing Turnaround Programme.

Finnlines Group’s costs decreased from EUR 481.1 million to

EUR 442.7 million. Additionally, through operational optimi-

sation and the new technological investments in propulsion

systems, fuel consumption was reduced by more than eight

per cent in 2015. The ongoing Turnaround Programme has

brought great results which reflect positively on our opera-

tional efficiency and business in the future as well. Finnlines

will still continue to focus carefully on cutting costs and opti-

mising operations to keep up the good pace and to improve

the Company’s efficiency even further.

CAPITAL STRUCTURE

The Group’s capital structure is strong. The equity ratio improved

markedly, to 45.7 per cent and despite the extensive invest-

ments in the fleet, the Company was able to reduce the interest-

bearing debt by EUR 18.7 million to EUR 533.7 million. During

2014–2016, the Group has been implementing its EUR 100 mil-

lion Environmental Technology Investment Programme which has

included the installations of exhaust gas scrubbers on 15 vessels,

while six vessels have been rebladed and equipped with rudder

bulbs. On top of this, two vessels have undergone an anti-fouling

treatment. Cash flow generated from operating activities was EUR

106 million compared to EUR 82 million in the previous year and

regardless of higher capital expenditure the gearing fell to 97.1 per

cent from 113.0 per cent. Also, net debt to EBITDA stood at 4.2 at

year-end. All in all, our credit profile has strengthened markedly.

SHAREHOLDER VALUE

The 2014 financial year already brought a great increase in the

shareholder value through the outstanding share price develop-

ment. In 2015, our financial performance and operational perfor-

mance were even stronger and therefore the share price continued

to increase further, by around 11 per cent, during the year. The

market capitalisation of the Company was EUR 911.6 million at

the end of the year and earnings per share (EPS) grew to EUR 1.1

from EUR 0.81. Through our Turnaround Programme, the long-

term strategic decisions made in recent years, and through con-

stantly reviewing and improving our operational planning, Finnlines

has shown that even in this economic situation the Company can

exceed its goals and reach outstanding results, which have posi-

tively impacted the shareholder value.

Tom Pippingsköld

EBITDA and Equity Ratio

EUR million %

50

40

30

20

10

0

12

10

8

6

4

2

0

140

120

100

80

60

40

20

0 11 12 13 14 15

Net Debt/EBITDA Development

EUR million %

Gearing

%

Interest-bearing Debt and Shareholders Equity

EUR million

EBITDAEquity Ratio

Interest-bearing debt, excluding leasing liabilitiesShareholders equity

Net debtNet debt/EBITDA

1,000900800700600500400300200100

0

1,000900800700600500400300200100

0

250

200

150

100

50

0 11 12 13 14 15 11 12 13 14 15 11 12 13 14 15

Page 9: ANNUAL REPORT - Finnlines

7FINNLINES 2015

* Source: Nasdaq Helsinki Ltd

Finnlines share’s monthly

share trading and average

share price on the Nasdaq

Helsinki Ltd 2011–2015*

Number (million) EUR

Average monthly share price

Share trading pcs

SHAREHOLDER VALUE

6 —

5 —

4 —

3 —

2 —

1 —

0 —2011 2012 2013 2014 2015

— 20

— 15

— 10

— 5

— 0

Page 10: ANNUAL REPORT - Finnlines

8

Page 11: ANNUAL REPORT - Finnlines

9FINNLINES 2015

BUSINESS CONCEPT

Finnlines promotes international commerce by providing

efficient, high-quality sea transport and port services,

mainly to meet the requirements of the European industrial,

commercial and transport sectors and private passengers.

FINANCIAL GOALS

Finnlines’ objective is to guarantee long-term profitability

through high-quality operations, to generate added value

for its shareholders and to maintain a healthy capital struc-

ture. The Board of Directors bases its annual dividend pro-

posal on the Company’s capital structure, future outlook,

and investment and development needs.

VALUES

CUSTOMER FOCUS

Our customers choose us thanks to our competence, ex-

pertise and reliability. Satisfied customers are the basis for

Finnlines’ enduring success. By identifying its cargo cus-

tomers’ and passengers’ needs, the Company can contin-

uously develop its service products and generate concrete

added value for its customers.

RESPONSIBILITY

We adhere to the principles of sustainable development.

Environmental responsibility forms part of our Company’s

everyday operations. We take safety issues into considera-

tion in all our operations.

PROFITABILITY

We achieve our objectives. Through the quality of our busi-

ness operations, we are able to guarantee long-term profit-

ability and generate added value.

EMPLOYEE SATISFACTION

Finnlines is a reliable and motivating employer, which

treats its employees with fairness and equality, rewarding

the merit.

STRATEGIC GOALS

A stronger position in the Baltic Sea and the North Sea

cargo traffic

• We invest in the operational efficiency of our current

transport areas.

• We will open new routes according to market

opportunities.

• We are actively involved in the growing consolidation of

the sector.

• We increase Group-wide network synergies beyond

the core of today.

A stronger position in the Baltic Sea passenger traffic

• We offer quick and effortless travel between Finland,

Sweden and Germany to our passengers on our large

and efficient ro-pax vessels.

A stronger position in Russian freight traffic

• We are the leading shipping company in transit traffic.

• We actively develop and market direct transport routes

between Central Europe and Russian Baltic ports.

Growing profitability

• We strive to improve our productivity. One of the main

ways of doing this is to focus on routes where the ves-

sels’ capacity utilisation is as high as possible in both

directions.

• We will increase the efficiency of our operational sys-

tems and information management.

• We take proper care of environmental and safety

issues.

• We invest in staff competence.

BUSINESS CONCEPT, VALUES AND STRATEGIC GOALS

Page 12: ANNUAL REPORT - Finnlines

10

St. Petersburg

Ust-Luga Paldiski

RaumaUusikaupunki

Långnäs

NaantaliTurku

HankoHelsinki

Kotka

Kapellskär

Malmö

Amsterdam

Aarhus

Lübeck

TravemündeGdynia

Bilbao

Santander

HullImmingham

Tilbury

AntwerpZeebrugge

El Ferrol

Rostock

LINER TRAFFIC AREA 31 DECEMBER 2015

FLEET

At the beginning of 2015, Finnlines signed a purchase agreement

for three vessels. One of them, MS Finnmerchant, was delivered

in mid-January and was put on the Hanko-Rostock service. The

other two were bound for delivery in January 2016.

The regular operation of the fleet was frequently interrupted

by dockings, as major investments in environmental technology

were implemented. At the end of the year, vessels had either had

sulphur scrubbers and other energy-saving improvements in-

stalled or a decision had been made to have them installed. All

this enabled the fleet to be operated in a more environmentally

friendly manner, both in terms of saving fuel and decreasing the

sulphur dioxide emissions.

The average age of the Group’s vessels was about 12 years.

ROUTE NETWORK

During 2015, Finnlines strengthened its position as a leading

ro-ro shipping company in the Baltic Sea area. As from January

2015, Finnlines opened the route between Hanko and Rostock.

The frequency in the traffic between Finland and Germany was

also increased from Turku, Helsinki and Kotka.

FinnLink service continued visiting the port of Långnäs in

Åland on both the eastbound and westbound legs between

Naantali and Kapellskär. The service had three daily departures

in both directions in the high season, and two in the low season.

NordöLink had three daily departures between Malmö and

Travemünde in both directions, except for Mondays and Sundays

when there were two.

TransRussiaExpress had a weekly sailing from St. Petersburg

to Lübeck and vice versa.

BUSINESS ENVIRONMENT

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11FINNLINES 2015

Page 14: ANNUAL REPORT - Finnlines

12

SHIPPING AND SEA TRANSPORT SERVICES

The Shipping and Sea Transport Services segment’s revenues

totalled EUR 492.9 (517.4 in 2014) million, and it employed 1,317

(1,371) people on average.

During January–December, the transports totalled about 624

(638) thousand cargo units, 156 (99) thousand cars (not includ-

ing passengers’ cars) and 2,032 (2,319 corrected figure) thou-

sand tons of non-unitised freight. In addition, some 575 (561)

thousand private and commercial passengers were transported.

Due to the slump in the Finnish consumer market, the north-

bound cargo flow has been slow for a longer period, and it will

remain so in the predictable future. However, the investments

made in Finnlines’ fleet will ensure the Company’s competitive-

ness also in the future.

THE BALTIC SEA AND NORTH SEA SERVICES

Finnlines’ ro-ro services in the Baltic and North Sea areas pro-

vide a backbone to Finnish industries’ transportation needs. The

services covered the Finnish ports of Rauma, Uusikaupunki,

Turku, Helsinki and Kotka, offering connections with Russian,

Estonian, Polish, German, Danish, British, Dutch, Belgian and

Spanish ports. Traffic was operated with some ten modern ro-ro

vessels catering for lorries, trailers, other mobile cargo, contain-

ers and break bulk. In addition, Finnlines added a direct route

between Hanko and Rostock to its ro-ro services.

HANSALINK

HansaLink consisted of three Star-class ro-pax vessels plying

between Helsinki and Travemünde. HansaLink retained its strong

position as the largest carrier for unitised cargo volumes be-

tween Germany and Finland. For passengers it was the only di-

rect connection by sea between Finland and Continental Europe.

The traffic was operated with six weekly departures in both direc-

tions with a fast sailing time of less than 30 hours.

NORDÖLINK

NordöLink runs a ro-pax service between Malmö and

Travemünde. The three vessels, MS Finnpartner, MS Finntrader

and MS Nordlink, made 19 weekly departures in both directions

with an average intake capacity of about 110,000 lane metres per

week. During the first four months of the year, MS Nordlink was

re-deployed on another route of the Group and was replaced by

MS Finnclipper without altering the frequency of the NordöLink

service.

Finnlines is one of the industry’s leading players in the Baltic Sea, the North Sea and the Bay of Biscay. The strong position derives from the outstanding service which is based on the needs of our customers. High frequency, cargo capacity and information services offered by Finnlines contribute to flexibility, reliability and predictability to customers.

The non-freight passenger traffic’s turnover continued its positive

trend and improved by 3.5 per cent. Further substantial invest-

ments in onboard services and a complete facelift of the main

onboard facilities took place during the year.

FINNLINK

FinnLink between Naantali and Kapellskär operated mainly

with two Clipper-class ro-pax vessels, MS Finnfellow and MS

Finnclipper, and additionally from 16 May until 13 August and

from 14 October until 8 November with MS Finneagle. These

vessels served unitised cargo traffic with a total of 14 weekly

departures in each direction. The fast eight-hour voyage and the

service’s schedule, tailored to the needs of freight customers,

have maintained the competitiveness of the route. The calls at the

port of Långnäs in the Åland Islands were continued throughout

the year, and even increased during the summer high season,

with duty-free shopping onboard. The line’s number of passen-

gers was 15 per cent higher than the year before.

TRANSRUSSIAEXPRESS

TransRussiaExpress (TRE) runs a regular direct liner service

between Germany and Russia (Lübeck–St. Petersburg), offer-

ing one weekly departure in each direction. Throughout the year,

the line operated with pure ro-ro vessels, wherefore no passen-

ger services were offered to/from Russia. The calls at the port

of Kotka on the westbound leg continued throughout the year

on a weekly basis. After the first quarter of the year, the sailing

day from Lübeck/St. Petersburg was readjusted to Saturday/

Tuesday, to comply with the customer needs and increase cargo

volumes.

As from October, a slot charter agreement was agreed with

DFDS, thus increasing the utilisation of the ship for the whole

roundtrip.

INTERCARRIERS

Intercarriers, in which Finnlines holds a 78.5 per cent stake, of-

fered small-tonnage traffic services from ports in Lake Saimaa

and some Russian inland ports to various parts of Europe.

Page 15: ANNUAL REPORT - Finnlines

13FINNLINES 2015

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14

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15FINNLINES 2015

PASSENGER SERVICES

With its nine ro-pax vessels, operating between six ports in three countries, Finnlines has established its position as an important provider of passenger services in the Baltic Sea.

The total number of passengers transported on all routes

(private and commercial) grew by 3 per cent to 575 (561 in

2014) thousand passengers.

The number of private passengers increased on all routes,

the strongest growth being on the Germany–Sweden route

with 22 per cent and on the Finland–Sweden route with 15

per cent. Despite the declined passenger volumes from the

Russian market which is facing difficult economic times, a

volume increase of 3 per cent could be reached on the

Germany–Finland route as well.

Careful attention was given to client communication.

Thereby, new customers were attracted, especially from the

Finnish market to Germany. Web channels were also devel-

oped to respond to the worldwide demand online. A special

focus was put on the extension of onboard sales, most notably

on the Finland–Sweden route where the duty-free concept

has turned out very well.

Channels for interaction with consumers were further

expanded into social media in the main markets, and prepara-

tions for the launch of a new customer website have begun.

Internal processes have been reviewed and modernised in

order to ensure efficient operations. The onboard passenger

concept on all lines is continuously being improved in close

collaboration with the personnel onboard in order to maintain

high customer satisfaction levels and experience.

Page 18: ANNUAL REPORT - Finnlines

16

In Helsinki, Vuosaari and in Turku, the Company provides ro-ro

services, container terminal and depot services as well as import

and export terminal services.

In 2015, Finnlines’ Port Operations generated revenues of

EUR 35.9 (36.9 in 2014) million and employed 280 (330) people

on average. The Port Operations unit suffered from low volumes

and keen competition.

PORT OPERATIONS IN HELSINKI

The Vuosaari Harbour, which was opened at the end of 2008,

has proved to be an efficient world-class port with its modern

and advanced infrastructure.

The Company’s four post-Panamax container gantry cranes

have sufficient capacity and power to cope easily with future

growth in container volumes. The export terminals allow cargo

handling in all weather conditions, while the import terminal in the

logistics area has capacity for diversifying and increasing the

provision of supplementary services.

HELSINKI VOLUME DEVELOPMENT

The overall cargo volumes handled by Finnsteve companies

in the Vuosaari Harbour increased from the previous year.

Container volumes increased significantly because a new con-

tainer customer started to use Finnsteve’s terminal from the be-

ginning of 2015.

The Group’s Port Operations are handled by Finnsteve companies (Finnsteve, Containersteve and FS-Terminals). Finnsteve companies are a major port operator focused on unitised cargo services required by regular liner traffic in the ports of Helsinki, Turku and Naantali. Helsinki is Finland’s most important export and import port for unitised goods, while Turku and Naantali have the fastest sea connections to Sweden.

In 2015, the total cargo throughput in the port of Helsinki in-

creased 5.4 per cent to a volume of 11.4 million tons, compared

to the 2014 volumes. Unitised export traffic increased by 6.1 per

cent to 5.6 million tons and import traffic by 1 per cent to 4.8

million tons. The volume of trailers and lorries increased by 2.9

per cent to 511,776 units. Container traffic increased by 7.5 per

cent to 430,427 TEUs.

PORT OPERATIONS IN TURKU AND NAANTALI

The Company’s operations covered the West Harbour, the

Pansio Harbour, the Base Harbour and the port of Naantali.

During the year under review, the volumes of cargo handled by

the Company decreased from the previous year.

In 2015, the total cargo throughput in the port of Turku de-

creased 11.9 per cent to 2.4 million tons, in comparison to the

volumes in 2014. Container export and import traffic decreased

by 29.3 per cent to 1,332 TEUs, thus representing only a small

part of the total cargo throughput. The volume of trailers and

lorries decreased by 15.5 per cent to 98,387 units in 2015.

The Company’s Naantali operations provided services to the

Group’s FinnLink traffic between Naantali, Långnäs and

Kapellskär.

PORT OPERATIONS

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19FINNLINES 2015

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ENVIRONMENTAL CERTIFICATION

Finnlines’ environmental work focuses on vessels as they have a

substantial effect on the environment. A certified environmental

system under the ISO 14001 Code provides a tool to monitor

and measure the impact of all environment-related operations and

services. The system will also guarantee that the environmental

performance unconditionally complies with relevant legislation

and regulations. External and internal environmental audits were

held in 2015.

STAKEHOLDERS

In environmental and safety matters, Finnlines’ most important

stakeholders are the flag, port and host state administration,

owners, customers, port operators and contractors, as well as

the inhabitants of harbour and fairway areas.

Finnlines is represented at the technical and environmental

committees under the Swedish and Finnish Shipowners’

Associations.

The Baltic Sea Research Institute (IOW) has installed a de-

vice on two of Finnlines’ ships, Finnsea and Finnmaid. The de-

vices measure greenhouse gases in the Baltic Sea and in the

Gulf of Finland. During the spring of 2015, IOW upgraded the

instrumentation on the Finnmaid.

LEGISLATION

The International Maritime Organisation (IMO) manages inter-

national legislation on safety and environmental matters. The

MARPOL 73/78 Convention contains regulations on the disposal

of waste and sewage into the sea, and on the prevention of air

emissions. The SOLAS Convention regulates maritime safety

matters, including ship construction, life-saving arrangements

and navigation. The Company’s port operations comply with

national legislation.

ENERGY CONSUMPTION AND ATMOSPHERE EMISSIONS

Finnlines operates mainly in the Emission Control Areas, i.e. the

Baltic Sea, the North Sea and the English Channel, where the

sulphur content limit for ship fuel oil was reduced to 0.10 per cent

on 1 January 2015 in accordance with the MARPOL Convention.

Finnlines has been selected as one of the 15 Finnish National

Champions to represent Finland in the 2015/16 European

Business Awards, which exists to recognise and reward ex-

cellence, best practice and innovation in companies across

Europe. Finnlines has reached the finals in the “Environmental

& Corporate Sustainability” category. The winners will be an-

nounced during the summer of 2016.

SAFETY AND SECURITY

Safety is one of the most important environmental aspects in

shipping. The land-based ship management organisation and

all the ships are certified in accordance with the ISM Code

(International Management Code for the Safe Operation of Ships

and for Pollution Prevention). All ships and port facilities also

comply with the requirements of the ISPS Code (International

Ship and Port Facility Security Code).

The ships are regularly inspected and audited by the maritime

administration, classification societies and by in-house auditors.

To be prepared for safety and environmental risks, regular drills

are held both internally and with authorities, such as the coast

guard, border guard and local city rescue departments.

In 2015, training was also arranged to improve the level of

knowledge of cargo securing and lashing. Carriage of dangerous

goods was another course topic for shore-based and sea-going

personnel.

Occupational safety and health, which entails maintenance of

health, prevention of injuries and illnesses, and riskless use of

work equipment, is an important part of Finnlines’ operations. In

2015, inspections under the Maritime Labour Convention contin-

ued on ships. The purpose of the Convention is to safeguard that

seafarers are provided with decent working and living conditions.

In May, the ro-ro vessel Finnsea was involved in a collision

with a small tanker outside Antwerp and both vessels sustained

some minor damage. The master of Finnsea has given a maritime

declaration in Finland.

In ports, stevedoring companies have safety systems, includ-

ing communication and contingency plans in case of an accident.

Ports are equipped to respond to fires and oil and chemical

spills.

SAFETY AND ENVIRONMENT

The objective of Finnlines’ safety and environmental policy is to provide safe, top-quality services while making efforts to minimise the environmental impacts in every aspect of operations. Finnlines is in the process of implementing its Environmental Technology Investment Programme, which will amount to EUR 100 million. The programme includes the installation of exhaust gas scrubbers, investments in propulsion and reblading, and silicone anti-fouling.

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20

The global sulphur fuel limit continues to be 3.5 per cent but the

plan is to decrease it to 0.5 per cent in 2020.

To comply with the MARPOL Convention Finnlines started to

install exhaust gas scrubbers at the end of 2014 and a total of

15 ships were fitted with them. Scrubbers also remove most of

the particles and enable the use of fuel which is more inexpensive

than diesel oil. Installations will continue on five more ships during

2016. Ships which are not yet equipped with scrubbers run on

ultra low sulphur fuel oil.

Several measures were taken to reduce fuel consumption.

Schedules were optimised and ships were upgraded technically.

Six ships were rebladed and fitted with rudder bulbs. Three more

ships will be rebladed in 2016. Investments were also made in

hull maintenance. As organisms attached to the ship’s hull slow

the ship down, increasing fuel consumption and air emissions,

two roro-passenger ships were treated with silicone anti-fouling,

which is expected to decrease fuel consumption significantly. On

the other ships, the bottom is brushed and cleaned at regular

intervals.

In 2015, Finnlines’ vessel traffic consumed 301,829 tons of

heavy fuel oil and diesel oil, representing a decrease of over

8 per cent compared with 2014.

WASTE AND SEWAGE

Together with competent waste management companies, efforts

have been made to minimise the amount of waste that is depos-

ited in landfills. The main recyclable waste types generated on

board include energy waste, bio waste, glass, paper, cardboard,

wood, and metal. Hazardous waste, including oil waste, oily fil-

ters, paint, and electronic scrap, is separated and taken to a des-

ignated container in the port.

MARPOL contains restrictions concerning black water, i.e.

toilet water. Finnlines’ ro-pax vessels land black water to onshore

municipal sewage systems whenever they are accessible. Tank

vehicles are used where reception facilities are not provided.

There are no restrictions on the discharge of grey water, i.e. wa-

ter from kitchens and showers, but Finnlines pumps grey water to

the shore-based sewage systems. Cargo ships are equipped

with sewage treatment plants approved by the flag-state

administration.

OTHER ENVIRONMENTAL ASPECTS

Oily waste water, ‘bilge water’, is generated in engine rooms.

Bilge water is separated in separators and the remaining sludge

is always taken ashore. The limit for the oil content of water that

may be discharged into the sea is 15 ppm but many ships in our

fleet have more efficient separators. Some bilge water is also

pumped ashore.

Ships’ ballast water may transfer organisms and species,

which are ecologically harmful when released into a non-native

environment, from one location to another. To avoid entire eco-

systems being destroyed, the IMO Ballast Water Management

Convention was introduced as early as 2004. At the end of 2015,

the Convention had been signed by 47 contracting states, repre-

senting 34.56 per cent of world tonnage. The entry into force

criteria for the number of countries (30) has been well met, but

not the requirement of 35 per cent of global tonnage. Once the

Convention has entered into force, Finnlines ships must be fitted

with treatment equipment by the first renewal survey.

ENVIRONMENTAL ASPECTS IN PORT OPERATIONS

Being aware of their environmental impacts and responsibilities,

Finnsteve companies follow the principles of sustainable devel-

opment. The focus is on enhancing energy savings and on reduc-

ing air emissions and waste generation in processes, in storage

operations and maintenance of machines and properties. In

2015, energy audits were made by external consultants to assess

the existing energy saving potential. Audits also comply with the

requirements of the Energy Efficiency Directive and Act.

Finnsteve companies hold a valid ISO 14 001 environmental

certificate and an ISO 9001 quality certificate.

In 2015, the fuel consumption of the port operations totalled

some 746 tons, which includes the operations in Helsinki, Turku and

Naantali, an increase of around 8 per cent compared with 2014.

SAFETY AND ENVIRONMENT (CONTINUED)

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21FINNLINES 2015

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HUMAN RESOURCES

SEA PERSONNEL

Last year brought us several changes through the new EU

Sulphur Directive, which in turn demanded flexibility from our

organisation and clients and also from our sea personnel in

Finland and Sweden. Scrubber and reblading installations in our

vessels sometimes meant lay-offs as well as last minute schedule

changes, which were handled excellently by our people.

In preparation for the renewed STCW requirements taking

effect in 2017, our sea personnel received updated training in

advanced firefighting, basic safety training, medical care and fire

prevention. In addition, we organised IMDG follow-up training,

scrubber related training, AMOK security training and also occu-

pational health and German language training related to pilot

exemption certificates.

STEVEDORE PERSONNEL

During 2015 our stevedores participated in basic technical train-

ing, although our main focus was on their physical wellbeing.

This was accomplished through extensive programmes. In addi-

tion, improved communication between foremen and stevedores

was achieved through weekly discussions during quiet periods.

SHORE PERSONNEL

Regarding our other shore employees in Finland and abroad,

our new IT system rollouts across our organisation have ushered

in new winds. The system has introduced new ways of working

which will be more in line with those of the Grimaldi Group. Our

German office managed to reduce its costs whilst ensuring our

regular excellent services.

PERSONNEL CHANGES

The Group employed an average of 1,597 (1,701) persons

during the period, consisting of 698 (759) persons on shore

and 899 (942) persons at sea. The average number of the shore

personnel decreased mostly due to employee reductions in Port

Operations. The number of the sea personnel decreased due to

employee reductions made on MS Finnhansa and MS Finnsailor.

The number of persons employed at the end of the period was

1,588 (1,635) in total, of which 699 (716) on shore and 889 (919)

at sea. The Group’s personnel expenses (including social costs)

for the reporting period were EUR 84.2 (88.4) million.

PERFORMANCE MANAGEMENT

Our performance management KPIs are proof that our hard work

has paid off. Our Group’s revenue/average number of employees

for 2015 was EUR 320 (313) thousand, EBIT/ average number of

employees was EUR 44 (34) thousand.

FUTURE

Although last year we encountered challenges and tragic person-

nel related events, we also experienced triumphs. Our vessels

are now technically ready to increase their volumes of cargo and

passengers, which in turn will demand even more from our sales

force. But as last year’s achievements have already proved, any-

thing is possible!

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22

HUMAN RESOURCES (CONTINUED)

Key figures 2015 2014Average number of employees 1,597 1,701Revenue/employee, EUR 320,060 313,298Personnel expenses/employee, EUR 53,147 52,543Result before taxes/employee, EUR 33,281 21,538Employee turnover, % 24 32Absences of personnel, change % 13.5 13.7Training days, total 1,551 1,798Average number of employees per business areaShore-based personnel Shipping and Sea Transport Services 418 429 Port Operations 280 330Sea personnel 899 942Continuing operations, total 1,597 1,701DivestmentsTotal 1,597 1,701

As of 31 December 2015, there were 699 shore-based personnel and 889

sea personnel for a total of 1,588.

As of 31 December 2014, there were 716 shore-based personnel and 919

sea personnel for a total of 1,635.Employee categoriesOffice personnel 30 % 30 %Sea personnel 56 % 56 %Stevedores 14 % 14 %Gender distribution Shipping Port personnel Sea operations Shipping Port personnel Sea operationsFemale 49 % 6 % 21 % 52 % 6 % 20 %Male 51 % 94 % 79 % 48 % 94 % 80 %Personnel by countryFinland 68 % 69 %Sweden 23 % 21 %Germany 6 % 7 %Other 3 % 3 %The average age of Finnlines personnel, years 45 45The average duration of employment, years 5 6Personnel profit and loss account, (EUR 1,000)Revenue 511,167 532,889Other income from operations 1,810 6,776Personnel related expenses Real working time expenses 65,744 68,010 Personnel renewal 22,310 24,712 Personnel development 310 214 Personnel benefits and obligations -3,483 -3,567Personnel related expenses, total 84,881 89,370Other operating expenses excluding personnel expenses, total 428,097 443,519

Result before interest and taxes (EBIT) 70,284 58,563Result before taxes (EBT) 53,153 36,634Quarterly figures, Average number of employeesContinuing operations I/2015 II/2015 I/2014 II/2014

1,595 1,595 1,712 1,731III/2015 IV/2015 III/2014 IV/2014

1,612 1,597 1,729 1,701

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23FINNLINES 2015

2015FINANCIAL STATEMENTS

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24

BOARD OF DIRECTORS’ REPORT

FINNLINES’ BUSINESS

Finnlines is the largest shipping company in the Baltic Sea based

on both ro-ro and ro-pax volumes (source: Baltic Transportation

Journal). The Company’s passenger-freight vessels offer services

from Finland to Germany and via the Åland Islands to Sweden, as

well as from Sweden to Germany. Finnlines’ ro-ro vessels operate

in the Baltic Sea and the North Sea. The Company has subsidiar-

ies in Germany, Belgium, Great Britain, Sweden, Denmark and

Poland which all are also sales offices. In addition to sea transpor-

tation, the Company provides port services in Helsinki and Turku.

GROUP STRUCTURE

Finnlines Plc is a Finnish listed company. At the end of the report-

ing period, the Group consisted of the parent company and 21

subsidiaries.

Finnlines is part of the Italian Grimaldi Group, which is a glob-

al logistics group specialising in maritime transport of cars, roll-

ing cargo, containers and passengers. The Grimaldi Group com-

prises seven shipping companies, including Finnlines, Atlantic

Container Line (ACL), Malta Motorways of the Sea (MMS) and

Minoan Lines. With an owned fleet of about 110 vessels, the

Group provides maritime transport services for rolling cargo and

containers between Northern Europe, the Mediterranean, the

Baltic Sea, West Africa, North and South America. It also offers

passenger services within the Mediterranean and the Baltic Sea.

With 93.38 per cent (on 31 December 2015) of the shares, the

Grimaldi Group is the biggest shareholder in Finnlines Plc.

GENERAL MARKET DEVELOPMENT

Based on the statistics by the Finnish Transport Agency for

January–December, the Finnish seaborne imports carried in

container, lorry and trailer units decreased by 4 per cent whereas

exports increased by 3 per cent (measured in tons) compared to

the same period in 2014. During the same period, private and

commercial passenger traffic between Finland and Sweden in-

creased by 1 per cent. Between Finland and Germany the corre-

sponding traffic increased by 1 per cent (Finnish Transport

Agency).

FINNLINES’ TRAFFIC

As from 19 January 2015, Finnlines opened the route between

Hanko and Rostock operated by MS Finnmerchant which was

acquired in January 2015. The ro-ro vessel built in 2003 comple-

ments Finnlines’ liner services offered to customers and

strengthens the competitiveness of Finnlines’ fleet.

The new stricter environmental regulations for the fuel sulphur

limit came into force on 1 January 2015. During the first quarter

of 2015, the installations of scrubbers and new propulsion sys-

tems continued, which caused occasional disruptions to the

services provided. The majority of the installations was complet-

ed by the end of March 2015.

In June, Finnlines further expanded the service on the main

routes between Germany, Finland and Russia by adding capacity

to both the Travemünde and the Rostock services.

MS Finnmerchant, operating between Hanko and Rostock, was

docked in September for the installation of an exhaust gas cleaning

system. During the docking, MS Finneagle transferred from the

Naantali–Kapellskär service to the Hanko–Rostock line.

In the fourth quarter of 2015, Finnlines entered into a slot char-

ter agreement for the provision of slots on board Finnlines’ vessels

to DFDS on the route between Russia and Germany. The slot

charter agreement came into effect as from 11 October 2015.

Both companies will continue to independently provide maritime

services, handle sales, customer service and cargo in the port

terminals related to the route.

The charter agreement of MS Misana expired and the vessel was

redelivered on 31 December 2015 in Hull. MS Finneagle was char-

tered out to the Grimaldi Group during the fourth quarter of 2015.

During the reporting period, Finnlines operated on average 22

(24 in 2014) vessels in its own traffic.

The cargo volumes transported during January-December to-

talled approximately 624 (638 in 2014) thousand cargo units, 156

(99) thousand cars (not including passengers’ cars) and 2,032

(2,319 corrected figure) thousand tons of freight not possible to

measure in units. In addition, some 575 (561) thousand private and

commercial passengers were transported.

FINANCIAL RESULTS

The Finnlines Group recorded revenue totalling EUR 511.2 (532.9)

million in 2015, a decrease of 4.1 per cent compared to the same

period in the previous year. Shipping and Sea Transport Services

generated revenue amounting to EUR 492.9 (517.4) million and

Port Operations EUR 35.9 (36.9) million. The Shipping and Sea

Transport Services segment’s revenue decreased due to the lower

bunker surcharge and lower bareboat charter income resulting

from divestment of vessels. In Port Operations the revenue de-

creased due to the restructuring measures taken. The internal

revenue between the segments was EUR 17.6 (21.3) million, which

means that the external revenue of Port Operations increased dur-

ing the reporting period.

Result before interest, taxes, depreciation and amortisation

(EBITDA) was EUR 126.9 (115.4) million, an increase of 9.9 per

cent.

Result before interest and taxes (EBIT) was EUR 70.3 (58.6)

million. The increased efficiency of the operations in terms of bun-

ker consumption, higher capacity utilisation of vessels and reduc-

tion of costs in many areas has continued to positively impact the

financial performance of the Group. Despite the increased effi-

ciency of the operations, the result was burdened by docking of

several vessels for the installations of scrubbers and new propul-

sion systems during the first quarter.

As a result of the improved financial position, net financial

expenses decreased and were EUR -17.1 (-21.9) million.

Financial income was EUR 0.9 (0.5) million and financial expenses

EUR -18.1 (-22.4) million. Result before taxes (EBT) improved by

EUR 16.5 million and was EUR 53.2 (36.6) million. The result for

the reporting period was EUR 56.8 (41.7) million and earnings per

share (EPS) were EUR 1.10 (0.81).

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25FINNLINES 2015

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The most important business and share related key indicators

are presented in the Five-Year Key Figures on page 35.

STATEMENT OF FINANCIAL POSITION, FINANCING AND

CASH-FLOW

Even though the Company has an ongoing environmental invest-

ment programme, interest-bearing debt decreased by EUR 18.7

million and amounted to EUR 533.7 (552.5) million excluding

leasing liabilities EUR 17.9 (19.6) million. The equity ratio calcu-

lated from the balance sheet improved to 45.7 (41.7) per cent

and gearing dropped to 97.1 (113.0) per cent. Vessel lease com-

mitments decreased by EUR 10.4 million to EUR 0.1 million com-

pared to the end of December 2014.

The Group’s liquidity position is strong and at the end of the

period, cash and cash equivalents together with unused commit-

ted credit facilities amounted to EUR 114.5 (123.1) million.

Net cash generated from operating activities improved con-

siderably and was EUR 105.8 (82.1) million before capex and

divestments.

CAPITAL EXPENDITURE

The Finnlines Group’s gross capital expenditure in the reporting

period totalled EUR 64.1 (36.6) million including tangible and

intangible assets. Total depreciation and amortisation amounted

to EUR 56.6 (56.8) million. The capital expenditures consist of

the purchase of MS Finnmerchant, prepayments of two ro-ro

vessels delivered at the beginning of January 2016, normal re-

placement costs of fixed assets, IT investments and, to a large

extent, payments related to the Finnlines Group’s EUR 100 mil-

lion Environmental Technology Investment Programme.

As part of the Connecting Europe Facility (CEF), the European

Union awarded Finnlines a funding of EUR 14.5 million for envi-

ronmental technology investments on vessels in liner services.

The funding is recognised as adjustment of investment costs.

The environmental investment programme was a direct re-

sponse to the new stricter environmental regulations for the fuel

sulphur limit which came into force on 1 January 2015. Finnlines

follows a consequent and cost-efficient compliance strategy of

deploying effective exhaust gas cleaning measures, achieving an

even better reduction level of sulphur oxides (SOx) than required.

In addition, Finnlines is investing in energy efficiency and environ-

mental performance improvements. By upgrading several ves-

sels’ propulsion and applying special foul release paint on other

vessels, significant reduction in fuel consumption is achieved and

thus substantially less CO2 is emitted.

The first phase of the environmental investment programme

was initiated in 2014 when the Company ordered exhaust gas

cleaning systems ("scrubbers") for ten of its ro-ro vessels and

four of its ro-pax vessels as well as propulsion upgrading to six of

its vessels. These retrofits were implemented in winter/spring

2015 and completed in May 2015.

In 2015, Finnlines launched the second phase of the environ-

mental investment programme which covers scrubber orders for

a further three of its ro-ro vessels and a further three of its ro-pax

vessels. Moreover, additional energy efficiency investment was

initiated by extending the propulsion upgrading programme to

cover a further three ro-pax vessels and by applying special foul

release coating ("silicon paint") to two ro-pax vessels.

The second phase of the EUR 100 million Environmental

Technology Investment Programme is ongoing and scheduled to

be completed in spring 2016.

PERSONNEL

The Group employed an average of 1,597 (1,701) persons during

the reporting period, consisting of 698 (759) persons on shore

and 899 (942) persons at sea. The average number of the shore

personnel decreased mainly due to employee reductions in Port

Operations. The number of the sea personnel decreased due to

employee reductions made on MS Finnhansa and MS Finnsailor.

The total number of persons employed at the end of the reporting

period was 1,588 (1,635), of which 699 (716) on shore and 889

(919) at sea.

The Group’s personnel expenses (including social costs) for

the reporting period were EUR 84.2 (88.4) million.

RESEARCH AND DEVELOPMENT

The aim of Finnlines’ research and development work is to find

and introduce new practical models and operating methods,

which enable the Company to meet customer requirements in a

more sustainable and cost-efficient way. In 2015, the focus con-

tinued to be on environmental investments in vessels.

To cost-efficiently fulfil the requirements of the EU Sulphur

Directive and the MARPOL Convention, in force as from 1

January 2015, the Company launched a project for installation of

scrubbers on vessels in 2014. Some of the vessels were also

fitted with new propellers and others were treated with silicone

anti-fouling to reduce frictional resistance. These measures will

considerably reduce energy consumption and impacts on the

environment. The installation work was carried out mainly in 2015

and will continue in 2016.

In 2015, the Company introduced a new operative IT system

for the cargo traffic. At the same time, the systems were harmo-

nised in different trades within the Finnlines Group and in the

framework of the entire Grimaldi Group network. In 2015, the

reform of operative systems in the ports was also initiated.

THE FINNLINES SHARE

The Company’s registered share capital on 31 December 2015

was EUR 103,006,282 divided into 51,503,141 shares. A total of

7.1 (5.1) million shares were traded on Nasdaq Helsinki Ltd dur-

ing the reporting period. The market capitalisation of the

Company’s stock on 31 December 2015 increased by more than

10 per cent compared to the previous year and was EUR 911.6

(824.1) million. Earnings per share (EPS) were EUR 1.10 (0.81).

Shareholders’ equity per share was EUR 10.89 (9.78).

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26

BOARD OF DIRECTORS’ REPORT (CONTINUED)

The Company announced on 9 October 2015 that the

Grimaldi Group has made an agreement with Mutual Pension

Insurance Company Ilmarinen ("Ilmarinen") on the purchase of

Ilmarinen’s Finnlines shares, through which the Grimaldi Group’s

ownership rose to 91.32 per cent. At the end of the reporting

period, the Grimaldi Group’s holding and share of votes in

Finnlines was 93.38 per cent.

The shares, shareholders and management’s holding are

dealt with in more detail in the Notes to the Consolidated

Financial Statements, in Note 37. Shares and shareholders.

DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING

Finnlines Plc’s Annual General Meeting was held in Helsinki on

14 April 2015. The Annual General Meeting of Finnlines Plc ap-

proved the Financial Statements, the Board of Directors’ Report

and the Auditor’s Report, and discharged the members of the

Board of Directors and the President and CEO from liability for

the financial year 2014. It was decided to accept the proposal of

the Board of Directors that no dividend be paid for 2014.

The meeting decided that the number of Board Members be

seven. All of the current Board Members were re-elected; Mr

Christer Backman, Ms Tiina Bäckman, Mr Emanuele Grimaldi,

Mr Gianluca Grimaldi, Mr Diego Pacella, Mr Olav K. Rakkenes

and Mr Jon-Aksel Torgersen. It was decided to pay annual com-

pensation to the members of the Board as follows: EUR 50,000

for the Chairman, EUR 40,000 for the Vice Chairman, and EUR

30,000 for each of the other members of the Board.

The Annual General Meeting elected APA KPMG Oy Ab as

the Company’s auditor for the fiscal year 2015. It was decided

that the external auditors be reimbursed according to invoice.

It was decided to authorise the Board of Directors to resolve

on the issuance of shares in one or several tranches. The Board

of Directors may, on the basis of the authorisation, resolve on the

issuance of shares in one or several tranches, so that the aggre-

gate number of shares to be issued shall not exceed 10,000,000

shares. The Board of Directors decides on all the conditions of

the issuance of shares. The issuance of shares may be carried out

in deviation from the shareholders’ pre-emptive rights (directed

issue). The authorisation is valid until the next Annual General

Meeting. The authorisation replaces the Annual General

Meeting’s authorisation to decide on a share issue of 8 April 2014.

RISKS AND RISK MANAGEMENT

Finnlines is exposed to business risks that arise from the capacity

of the fleet existing in the market, counterparties, prospects for

export and import of goods, and changes in the operating envi-

ronment. The risk of overcapacity is reduced through scrapping

of aging vessels, on the one hand, and the more stringent

Sulphur Directive requirements, on the other.

Finnlines operates mainly in the Emissions Control Areas

where the emission limits are stricter than globally. The sulphur

content limit for heavy fuel oil was reduced to 0.10 per cent as

from 1 January 2015 in accordance with the MARPOL

Convention. This increases costs of sea transportation. However,

with one of the youngest and largest fleets in Northern Europe

and with investments in engine systems and energy efficiency,

Finnlines is in a strong position to greatly mitigate this risk.

The effect of fluctuations in the foreign trade is reduced by the

fact that the Company operates in several geographical areas.

This means that slow growth in one country is compensated by

faster recovery in another. Finnlines continuously monitors the

solidity and payment schedules of its customers and suppliers.

Currently, there are no indications of imminent risks related to

counterparties but the Company continues to monitor the finan-

cial position of its counterparties. Finnlines holds adequate credit

lines to maintain liquidity in the current business environment.

More detailed information on Finnlines’ financial risks and risk

management can be found in the Notes to the Consolidated

Financial Statements, in Note 33. Financial Risk Management.

The risk management procedures of the Company are presented

in more detail on the Company’s website under Corporate

Governance.

LEGAL PROCEEDINGS

On 27 February 2015, the District Court of Helsinki rendered its

decision on the dispute between Finnlines Plc and the State of

Finland. According to Finnlines Plc, the Finnish Act on Fairway

Dues in force until 1 January 2006 contained provisions which,

according to EU law, were discriminatory. The Company has

been charged excessive fairway dues during 2001–2004. In its

decision, the District Court of Helsinki ordered the State of

Finland to refund to Finnlines Plc, as plaintiffs, the fairway dues,

charged in excessive extent in 2001–2004 totalling about EUR

17.0 million including interest. The Finnish State has appealed to

the Helsinki Court of Appeal. The case is pending.

The Company’s port operations subsidiaries have received a

summons from 18 former employees. All employees claim com-

pensation based on groundless termination of their employment

contracts and compensation according to the Non-Discrimination

Act. The total amount of the claims is EUR 2.2 million. The sub-

sidiaries consider the basis of the claims to be groundless. The

processes are under way.

Finnlines Plc’s port operation subsidiary Finnsteve Oy Ab

("Finnsteve") has initiated legal action against the Port of Helsinki

Oy ("the Port of Helsinki"). The action was initiated due to non-

respect of the obligations on the part of the Port of Helsinki under

the operative agreement in force between the parties concerning

the rights of the subsidiary to use the operative area in the

Vuosaari Harbour. In the beginning of October, the Port of

Helsinki, on its part, filed an application for a temporary court

order against Finnsteve in the Helsinki District Court. With the

application for an interim court order the Port of Helsinki sought

the right to force Finnsteve to clear certain areas in the Vuosaari

Harbour which are essential to Finnsteve’s business and opera-

tions and to oblige Finnsteve, on request, to provide crane ser-

vices by the two cranes owned by Finnsteve to any third party

designated by the Port of Helsinki. The Port of Helsinki has not

given any indications that any third parties would need additional

Page 29: ANNUAL REPORT - Finnlines

27FINNLINES 2015

areas or crane services in the Vuosaari Harbour. The temporary

court order, if granted, would be in force until a final and legally

binding judgement is received in separate legal proceedings

regarding the merits of allegations made by the Port of Helsinki.

Finnsteve considers the claims of the Port of Helsinki unfounded

and against the terms and conditions of the agreement in force

since 2007 for 20 years between the Port of Helsinki and

Finnsteve. The temporary court order against Finnsteve request-

ed by the Port of Helsinki was rejected by the Helsinki District

Court on 18 December 2015. The Port of Helsinki has an-

nounced its discontent with the decision. The case is pending.

In March 2010, the District Court of Helsinki rendered its

judgment in the action initiated by Mutual Pension Insurance

Company Ilmarinen ("Ilmarinen") against the Company, which

was reversed by the Court of Appeal of Helsinki in favour of the

Company in November 2011. The Supreme Court granted

Ilmarinen a leave to appeal the decision of the Court of Appeal of

Helsinki in December 2012. The action initiated by Ilmarinen was

an appeal against the decision of Finnlines’ Annual General

Meeting held on 20 May 2008 concerning minimum dividend.

Ilmarinen claimed that the decision should be amended in that

the minimum dividend paid should have been EUR 17,181,000.00

instead of EUR 180,216.39. The Supreme Court of Finland sus-

tained, on 29 December 2015, the judgment rendered by the

Helsinki Court of Appeal on 29 November 2011 and dismissed

all claims presented against Finnlines Plc by Ilmarinen. The

Supreme Court ruled that the decision of the Annual General

Meeting was not against the Companies Act’s minority dividend

clause. It also ordered Ilmarinen to compensate Finnlines’ legal

costs.

TONNAGE TAXATION

Finnlines Plc entered into the Finnish tonnage taxation regime as

from 1 January 2013. In tonnage taxation, the shipping opera-

tions transferred from taxation of business income to tonnage-

based taxation. Finnlines Deutschland GmbH exited from the

German tonnage tax scheme and transferred to business taxation

on 1 February 2014.

ENVIRONMENT AND SAFETY

The objective of Finnlines’ environmental policy is to provide safe,

top-quality services while taking into account the environmental

impacts in every aspect of operations. The Company’s focus is

on responsible use of natural resources.

During 2015, Finnlines implemented an extensive environmen-

tal technology investment programme. Exhaust gas scrubbers

were installed on a total of 15 ships to comply with the Sulphur

Directive and to enable use of fuel which is more inexpensive

than sulphur-free fuel oil. Six ships were rebladed and fitted with

rudder bulbs. Two ships were treated with silicone anti-fouling.

These measures are expected to improve the ships’ fuel econo-

my. The investment programme will continue in 2016.

In 2015, Finnlines’ vessel traffic consumed 301,829 tons of

heavy fuel oil and diesel oil, representing a decrease of over

8 per cent compared with 2014. The fuel consumption of the port

operations totalled some 746 tons, which includes the operations

in Helsinki, Turku and Naantali, an increase of around 8 per cent

compared with 2014.

Safety is one of the most important environmental aspects in

shipping. The land-based ship management organisation and all

the ships are certified in accordance with the ISM Code

(International Management Code for the Safe Operation of Ships

and for Pollution Prevention). All ships and port facilities also

comply with the requirements of the ISPS Code (International

Ship and Port Facility Security Code).

CORPORATE GOVERNANCE

Finnlines applies the Finnish Corporate Governance Code for

listed companies. The Corporate Governance Statement can be

reviewed on the corporate website: www.finnlines.com.

EVENTS AFTER THE REPORTING PERIOD

In January 2016, Finnlines acquired two ro-ro vessels in accord-

ance with the purchase agreement signed earlier. The vessels

were put into Finnlines’ liner services in early 2016.

On 3 February 2016, the Grimaldi Group notified Finnlines of

its redemption rights on the remaining Finnlines shares, for which

it offers EUR 17.80 per share in the redemption proceedings. To

implement the redemption of the shares the Grimaldi Group will

initiate arbitration proceedings as provided in the Finnish

Companies Act.

OUTLOOK AND OPERATING ENVIRONMENT

Finnlines will complete its EUR 100 million Environmental

Technology Investment Programme in 2016. Finnlines Group’s

result before taxes is expected to improve in 2016 compared to

the same period in the previous year.

DIVIDEND DISTRIBUTION PROPOSAL

The parent company Finnlines Plc’s result for the reporting pe-

riod was EUR 52.8 million. The Board of Directors proposes to

the Annual General Meeting that no dividend be paid for the re-

porting period ended on 31 December 2015 due to the ongoing

extensive capital expenditure requirement for the installation of

scrubbers on Finnlines’ vessels during 2015 and 2016.

According to the consolidated statement of financial position,

the equity attributable to parent company shareholders equals

EUR 561.1 (503.6) million at the end of the reporting period.

ANNUAL GENERAL MEETING 2016

Finnlines Plc’s Annual General Meeting will be held from 13:00

on Tuesday, 12 April 2016 at the National Museum of Finland,

Mannerheimintie 34, 00100 Helsinki.

London, 25 February 2016

Finnlines Plc, The Board of Directors

Page 30: ANNUAL REPORT - Finnlines

28

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

Most of the items recognised in the Consolidated Statement of Comprehensive Income fall under the tonnage tax scheme.

EUR 1,000 1 Jan–31 Dec 2015 1 Jan–31 Dec 2014Revenue 511,167 532,889

Other income from operations 1,810 6,776Materials and services -161,264 -191,445Personnel expenses -84,186 -88,418Depreciation, amortisation and impairment losses -56,590 -56,843Other operating expenses -140,654 -144,396

Total operating expenses -442,694 -481,102Result before interest and taxes (EBIT) 70,284 58,563

Financial income 934 483Financial expense -18,064 -22,412Result before taxes (EBT) 53,153 36,634

Income taxes 3,675 5,079Result for the reporting period 56,829 41,713

Other comprehensive income:Other comprehensive income to be reclassified to profit and loss in subsequent periods:Exchange differences on translating foreign operations 32 69Tax effect, netOther comprehensive income to be reclassified to profit and loss in subsequent periods, total 32 69Other comprehensive income not being reclassified to profit and loss in subsequent periods:Remeasurement of defined benefit plans 632 -844Tax effect, net -36 353

Other comprehensive income not being reclassified to profit and loss in subsequent periods, total 596 -491Total comprehensive income for the reporting period 57,457 41,291

Result for the reporting period attributable to:Parent company shareholders 56,841 41,726Non-controlling interests -12 -13

56,829 41,713Total comprehensive income for the reporting period attributable to:Parent company shareholders 57,469 41,304Non-controlling interests -12 -13

57,457 41,291Result for the reporting period attributable to parent company shareholders calculated as earnings per share (EUR/share)Undiluted / diluted earnings per share 1.10 0.81

Page 31: ANNUAL REPORT - Finnlines

29FINNLINES 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS

EUR 1,000 31 Dec 2015 31 Dec 2014ASSETSNon-current assetsProperty, plant and equipment 997,619 983,183Goodwill 105,644 105,644Other intangible assets 3,758 5,500Other financial assets 4,576 4,576Receivables 1,258 1,434Deferred tax assets 5,792 5,353

1,118,645 1,105,688Current assetsInventories 4,333 5,926Accounts receivable and other receivables 86,019 75,884Income tax receivables 539 1Cash and cash equivalents 6,468 2,680

97,359 84,490Non-current assets held for sale 15,121 20,297Total assets 1,231,125 1,210,475

TOTAL ASSETSEquity attributable to parent company shareholdersShare capital 103,006 103,006Share premium account 24,525 24,525Translation differences 209 178Fund for invested unrestricted equity 40,016 40,016Retained earnings 393,313 335,876

561,070 503,601Non-controlling interests 294 306Total equity 561,363 503,907

LIABILITIESLong-term liabilitiesDeferred tax liabilities 52,712 56,102Other long-term liabilities 113 163Pension liabilities 3,919 4,705Provisions 1,810 1,844Loans from financial institutions 367,445 420,722

425,999 483,536Current liabilitiesAccounts payable and other liabilities 59,191 71,565Current tax liabilities 14 72Provisions 345 81Loans from financial institutions 176,736 142,967

236,287 214,685Total liabilities 662,286 698,220Liabilities related to long-term assets held for sale 7,476 8,348Total shareholders’ equity and liabilities 1,231,125 1,210,475

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

Page 32: ANNUAL REPORT - Finnlines

30

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY, IFRS

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

EUR 1,000 Equity attributable to parent company shareholders

Share capital

Share issue

premiumTranslation differences

Fund for invested

unrestricted equity

Retained earnings Total

Non-controlling

interestsTotal

equity

Reported equity 1 January 2014 103,006 24,525 109 40,016 294,641 462,297 360 462,658Comprehensive income for the year:Result for the reporting period 41,726 41,726 -13 41,713Exchange differences on translating foreign operations 69 69 69Remeasurement of defined benefit plans -844 -844 -844Tax effect, net 353 353 353Total comprehensive income for the year 69 41,235 41,304 -13 41,291Dividend -42 -42Equity 31 December 2014 103,006 24,525 178 40,016 335,876 503,601 306 503,907

EUR 1,000 Equity attributable to parent company shareholders

Share capital

Share issue

premiumTranslation differences

Fund for invested

unrestricted equity

Retained earnings Total

Non-controlling

interestsTotal

equity

Reported equity 1 January 2015 103,006 24,525 178 40,016 335,876 503,601 306 503,907Comprehensive income for the year:Result for the reporting period 56,841 56,841 -12 56,829Exchange differences on translating foreign operations 32 32 32Remeasurement of defined benefit plans 632 632 632Tax effect, net -36 -36 -36Total comprehensive income for the year 32 57,437 57,469 -12 57,457DividendEquity 31 December 2015 103,006 24,525 209 40,016 393,313 561,070 294 561,363

Page 33: ANNUAL REPORT - Finnlines

31FINNLINES 2015

CONSOLIDATED STATEMENT OF CASH FLOWS, IFRS

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

EUR 1,000 1 Jan–31 Dec 2015 1 Jan–31 Dec 2014Cash flows from operating activitiesResult for reporting period 56,829 41,713Adjustments:

Non-cash transactions 56,192 51,987Unrealised foreign exchange gains (-) / losses (+) -3 -28Financial income and expenses 17,133 21,957Taxes -3,675 -5,079

Changes in working capital:Change in accounts receivable and other receivables -2,009 4,855Change in inventories 1,592 2,906Change in accounts payable and other liabilities -2,515 -9,435Change in provisions -238 -207

Interest paid -14,240 -18,742Interest received 442 141Taxes paid * -81 -3,990Other financing items -3,632 -3,970Net cash generated from operating activities 105,794 82,108

Cash flows from investing activitiesInvestments in tangible and intangible assets ** -78,897 -29,575Sale of tangible assets 799 69,590Proceeds from sale of investments 1Dividends received 12 13Net cash used in investing activities -78,085 40,029

Cash flows from financing activitiesLoan withdrawals 282,000 169,604Net increase (+) / decrease (-) in current interest-bearing liabilities 32,447 7,953Repayment of loans -338,550 -298,974Loans granted -900Increase / decrease in non-current receivables 180 395Dividends paid -42Net cash used in financing activities 23,922 -121,964

Change in cash and cash equivalents 3,787 173Cash and cash equivalents 1 January 2,680 2,508Effect of foreign exchange rate changes 1 -1Cash and cash equivalents 31 December 6,468 2,680

* The taxes paid in 2014 include the payment of EUR 3.6 million included in Finnlines Deutschland GmbH’s tax provisions due to the exit from the tonnage tax scheme.

** Investments include environmental aid granted by the European Union, of which the Group has received EUR 5.8. million during the reporting period 2015.

Page 34: ANNUAL REPORT - Finnlines

32

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

PROFIT AND LOSS ACCOUNT, PARENT COMPANY, FAS

EUR 1 Jan–31 Dec 2015 1 Jan–31 Dec 2014Revenue 399,551,256.21 407,439,007.76

Other income from operations 3,725,094.27 4,495,845.52

Materials and services -146,434,213.23 -176,131,401.66Personnel expenses -40,143,206.84 -41,320,170.61Depreciation, amortisation and other write-offs -30,459,737.88 -29,145,189.72Other operating expenses -127,048,262.92 -116,837,436.34Result before interest and taxes 59,190,929.61 48,500,654.95

Financial income and expenses -11,159,462.11 -47,795,840.12

Result before appropriations and taxes 48,031,467.50 704,814.83

Extraordinary items -800,000.00

Profit/Loss before tax 47,231,467.50 704,814.83

Other income taxes -91,640.81 -86,623.89Deferred taxes 5,658,883.85 3,586,502.74

Result for the reporting period 52,798,710.54 4,204,693.68

Page 35: ANNUAL REPORT - Finnlines

33FINNLINES 2015

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

BALANCE SHEET, PARENT COMPANY, FAS

EUR 31 Dec 2015 31 Dec 2014ASSETS

Non-current assetsIntangible assets 2,819,329.37 4,667,878.84Tangible assets 657,686,704.02 642,930,262.24Investments

Shares in group companies 249,480,069.61 242,826,003.61Other investments 4,606,744.61 4,379,744.61

914,592,847.61 894,803,889.30

Current assetsInventories 3,552,504.96 4,915,457.90Long-term receivables 163,954,523.75 178,381,270.29Short-term receivables 86,869,122.08 72,775,471.82Bank and cash 4,969,672.37 825,954.65

262,345,823.16 256,898,154.66

Total assets 1,176,938,670.77 1,151,702,043.96

SHAREHOLDERS’ EQUITY AND LIABILITIES

Shareholders’ equityShare capital 103,006,282.00 103,006,282.00Share premium account 24,525,353.70 24,525,353.70Unrestricted equity reserve 40,882,508.10 40,882,508.10Retained earnings 259,079,544.41 254,874,850.73Result for the reporting period 52,798,710.54 4,204,693.68Total shareholders’ equity 480,292,398.75 427,493,688.21

Statutory provisionsPension obligation, IFRS 617,000.00 1,137,000.00

LiabilitiesLong-term liabilities

Deferred tax liability 32,424,076.50 38,082,960.35Interest-bearing 435,935,998.57 454,636,755.42

468,360,075.07 492,719,715.77Current liabilities

Interest-bearing 183,621,891.28 179,580,128.16Interest-free 44,047,305.67 50,771,511.82

227,669,196.95 230,351,639.98

Total liabilities 696,029,272.02 723,071,355.75

Total shareholders’ equity and liabilities 1,176,938,670.77 1,151,702,043.96

Page 36: ANNUAL REPORT - Finnlines

34

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

CASH FLOW STATEMENT, PARENT COMPANY, FAS

EUR 1 Jan–31 Dec 2015 1 Jan–31 Dec 2014Cash flows from operating activitiesResult for the reporting period 52,798,710.54 4,204,693.68

Adjustments for:Depreciation, amortisation & impairment loss 30,459,737.88 29,145,189.72Gains (-) and Losses (+) of disposals of fixed assets and other non-current assets -213,011.25 -1,443,776.04Financial income and expenses 11,159,462.11 47,795,840.12Income taxes -5,567,243.04 -3,499,878.85Other adjustments 800,000.00

89,437,656.24 76,202,068.63Changes in working capital:Change in inventories, addition (-) and decrease (+) 1,362,952.94 2,543,891.17Change in accounts receivable, addition (-) and decrease (+) -7,337,715.55 -3,820,976.45Change in accounts payable, addition (+) and decrease (-) -1,874,403.58 -6,030,986.06Change in provisions -520,000.00 329,000.00

81,068,490.05 69,222,997.29

Interest paid -13,062,957.89 -17,312,980.47Dividends received 154,200.00Interest received 4,704,721.07 5,778,771.26Other financing items -2,867,949.17 -3,139,221.71Income taxes paid -79,863.97 -88,653.10

-11,306,049.96 -14,607,884.02

Net cash generated from operating activities 69,762,440.09 54,615,113.27

Cash flows from investing activitiesInvestments in tangible and intangible assets -55,993,336.25 -48,389,719.05Proceeds from sale of tangible and intangible assets 308,453.31 30,415,992.30Investment in subsidiary (SVOP) -6,685,566.00 -200,000.00Change in internal loans ( net) 12,210,720.34 15,474,942.27Net cash used in investing activities -50,159,728.60 -2,698,784.48

Net cash before financing activities 19,602,711.49 51,916,328.79

Cash flows from financing activitiesLoan withdrawals -726,284.84 46,352,302.06Repayment of short-term borrowings -517,666.32 -353,564.56Proceeds of long-term borrowings 298,400,000.00 190,204,494.98Repayment of long-term borrowings -311,815,042.57 -287,924,833.33Received and paid group contributions -800,000.00Net cash used in financing activities -15,458,993.73 -51,721,600.85

Change in cash and cash equivalents 4,143,717.76 194,727.94Cash and cash equivalents on 1 Jan 825,954.66 631,226.71Cash and cash equivalents on 31 Dec 4,969,672.42 825,954.65

Page 37: ANNUAL REPORT - Finnlines

35FINNLINES 2015

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

FIVE-YEAR KEY FIGURES

2015 2014 2013 2012 2011EUR million IFRS IFRS IFRS IFRS IFRSRevenue 511.2 532.9 563.6 609.3 605.2Other income from operations 1.8 6.8 5.3 5.7 2.5Result before interest, taxes, depreciation and amortisation (EBITDA) 126.9 115.4 83.7 89.8 84.5

% of revenue 24.8 21.7 14.8 14.7 14.0Result before interest and taxes (EBIT) 70.3 58.6 18.1 23.7 21.0

% of revenue 13.8 11.0 3.2 3.9 3.5Associated companiesResult before taxes (EBT) 53.2 36.6 -6.7 -1.6 -5.4

% of revenue 10.4 6.9 -1.2 -0.3 -0.9Result for reporting period, continuing operations 56.8 41.7 6.0 -0.1 -2.5

% of revenue 11.1 7.8 1.1 0.0 -0.4Result for reporting period, discontinuing operationsResult for reporting period 56.8 41.7 6.0 -0.1 -2.5

% of revenue 11.1 7.8 1.1 0.0 -0.4Total investments * 64.1 36.6 10.1 67.1 64.4

% of revenue 12.5 6.9 1.8 11.0 10.6Return on equity (ROE), % 10.7 8.6 1.3 0.0 -0.6Return on investment (ROI), % 6.5 5.3 1.5 1.8 1.6Assets total 1,231.1 1,210.5 1,298.5 1,479.9 1,472.1Equity ratio, % 45.7 41.7 35.7 29.0 29.1Gearing, % 97.1 113.0 149.1 204.9 199.8Average no. of employees 1,597 1,701 1,861 2,023 2,076

2015 2014 2013 2012 2011IFRS IFRS IFRS IFRS IFRS

Earnings per share (EPS), EUR 1.10 0.81 0.12 0.00 -0.05Earnings per share (EPS) less warrant dilution, EUR 1.10 0.81 0.12 0.00 -0.05Shareholders’ equity per share, EUR 10.89 9.78 8.98 9.14 9.12Dividend per share, EUR 0.00 0.00 0.00 0.00 0.00Payout ratio, % 0.0 0.0 0.0 0.0 0.0Effective dividend yield, % 0.0 0.0 0.0 0.0 0.0Price/earnings ratio (P/E) 16.0 19.8 62.5 n/a n/aShare price on stock exchange at year-end, EUR 17.70 16.00 7.50 7.80 7.70Market capitalisation at year-end, EUR million 911.6 824.1 386.3 365.2 360.5Adjusted average number of outstanding shares (1,000) 51,503 51,503 49,782 47,344 47,344Adjusted number of outstanding shares 31 Dec (1,000) 51,503 51,503 51,503 47,344 47,344Number of outstanding shares at year-end (1,000) 51,503 51,503 51,503 46,821 46,821

* Includes continuing and discontinuing operations.

Calculation of key ratios is presented on page 36.

Page 38: ANNUAL REPORT - Finnlines

36

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

CALCULATION OF KEY RATIOS, IFRS

Earnings per share (EPS), EUR = Result attributable to parent company shareholders

Weighted average number of outstanding shares

Shareholders’ equity per share, EUR = Shareholders’ equity attributable to parent company shareholders

Undiluted number of shares at the end of period

Dividend per share, EUR = Dividend paid for the year

Number of shares at the end of period

Payout ratio, % =Dividend paid for the year

x 100Result before tax +/– non-controlling interests of Group result +/– change in deferred tax liabilities – taxes for the period

Effective dividend yield, % = Dividend per share x 100Share price on stock exchange at the end of period

P/E ratio = Share price on stock exchange at the end of period

Earnings per share

Return on equity (ROE), % = Result for the reporting period x 100Total equity (average)

Return on investment (ROI), % = Result before tax + interest expense + other liability expenses x 100Assets total – interest-free liabilities (average)

Gearing, % = Interest-bearing liabilities – cash and bank equivalents x 100Total equity

Equity ratio, % = Total equity x 100Assets total – received advances

The recognised income taxes are based on the year’s estimated average income tax rate which is expected to realise during the entire reporting period. Finnlines Plc’s Shipping and Sea Transport Services transferred to tonnage-based taxation in January 2013.Finnlines Deutschland GmbH exited from the German tonnage tax scheme at the end of January 2014 and transferred to normal income taxation as of 1 February 2014.

Page 39: ANNUAL REPORT - Finnlines

37FINNLINES 2015

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

QUARTERLY DATA, IFRS

EUR million Q1/2015 Q1/2014 Q2/2015 Q2/2014 Q3/2015 Q3/2014 Q4/2015 Q4/2014Revenue by segmentShipping and Sea Transport Services total 112.9 122.8 130.2 139.1 133.4 140.0 116.4 115.4

Sales to third parties 112.9 122.9 130.2 139.2 133.5 140.1 116.4 115.4Sales to Port Operations 0.0 -0.1 0.0 -0.1 0.0 -0.1 0.0 0.0

Port Operations total 8.3 10.0 9.7 10.2 8.9 8.5 9.0 8.2Sales to third parties 3.9 3.9 5.0 4.2 4.8 3.6 4.5 3.6Sales to Port Operations 4.4 6.1 4.7 6.0 4.2 4.9 4.5 4.6

Group internal revenue -4.4 -6.0 -4.6 -5.9 -4.1 -4.8 -4.5 -4.6Revenue total 116.8 126.8 135.2 143.3 138.2 143.7 120.9 119.1

Result before interest and taxes per segmentShipping and Sea Transport Services 5.0 7.3 20.2 20.4 29.0 22.1 18.1 11.9Port Operations -1.1 -1.8 -0.1 -0.6 0.1 0.7 -0.8 -1.4Result before interest and taxes (EBIT) total 3.9 5.4 20.1 19.8 29.0 22.8 17.3 10.5

Financial income and expenses -4.3 -5.8 -4.8 -5.7 -4.4 -5.3 -3.7 -5.1Result before tax (EBT) -0.4 -0.4 15.3 14.1 24.7 17.5 13.6 5.4Income taxes 1.0 0.7 0.5 0.6 0.0 0.6 2.1 3.2Result for the reporting period 0.6 0.3 15.8 14.7 24.7 18.1 15.7 8.5

Quarterly consolidated key figuresResult before interest and taxes, (% of revenue) 3.3 4.3 14.8 13.8 21.0 15.9 14.3 8.8Earnings per share, EUR 0.01 0.01 0.31 0.29 0.48 0.35 0.31 0.17Average number of outstanding shares (1,000) 51,503 51,503 51,503 51,503 51,503 51,503 51,503 51,503

Page 40: ANNUAL REPORT - Finnlines

38

SHARES AND SHAREHOLDERS

Finnlines Plc has one share series. Each share carries one vote

at general shareholder meetings and confers identical dividend

rights. As outlined in Finnlines’ Articles of Association, the

Company’s minimum share capital is EUR 50 million and the

maximum is EUR 200 million. The share capital can be increased

or decreased within these limits. The Company’s paid-up and

registered share capital on 31 December 2015 totalled EUR

103,006,282. The capital stock consisted of 51,503,141 shares.

SHARES

Finnlines Plc shares are listed on Nasdaq Helsinki Ltd. A total of

7.1 (5.1 in 2014) million shares were traded during the year under

review. No treasury shares were held by the Company. The

highest quoted price of the Finnlines share during the year was

EUR 18.00 (17.00) and the lowest was EUR 14.34 (7.14).

At year-end, the shares’ market capitalisation value was

EUR 911.6 (824.1) million.

SHAREHOLDERS

At year-end 2015, Finnlines had 1,255 shareholders. The ten

largest shareholders owned 93.92 per cent of the Company’s

shares. 4.64 per cent of shareholders were nominee registered.

At year-end, the Italian Grimaldi Group had a holding of 93.38

per cent of Finnlines’ shares and voting rights.

Finnlines’ share ownership structure on 31 December 2015 * % of shares

Non-financial corporations 0.24

Financial and insurance corporations 0.00

General government 0.27

Households 1.27

Non-profit associations 0.18

Nominee registered 4.64

Other foreign 93.40

Total 100.00

Shares outstanding 31 December 2010 – 31 December 2015

TransactionAmount of

sharesShares

outstandingTotal amount of

shares

31 December 2010 46,821,037 46,821,037

31 December 2011 46,821,037 46,821,037

31 December 2012 46,821,037 46,821,037

6 June 2013

Share issue 4,682,104 51,503,141 51,503,141

31 December 2013 51,503,141 51,503,141

31 December 2014 51,503,141 51,503,14131 December 2015 51,503,141 51,503,141

* Source: Euroclear Finland Ltd

Page 41: ANNUAL REPORT - Finnlines

39FINNLINES 2015

Major shareholders on 31 December 2015 * Number of shares % of shares

Grimaldi Group, Naples 48,095,256 93.38

Yleisradion Eläkesäätiö S.r. 74,666 0.14

Varma Mutual Pension Insurance Company Limited 50,000 0.10

Savings Bank Finland Fund 38,634 0.08

Foundation of William and Ester Otsakorpi 27,060 0.05

Pakarinen Janne 26,567 0.05

Karlsson Anne Christine 18,000 0.03

The estate of Lindberg Roger Gus 14,019 0.03

Pappel Raimo Arnold 14,000 0.03

Kunsti Kari 14,000 0.03

10 major shareholders total 48,372,202 93.92

Nominee registered shares ** 2,391,393 4.64

Other shareholders 739,546 1.44

Total number of shares 51,503,141 100.00

Holdings of Finnlines’ Board of Directors and executive management on 31 December 2015 * Number of shares % of sharesEmanuele Grimaldi, President and CEO, member of the Board 1,000,000 1.94

Gianluca Grimaldi, member of the Board 870,000 1.69

Diego Pacella, member of the Board 23,088 0.04

Tapani Voionmaa, member of the Executive Committee 5,750 0.01

Staffan Herlin, member of the Executive Committee 15 0.00

Total 1,898,853 3.69

* Source: Euroclear Finland Ltd ** Nominee registered shares include the holdings of the shares by Emanuele Grimaldi, Gianluca Grimaldi and Diego Pacella.

*** Source: Nasdaq Helsinki Ltd

Finnlines share’s monthly share trading and average share price on the Nasdaq Helsinki Ltd 2011–2015 ***

Number (million) EUR

Average monthly share price Share trading pcs

Market capitalisation at year-endEUR million

Earnings per share (EPS) EUR

Shareholders’ equity per share EUR

12

10

8

6

4

2

0

6 —

5 —

4 —

3 —

2 —

1 —

0 —2011 2012 2013 2014 2015

— 20

— 15

— 10

— 5

— 0

1,000

800

600

400

200

0

1.5

1.0

0.5

0

–0.5 11 12 13 14 15

11 12 13 14 15

11 12 13 14 15

Page 42: ANNUAL REPORT - Finnlines

40

Distributable funds included in the parent company’s shareholders’ equity on 31 December 2015:

Retained earnings EUR 259,079,544.41Unrestricted equity reserve EUR 40,882,508.10Result for the reporting period EUR 52,798,710.54Distributable funds total EUR 352,760,763.05

The Board of Directors proposes to the Annual General Meeting that no dividend

be paid for the reporting period ended on 31 December 2015.

London, 25 February 2016

Jon-Aksel Torgersen

Chairman of the Board

Christer Backman Tiina Bäckman Gianluca Grimaldi

Diego Pacella Olav K. Rakkenes

Emanuele Grimaldi

President and CEO

THE AUDITOR’S NOTE

Our auditor’s report has been issued today.

Helsinki, 25 February 2016

KPMG Oy Ab

Pauli Salminen

Authorized Public Accountant

BOARD’S PROPOSAL FOR THE USE OF THE DISTRIBUTABLE FUNDS AND SIGNATURES TO THE BOARD OF DIRECTORS’ REPORT AND TO THE FINANCIAL STATEMENTS

This page is an extract of the audited Financial Statements. The complete audited Financial Statements of the Group and the parent company are available at www.finnlines.com. The extracts of the audited Financial Statements presented in the Annual Report should be

viewed together with the complete and audited Financial Statements.

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41FINNLINES 2015

AUDITOR’S REPORT

Auditors’ report issued for the Board of Directors’ report and Financial Statements for the year ended on 31 December 2015 is available at www.finnlines.com.

Translation from the Finnish original.

TO THE ANNUAL GENERAL MEETING OF FINNLINES OYJ

We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Finnlines Oyj for the year ended 31 December, 2015. The financial statements comprise the consolidated statement of financial posi-tion, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, cash flow statement and notes to the financial statements.

RESPONSIBILITY OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR

The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the prep-aration of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company’s accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We con-ducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from ma-terial misstatement, and whether the members of the Board of Directors of the parent company or the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control rel-evant to the entity’s preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effective-ness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the rea-sonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

OPINION ON THE COMPANY’S FINANCIAL STATEMENTS AND THE REPORT OF THE BOARD OF DIRECTORS

In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company’s financial performance and financial position in accordance with the laws and regulations governing the prepara-tion of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.

OTHER OPINIONS

We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the use of the profit shown in the balance sheet is in compliance with the Limited Liability Companies Act. We support that the Members of the Board of Directors and the Managing Director should be discharged from liability for the financial period audited by us.

Helsinki, 25 February 2016KPMG OY AB

Pauli SalminenAuthorized Public Accountant

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42

CORPORATE GOVERNANCE STATEMENT

Finnlines Plc applies the guidelines and provisions of the Finnish

Limited Liability Companies Act, the Nasdaq Helsinki Ltd, and its

own Articles of Association. Finnlines also applies the Finnish

Corporate Governance Code for listed companies entered into

force on 1 January 2016 as well as the Finnish Corporate

Governance Code entered into force on 1 October 2010 with

regard to Finnlines’ Corporate Governance Statement for the

financial period ended on 31 December 2015. The Code is pub-

licly available on www.cgfinland.fi. This Corporate Governance

Statement has been approved by Finnlines’ Board.

TASKS AND RESPONSIBILITIES OF GOVERNING BODIES

Management of the Finnlines Group is the responsibility of the

Board of Directors elected by the General Meeting as well as of

the President and CEO. Their duties are for the most part

defined by the Finnish Limited Liability Companies Act. Day-to-

day operational responsibility lies with the members of the

Extended Board of Management supported by relevant staff and

service functions.

GENERAL MEETING OF SHAREHOLDERS

The ultimate decision-making body in the Company is the

General Meeting of Shareholders. It resolves issues as defined

for the General Meeting in the Finnish Limited Liability

Companies’ Act and the Company’s Articles of Association.

These include approving the financial statements, deciding on

the distribution of dividends, discharging the Company’s Board

of Directors and CEO from the liability for the financial year,

appointing the Company’s Board of Directors and auditors and

deciding on their remuneration.

A General Meeting of Finnlines Plc is held at least once a

year. The Annual General Meeting (AGM) must be held no later

than the end of June. An invitation to attend the AGM and the

agenda are published in a national newspaper chosen by the

Board or on the web site of the Company, no earlier than three

months before the Shareholders’ Meeting and no later than 21

days before the Shareholders’ Meeting. Shareholders have,

according to the law, the right to put items falling within the

competence of the General Meeting on the agenda of the

General Meeting, if the shareholder so notifies the Board of

Directors in writing well in advance of the General Meeting so

that the item can be added to the notice of the General Meeting.

The demand is deemed to have arrived in sufficient time, if the

Board has been notified of the demand four weeks before the

delivery of the notice of the General Meeting at the latest.

ANNUAL GENERAL MEETING 2015

The Annual General Meeting of Finnlines Plc approved the

Financial Statements and discharged the members of the Board

of Directors and the Company’s President and CEO and the

Company’s officers from liability for the financial year 2014.

The Meeting approved the Board of Directors’ proposal not to

pay any dividend.

AGM decided that the Board of Directors shall have seven

members. The following were re-elected to the Board: Mr

Christer Backman, Ms Tiina Bäckman, Mr Emanuele Grimaldi,

Mr Gianluca Grimaldi, Mr Diego Pacella, Mr Olav K. Rakkenes

and Mr Jon-Aksel Torgersen. The Board elected Mr Jon-Aksel

Torgersen Chairman and Mr Diego Pacella Vice Chairman.

The firm of authorised public accountants KPMG Oy Ab was

appointed as the Company’s auditors for 2015.

AGM decided to authorise the Board of Directors to resolve

on the issuance of shares in one or several tranches. The Board

of Directors may, on the basis of the authorisation, resolve on the

issuance of shares in one or several tranches, so that the

aggregate number of shares to be issued shall not exceed

10,000,000 shares. The Board of Directors decides on all the

conditions of the issuance of shares. The issuance of shares may

be carried out in deviation from the shareholders’ pre-emptive

rights (directed issue). The authorisation is valid until the next

Annual General Meeting. The authorisation replaces the Annual

General Meeting’s authorisation to decide on a share issue of 8

April 2014.

All related documents can be found on Finnlines’ website: www.finnlines.com/company > Corporate Governance > General Meeting of Shareholders

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43FINNLINES 2015

>>

BOARD OF DIRECTORS

Responsibility for the management of the Company and proper

organisation of its operations lies with the Company’s Board of

Directors, which has at least five (5) and at most eleven (11)

members. The members of the Board are appointed by AGM for

one year at a time.

The majority of the directors shall be independent of the

Company and at least two of the directors representing this

majority shall be independent from significant shareholders of the

Company. Information on the Board composition, Board

members and their independence can be found on Finnlines’

website. The President and CEO is a member of the Board.

The proposal for the Board composition shall be included in

the notice of AGM. The names of candidates for membership of

the Board of Directors, put forward by the Board of Directors or

by shareholders with a minimum holding of 10 per cent of the

Company’s voting rights, are published in the notice of the AGM,

provided that the candidates have given their consent to the elec-

tion. The candidates proposed thereafter shall be disclosed

separately.

The Board elects a chairman and a deputy chairman from

among its members. The Board steers and supervises the

Company’s operations, and decides on policies, goals and

strategies of major importance. The principles applied by the

Board in its regular work are set out in the Rules of Procedure

approved by the Board. The Board handles all issues in the

presence of the entire Board. The Board does not have any

separate committees. The Board considers all the matters

stipulated to be the responsibility of a board of directors by

legislation, other provisions and the Company’s Articles of

Association. Due to the limited extent of the Company’s

business, it is considered effective that the entire Board also

handles the duties of the audit committee, the nomination

committee as well as those of the remuneration committee.

THE MAIN DUTIES AND WORKING PRINCIPLES DRAWN UP BY

THE BOARD ARE:

• the annual and interim financial statements

• the matters to be put before General Meetings of

Shareholders

• the appointment and dismissal of the President and CEO,

the Deputy CEO, if any, and the members of the Executive

Committee

• approval of internal supervision and organisation of the

Company’s financial supervision

• other matters related to the duties of the audit committee

mentioned in the Finnish Corporate Governance Code

• approval of the Group’s strategic plan and long-term goals

• approval of the Group’s annual business plan and budget

• decisions concerning investments, acquisitions, or

divestments that are significant or that deviate from the

Group’s strategy

• decisions on raising long-term loans and the granting of

security or similar collateral commitments

• risk management principles

• the Group’s organisational structure

• approval of the remuneration and pension benefits of the

President and CEO, the Deputy CEO, if any, and the

members of the Executive Committee

• monitoring and assessment of the performance of the

President and CEO.

In addition to matters requiring decisions, Board meetings are

given updates on the Group’s operations, financial position and

risks.

The Board of Directors reviews its operations and working

methods annually. The Board convenes 6–8 times a year

following a predetermined schedule. In addition to these

meetings, the Board convenes as necessary.

BOARD OF DIRECTORS 2015

In 2015, the Board consisted of 7 members:

• Mr Jon-Aksel Torgersen, Chairman of the Board, born 1952,

MBA, CEO of Astrup Fearnley AS

• Mr Diego Pacella, Vice Chairman of the Board, born 1960,

Degree with honours in Mech. Eng., Managing Director of

Grimaldi Deep Sea S.p.A.

• Mr Christer Backman, born 1945, M.Pol.Sc.

• Ms Tiina Bäckman, born 1959, Master of Laws, Chairman of

the Board of Pension Foundation of Rautaruukki

• Mr Emanuele Grimaldi, born 1956, Degree in Economics and

Commerce, Managing Director of Grimaldi Group S.p.A.,

President and CEO of Finnlines Plc

• Mr Gianluca Grimaldi, born 1955, Degree in Economics and

Commerce, Managing Director of Grimaldi Euromed S.p.A.

• Mr Olav K. Rakkenes, born 1945, Master’s License, former

CEO of Atlantic Container Line AB

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44

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

During 2015, Finnlines Plc’s Board of Directors held

13 meetings. The average attendance of all directors was

100.0 per cent.

The present Board of Directors can be found on Finnlines’ website: www.finnlines.com/company > About Finnlines > Board of Directors

INDEPENDENCE OF THE BOARD OF DIRECTORS

Three Members, Ms Tiina Bäckman, Mr Olav K. Rakkenes and

Mr Jon-Aksel Torgersen, are independent of the Company and of

the major shareholders. Mr Christer Backman is independent of

the major shareholders. Mr Gianluca Grimaldi and Mr Diego

Pacella are independent of the Company. Mr Emanuele Grimaldi

is dependent of the Company and the shareholders.

PRESIDENT AND CEO AND DEPUTY CEO

The Board of Directors appoints a President for the Group who

is also its Chief Executive Officer. The President and CEO is in

charge of the day-to-day management of the Company and its

administration in accordance with the Company’s Articles of

Association, the Finnish Limited Liability Companies Act and the

instructions of the Board of Directors. He is assisted in this work

by the Executive Committee. The current President and CEO of

the Company is Mr Emanuele Grimaldi (born 1956, Degree in

Economics and Commerce, University of Naples, Italy). He does

not receive any compensation or other benefit in the form of

salary, bonus or pension benefit from the Company.

The Board of Directors appoints, if necessary, a Deputy CEO.

The Company has no Deputy CEO at present.

EXECUTIVE COMMITTEE AND BOARD OF MANAGEMENT

The members of the Executive Committee are appointed by the

Board of Directors. The Executive Committee convenes

regularly, and is chaired by the President and CEO. The

Executive Committee supports the President and CEO in his

duties in implementing Group-level strategies and guidelines, in

coordinating the Group’s management, in finding practical

solutions for reaching the targets determined by the Board, and

in supervising the Company’s operations.

The Company has a Board of Management, headed by the

President and CEO, which consists of the members of the

Executive Committee and the heads of functions and Line

Managers as well as heads of the main agencies. The heads of

functions are responsible for the sales volumes and profitability

of their respective units. The Board of Management supports the

Executive Committee in their work upon request.

The Company has an Extended Board of Management,

headed by the President and CEO, which comprises, in addition

to the Board of Management, heads of other agencies, the

Company’s internal auditor, as well as Junior Managers. The

Extended Board of Management convenes regularly to discuss

operative issues related to the Group business and service

products.

The retirement age of the members of the Extended Board of

Management is based on local laws and there are no special

pension schemes in place.

Information on the members of the Executive Committee, the Board of Management, and the Extended Board of Management, including their areas of responsibility, is given on Finnlines’ website: www.finnlines.com/company > About Finnlines > Executive Committee, Board of Management and Extended Board of Management

COMPENSATION

The remunerations paid to the members of the Board of

Management, and the principles underlying it, are determined by

the Board of Directors.

The members of the Extended Board of Management are

included in a bonus scheme which is decided by the Board of

Directors on a yearly basis. The Board of Directors also decides

on any separate performance-based compensation schemes for

the management.

The bonuses are paid in cash. There are no other bonus

schemes.

REMUNERATION IN 2015

The annual remuneration for the Board of Directors in 2015 was

EUR 50,000 for the Chairman, EUR 40,000 for the Vice

Chairman and EUR 30,000 for the other Board members. The

remuneration of the Board of Directors has remained the same

as from 2008.

A detailed specification of the management contracts, salaries, remuneration and benefits paid in 2015 is given in the Financial Statements of 2015, Transactions with Related Parties, and in Finnlines’ Remuneration Statement 2015 on Finnlines’ website: www.finnlines.com/company > Corporate Governance > Remuneration Statement

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45FINNLINES 2015

>>

INTERNAL AUDIT

The Group’s internal audit is handled by the Company’s Internal

Audit unit, which reports to the Chairman and the President and

CEO.

The purpose of the Internal Audit is to analyse the Company’s

operations and processes and the effectiveness and quality of its

supervision mechanisms. The unit assists Finnlines to

accomplish its objectives by bringing a systematic, disciplined

approach to evaluate and improve the effectiveness of the

internal control and governance processes. The Internal Audit

unit carries out its task by determining whether the Company’s

risk management, internal control and governance processes, as

designed and represented by the management, are adequate

and functioning in a manner to ensure that:

• Risks are appropriately identified and managed.

• Interaction with the various governance groups occurs as

needed.

• Significant financial, managerial and operating information is

accurate, reliable and timely.

• Employees’ actions are in compliance with policies,

standards, procedures and applicable laws and regulations.

• Resources are acquired economically, used efficiently and

adequately protected.

• Programs and plans are properly implemented and objectives

are achieved.

• Quality and continuous improvement are fostered in the

Company’s internal control processes.

• Significant legislative or regulatory issues impacting the

Company’s internal controls are recognised and addressed

appropriately.

The head of the Internal Audit unit prepares an annual plan

using an appropriate risk-based methodology and taking into

consideration potential risks or control concerns identified by the

management. The scope of the audits within a fiscal year is

planned so that it is representative and the focus is set on the

business areas with the biggest risk potentials. The plan is

approved by the President and CEO. The internal auditor also

carries out special tasks assigned by the Chairman, the

President and CEO or the Board of Directors.

The internal auditor conducts the internal audits independently

from operational units. In his auditing work the auditor complies

with the corporate governance, ethical principles, policies and

other guidelines of the Company as well as generally accepted

standards for the professional practice of Internal Auditing.

The audit reports are sent to the President and CEO, the

CFO and also to the Chairman. The President and CEO and the

CFO have at least once a year a closed session with the head of

Internal Audit unit about the results of the conducted audits and

the plans for the next period. Relevant issues are also brought to

the attention of the Board of Directors.

RISK MANAGEMENT

Internal control in Finnlines is designed to support the Company

in achieving its targets. The risks related to the achievement of

the targets need to be identified and evaluated in order to be able

to manage them. Thus, identification and assessment of risks is a

prerequisite for internal control in Finnlines.

Internal control mechanisms and procedures provide

management assurance that the risk management actions are

carried out as planned. Conscious and carefully evaluated risks

are taken in selecting strategies, e.g. in expanding business

operations, in enhancing market position and in creating new

business.

Financial, operational and damage/loss risks are avoided or

reduced. The continuity of operations is ensured by safeguarding

critical functions and essential resources. Crisis management,

continuity and disaster recovery plans are prepared. The costs

and resources involved in risk management are in proportion to

the obtainable benefits.

The Board of Directors of Finnlines is responsible for defining

the Group’s overall level of risk tolerance and for ensuring that

Finnlines has adequate tools and resources for managing risks.

The President and CEO, with the assistance of the Executive

Committee, is responsible for organising and ensuring risk

management in all Finnlines’ operations.

Responsibilities for the Group’s working capital, investments,

financing, finances, human resources, communications,

information management and procurement are centralised to the

head office of the Company. The Group’s payment transactions,

external and internal accounting are managed centrally by the

Financial Department, which reports to the CFO. The Group’s

foreign exchange and interest exposure is reviewed by the Board

of Directors in each budgeting period. External long-term loan

arrangements are submitted to the Board of Directors for

approval.

The Corporate Legal Affairs and Insurance unit is responsible

for risks associated with the Company’s noncurrent assets and

any interruptions in operations, as well as for the management

and coordination of the Group’s insurance policies. The majority

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46

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

of the Group’s non-current assets consist of its fleet. The fleet is

always insured to its full value. The financial position and

creditworthiness of the Group’s customers are monitored

continuously in order to minimise the risk of customer credit

losses.

Each business unit has a responsible controller who reports

to the head of the relevant business unit and to the Group CFO.

The heads of Finnlines’ business units are responsible for the

profit and working capital of their units. They set the operational

targets for their units and ensure that resources are used

efficiently and that operations are evaluated and improved.

Finnlines’ most important strategic, operative and financial risks are described in the Financial Statements 2015, Financial Risk Management.

INTERNAL CONTROL OVER THE FINANCIAL REPORTING

Monitoring is a process that assesses the quality of Finnlines’

system of internal control and its performance over time.

Monitoring is performed both on an ongoing basis, and through

separate evaluations including internal, external and quality

audits. The business unit is responsible for ensuring that relevant

laws and regulations are complied with in their respective

responsibility areas.

The Internal Audit function assists the President and CEO and

the Board of Directors in assessing and assuring the adequacy

and effectiveness of internal controls and risk management by

performing regular audits in the Group’s legal entities and

support functions according to its annual plan. Finnlines’ external

auditor and other assurance providers such as quality auditors

conduct evaluations of the Company’s internal controls.

The Company’s financial performance is reviewed at each

Board meeting. The Board reviews all interim and annual financial

reports before they are released. The effectiveness of the

process for assessing risks and the execution of control activities

are monitored continuously at various levels. This involves

reviews of results in comparison with budgets and plans.

Responsibility for maintaining an effective control environment

and operating the system for risk management and internal

control of financial reporting is delegated to the President and

CEO. The internal control in the Company is based on the

Group’s structure, whereby the Group’s operations are

organised into two segments and various business areas and

support functions. Group functions issue corporate guidelines

that stipulate responsibilities and authority, and constitute the

control environment for specific areas, such as finance,

accounting, and investments, purchasing and sales.

The Company has a compliance program. Standard

requirements have been defined for internal control over financial

reporting. The management expects all employees to maintain

high moral and ethical standards and those expectations are

communicated to the employees through internal channels.

The Group Finance & Control unit monitors that the financial

reporting processes and controls are being followed. It also

monitors the correctness of external and internal financial

reporting. The external auditor verifies the correctness of external

annual financial reports.

The Board monitors the statutory audit of the financial

statements and consolidated financial statements, evaluates the

independence of the statutory auditor or audit firm, particularly

the provision of related services to the Company and prepares

the proposal for resolution on the election of the auditor.

The Board reviews annually the description of the main

features of the internal control and risk management systems in

relation to the financial reporting process, which is included in

this Corporate Governance Statement.

INFORMATION MANAGEMENT

An effective internal control system needs sufficient, timely and

reliable information to enable the management to follow up the

achievement of the Company’s objectives. Both financial and

non-financial information is needed, relating to both internal and

external events and activities.

Information management plays a key role in Finnlines’ internal

control system. Information systems are critical for effective inter-

nal control as many of the control activities are programmed

controls.

The controls embedded in Finnlines’ business processes

have a key role in ensuring effective internal control in Finnlines.

Controls in the business processes help ensure the achievement

of all the objectives of internal control in Finnlines, especially

those related to the efficiency of operations and safeguarding

Finnlines’ profitability and reputation. Business units and IT

management are responsible for ensuring that in their area of

responsibility the defined Group level processes and controls are

implemented and complied with. Where no Group level

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47FINNLINES 2015

processes and controls exist, business units and IT management

are responsible for ensuring that efficient business level

processes with adequate controls have been described and

implemented.

The proper functioning of Finnlines’ information systems is

guaranteed through extensive and thorough security programs

and emergency systems.

INSIDER MANAGEMENT

Finnlines applies the legal provisions applying to the

management of insiders, as well as the guidelines for insiders

approved by Nasdaq Helsinki Ltd for public listed companies,

and the stipulations and guidelines of the Finnish Financial

Supervisory Authority.

Finnlines’ permanent insiders comprise the statutory insiders,

i.e. the Board of Directors, the Company’s President and CEO,

the Members of the Executive Committee, and the Principal

Auditor. The members of the Extended Board of Management

and other employees, as required by their duties, belong to the

Company’s own non-public insider register.

Project-specific insider lists are drawn up for major projects

such as mergers and acquisitions, and include all those who

participate in planning and organising the projects. The decision

to draw up a project-specific insider list rests with the President

and CEO.

The Company’s insiders are not permitted to trade in the

Company’s share for 14 (however Finnlines recommends 30

days) days prior to the publication of the interim reports or the

annual financial statements. The Company’s insider register is

maintained by the Corporate Legal unit.

Information on the interests and holdings of the Company’s

permanent insiders and related parties is available from the SIRE

system of Euroclear Finland Ltd. The information can also be

obtained directly from the Company’s website.

Ownership and trading information of Finnlines’ insiders can be found on Finnlines’ website: www.finnlines.com/company > Corporate Governance > Insider register

EXTERNAL AUDIT

The Company has one auditor which shall be an auditing firm

authorised by the Central Chamber of Commerce. The auditor is

elected by the Annual General Meeting to audit the accounts for

the ongoing financial year and its duties cease at the close of the

subsequent Annual General Meeting. The auditor is responsible

for auditing the consolidated and parent company’s financial

statements and accounting records, and the administration of the

parent company. On closing of the annual accounts, the external

auditor submits the statutory auditor’s report to the Company’s

shareholders, and also regularly reports the findings to the Board

of Directors. An auditor, in addition to fulfilling general

competency requirements, must also comply with certain legal

independence requirements guaranteeing the execution of an

independent and reliable audit.

AUDITOR IN 2015

In 2015, the Annual General Meeting elected KPMG Oy Ab as

the Company’s auditor for the fiscal year 2015. Mr Pauli

Salminen, APA, has been appointed the head auditor. It was

decided that the external auditors will be reimbursed according

to invoice. In 2015, EUR 171 thousand was paid to the auditors in

remuneration for the audit of the consolidated, parent company

and subsidiary financial statements. During the same year, EUR

115 thousand was paid for consulting services not related to

auditing.

COMMUNICATIONS

The principal information on Finnlines’ administration and

management is published on the Company’s website. All stock

exchange releases and press releases are published on the

Company’s website as soon as they are made public.

Page 50: ANNUAL REPORT - Finnlines

48

BOARD OF DIRECTORS 31 DECEMBER 2015

JON-AKSEL TORGERSEN

• Chairman of the Board

• Member of Finnlines Board since 2007

• Independent of the Company and major shareholders

• Born 1952

• Master in Business Administration, University of St. Gallen, Switzerland

• Astrup Fearnley AS, CEO

• Number of Finnlines Plc shares: 0 *

Current positions:

• Atlantic Container Line AB, Chairman

• Awilco LNG ASA, Board Member

• I.M. Skaugen ASA, Board member

• Norske Skogindustrier ASA (Norske Skog), Chairman

• Chairman and Board Member of a number of private companies

DIEGO PACELLA

• Vice Chairman of the Board

• Member of Finnlines Board since 2007

• Independent of the Company

• Born 1960

• Degree in Mechanics Engineering, University of Naples, Italy

• Grimaldi Group S.p.A., Managing Director

• Grimaldi Deep Sea S.p.A., Managing Director

• Grimaldi Euromed S.p.A., Managing Director

• Grimaldi Group, Finance Director

• Number of Finnlines Plc shares: 23,088 *

Current positions:

• Hellenic Seaways Maritime S.A., Board Member

• Minoan Lines, Greece, Board Member

• Malta Motorways of the Sea Ltd, Board Member

• Atlantic Container Line AB, Board Member

• Finance Committee of Confitarma, Member

CHRISTER BACKMAN

• Member of Finnlines Board since 2012

• Independent of major shareholders

• Born 1945

• M.Pol.Sc., Åbo Akademi University

• Number of Finnlines Plc shares: 0 *

TIINA BÄCKMAN

• Member of Finnlines Board since 2012

• Independent of the Company and major shareholders

• Born 1959

• Master of Laws LL.M., University of Lapland

• Pension Foundation of Rautaruukki, Chairman to the Board

• Number of Finnlines Plc shares: 0 *

Current positions:

• Partnera Oy, Board Member

• Oulun Puhelin Oyj Pension foundation, Chairman to the Board

• Legal Committee of Finnish Central Chamber of Commerce, Member, Vice Chairman

• Redemption Committee of Finnish Central Chamber of Commerce, Member

• Board Partners (Pohjois-Suomen Hallituspartnerit ry), Board Member

• Finnish Company Law Association, Board Member

EMANUELE GRIMALDI

• Member of Finnlines Board since 2006

• President and CEO of Finnlines Plc

• Born 1956

• Degree in Economics and Commerce, University of Naples, Italy

• General Certificate of Education (scientific), Military School Nunziatella, Naples, Italy

• Grimaldi Group S.p.A., Managing Director

• Grimaldi Deep Sea S.p.A., Managing Director

• Grimaldi Euromed S.p.A., President

• Number of Finnlines Plc shares: 1,000,000 *

Current positions:

• Minoan Lines, Greece, President

• Malta Motorways of the Sea Ltd, President

• Atlantic Container Line AB, Board Member

• European Community Shipowners’ Associations, Past President and Board Member

• Interferry Inc, Board Member

• President of Italian Shipowner Association

GIANLUCA GRIMALDI

• Member of Finnlines Board since 2007

• Independent of the Company

• Born 1955

• Degree in Economics and Commerce, University of Naples, Italy

• Honored as “Cavaliere del Lavoro” since 2014

• Grimaldi Group S.p.A., President

• Grimaldi Deep Sea S.p.A., President

• Grimaldi Euromed S.p.A., Managing Director

• Number of Finnlines Plc shares: 870,000 *

Current positions:

• Minoan Lines, Greece, Board Member

• Malta Motorways of the Sea, Board Member

• Atlantic Container Line AB, Board Member

• Antwerp Euro Terminal n.v. – Antwerp (Belgium), President

OLAV K. RAKKENES

• Member of Finnlines Board since 2007

• Independent of the Company and major shareholders

• Born 1945

• Master’s Licence, Maritime College of Tromsø, Norway

• Number of Finnlines Plc shares: 0 *

Current positions:

• Atlantic Container Line AB, Board Member

• Through Transport Mutual Club, Board Member

* Number of shares 31 December 2015. More information on the members

of the Board at www.finnlines.com.

Page 51: ANNUAL REPORT - Finnlines

49FINNLINES 2015

EXECUTIVE COMMITTEE 31 DECEMBER 2015

EMANUELE GRIMALDI

• President and CEO

• Member of Finnlines Board since 2006

• Born 1956

• Degree in Economics and Commerce

• General Certificate of Education (scientific), Military School Nunziatella, Naples, Italy

• Number of Finnlines Plc shares: 1,000,000 *

THOMAS DOEPEL

• Head of Group Purchasing

• Born 1974

• M.Sc. (Econ.), Master Mariner

• Number of Finnlines Plc shares: 0 *

STAFFAN HERLIN

• Head of Group Marketing, Sales and Customer Service

• Line Manager Germany, North Sea ro-ro

• Born 1958

• M.Sc. (Econ.)

• Number of Finnlines Plc shares: 15 *

MIKAEL LINDHOLM

• Head of Ship Management

• Born 1958

• Master Mariner, Business management education

• Number of Finnlines Plc shares: 0 *

TOM PIPPINGSKÖLD

• CFO

• Born 1960

• B.Sc., MBA

• Number of Finnlines Plc shares: 0 *

BOARD OF MANAGMENT 31 DECEMBER 2015 (IN ADDITION TO THE EXECUTIVE COMMITTEE)

UWE BAKOSCH, Managing Director, Finnlines Deutschland GmbH

RAUHA BATO-LIUKKONEN, Head of Group HR

DOMENICO FERRAIUOLO, Head of Port Operations

CLAUS HØGH, Line Manager, Scandinavia ro-ro

WOJCIECH KEPCZYNSKI, Line Manager, Poland

KIMMO KOSTIA, Head of Group IT, Hardware

SANTERI LAAKSO, Head of Financial Department

SANNA SIMPANEN-MÄENPÄÄ, Group Business Controller

KRISTIINA UPPALA, Head of Customer Service, Passenger Services

VESA VÄHÄMAA, Head of Group IT, Software

EXTENDED BOARD OF MANAGEMENT 31 DECEMBER 2015 (IN ADDITION TO THE BOARD OF MANAGEMENT)

LUC HENS, Managing Director, Finnlines Belgium N.V.

MERJA KALLIO-MANNILA, Head of Sales, Finland **

REIJO KROOK, Internal Auditor and Quality Manager

BLASCO MAJORANA, Traffic Manager, North Sea

TORSTI MUURI, Traffic Manager, Baltic Sea

BRIAN ROLFE, Managing Director, Finnlines UK Limited

TORKEL SAARNIO, Head of Truck and Trailer Segment **

ANTONIO RAIMO

• Line Manager FinnLink, NordöLink & Russia

• Born 1975

• M.Sc. (Banking and Economics), Master in Business Administration

• Number of Finnlines Plc shares: 0 *

KIELO VESIKKO

• Head of Passenger Services

• Line Manager HansaLink & Hanko–Rostock

• Born 1957

• Diploma in Translation

• Number of Finnlines Plc shares: 0 *

TAPANI VOIONMAA

• Group General Counsel

• Born 1951

• Master Mariner, LL M, Pg Dipl

• Number of Finnlines Plc shares: 5,750 *

* Number of shares 31 December 2015.** Member as from January 2016.

More information on the members of the Management at www.finnlines.com

Page 52: ANNUAL REPORT - Finnlines

50

FINNLINES FLEET 31 DECEMBER 2015

FINNMAID * (2006)

FINNSTAR * (2006)

FINNLADY * (2007)

NORDLINK * (2007)

Length, o.a. (m) 218.8Breadth, moulded (m) 30.5DWT metric tons 8,964 / 8,982 / 8,761 / 8,846GT 45,923Total lane length (m) 4,215Passengers 554Speed (knots) 22Ice Class 1A Super

FINNCLIPPER (1999)

FINNEAGLE (1999)

FINNFELLOW (2000)

Length, o.a. (m) 188.3Breadth, moulded (m) 29.5DWT metric tons: 7,409 / 8,188 / 7,471 GT 33,958 / 29,841 / 33,724Total lane length (m) 3,079 / 2,459 / 2,918Passengers 440Speed (knots) 22Ice Class 1A

FINNPARTNER (1995 / 2007)

FINNTRADER (1995 / 2007)

Length, o.a. (m) 183.0Breadth, moulded (m) 28.7DWT metric tons 9,017 / 9,061GT 33,313Total lane length (m) 3,050Passengers 270Speed (knots) 21Ice Class 1A Super

RO-PAX VESSELS

YOUNGEST, LARGEST AND STRONGEST FLEET

OTHER FINNLINES-OWNED VESSELS

FINNSAILOR (1987 / 1996)

GT 20,921Total lane length (m) 1,350Chartered out

Page 53: ANNUAL REPORT - Finnlines

51FINNLINES 2015

FINNBREEZE * (2011)

FINNSEA * (2011)

FINNSKY * (2012) FINNSUN * (2012)

FINNTIDE * (2012)

FINNWAVE * (2012)

Length, o.a. (m) 188.4Breadth, moulded (m) 26.5 DWT metric tons ~10,800GT 28,002Total lane length (m) 3,291Speed (knots) 21Ice Class 1A

FINNMERCHANT * (2003)

Length, o.a. (m) 193.0Breadth, moulded (m) 26.0 DWT metric tons 10,090GT 23,235Total lane length (m) 2,606Speed (knots) 18Ice Class 1A

FINNMILL * (2002 / 2009)

FINNPULP * (2002 / 2009)

Length, o.a. (m) 187.06Breadth, moulded (m) 26.5 DWT metric tons 11,744 / 11,682GT 25,732Total lane length (m) 3,259Speed (knots) 20Ice Class 1A

FINNKRAFT * (2000)

FINNHAWK * (2001)

Length, o.a. (m) 162.5Breadth, moulded (m) 20.6 DWT metric tons 9,041 / 9,035GT 11,671Total lane length (m) 1,853Speed (knots) 20Ice Class 1A Super

FINNCARRIER * (1998)

FINNMASTER * (1998)

Lenght, o.a. (m) 154.5Breadth, moulded (m) 22.7DWT, metric tons 8,689 / 8,647 GT 12,433Total lane length (m) 1,775Speed (knots) 20Ice Class 1A SuperIn Finnlines’ fleet since January 2016

* Exhaust gas scrubbers installed.

DWT: Deadweight TonnageGT: Gross Tonnage

RO-RO VESSELS

Page 54: ANNUAL REPORT - Finnlines

52

CONTACT INFORMATION

KOMENTOSILTA 1

00980 Helsinki, Finland

P.O. Box 197

00181 Helsinki, Finland

tel +358 (0)10 343 50

fax +358 (0)10 343 5200

www.finnlines.com

FINNLINES DEUTSCHLAND GMBH

Einsiedelstraße 43–45

23554 Lübeck, Germany

P.O. Box 102222

23527 Lübeck, Germany

tel +49 (0)451 1507 0

fax +49 (0)451 1507 222

FINNLINES BELGIUM N.V.

Blikken – Haven 1333

9130 Verrebroek, Belgium

tel +32 (0)3 570 9530

fax +32 (0)3 570 9550

FINNLINES DANMARK A/S

Multivej 16

8000 Aarhus C, Denmark

tel +45 (0)86 206 650

fax +45 (0)86 206 659

FINNLINES POLSKA CO. LTD.

1 C Solidarnosci Av.

81336 Gdynia, Poland

tel +48 (0)58 627 4239

fax +48 (0)58 627 4249

FINNLINES UK LTD.

Finhumber House

Queen Elizabeth Dock

Hedon Road

Hull HU9 5PB, Great Britain

tel +44 (0)1482 377 655

fax +44 (0)1482 787 229

INFORMATION FOR SHAREHOLDERS

REPORT PUBLICATION SCHEDULE AND KEY EVENTS IN 2016

Record date for Annual General Meeting: 31 March 2016

Registration period for AGM ends on: 7 April 2016

Annual General Meeting: 12 April 2016

INTERIM REPORTS

Finnlines’ interim reports for 2016 will be published as follows:

• January–March: 11 May 2016

• January–June: 28 July 2016

• January–September: 8 November 2016

REGISTERING FOR ATTENDANCE AT THE AGM

Finnlines Plc’s Annual General Meeting will be held on 12 April

2016 at 13:00 at the National Museum of Finland,

Mannerheimintie 34, 00100 Helsinki. All shareholders registered

in the shareholder list maintained by Euroclear Finland Ltd by

31 March 2016 have the right to attend the meeting.

Shareholders who wish to attend the meeting must register

by giving a prior notice of participation no later than Thursday,

7 April 2016 at 16:00 (Finnish time). Registration can be done:

• through Finnlines Plc’s website at

www.finnlines.com/agm2016;

• by telephone to +358 20 770 6899 during working days

between 9:00 and 16:00 (Finnish time);

• by telefax to the number +358 10 343 5200; or

• by mail to the address Finnlines Plc, Share Register,

POB 197, FIN-00181 Helsinki, Finland.

A holder of nominee registered shares has the right to partici-

pate in the Annual General Meeting, if he/she has, based on his/

her shareholding, the right to be entered in the Shareholder

Register on the record date. For the purpose of participation,

such holder of nominee registered shares shall register into the

temporary Shareholders’ Register held by Euroclear Finland Ltd

based on these shares by 7 April 2016, 10:00 (Finnish time). This

is also considered as registration for the Annual General Meeting

as regards nominee registered shares.

ADDRESS CHANGES

Please send details of any address changes to the bank where

you hold your book-entry account.

FINANCIAL PUBLICATIONS

Interim reports and other financial reports are published in

Finnish and English. The Annual Report, the Financial

Statements, interim reports and other important reports are pub-

lished on Finnlines’ website at www.finnlines.com.

TO ORDER ANY OF THESE PUBLICATIONS, PLEASE CONTACT:

Finnlines Plc, Corporate Communications

P.O. Box 197, 00181 Helsinki, Finland

tel +358 (0)10 343 50

fax +358 (0)10 343 5200

e-mail [email protected]

REDERI AB NORDÖ-LINK

Lappögatan 3B

21124 Malmö, Sweden

P.O. Box 106

20121 Malmö, Sweden

tel +46 (0)40 176 800

fax +46 (0)40 176 801

FINNSTEVE OY AB

Komentosilta 1

00980 Helsinki, Finland

P.O. Box 225

00181 Helsinki, Finland

tel +358 (0)10 565 60

fax +358 (0)9 685 7253

Page 55: ANNUAL REPORT - Finnlines

Photos:

Alfa Laval, Nils Bergmann, Tasha Doremus, Horst-Dieter Foerster, Seppo Kaksonen, Soile Kallio, Rami Lappalainen,

Minna Ristolainen, Anna Sarkama-Antila, Sami Sirola, Pär-Henrik Sjöström, Kristiina Uppala, Dagmar Vetter and Finnlines archive.

THE GRIMALDI GROUP

With long experience dating back to 1947, the Grimaldi Group

specialises in the operation of roll-on/roll-off vessels, car carriers

and ferries. It is a dedicated supplier of integrated logistics ser-

vices based on maritime transport to the world’s major vehicle

manufacturers. Through its maritime services, the Naples-based

Group also transports containers, palletised/unitised cargo and

passengers with a modern fleet of more than 110 owned ro-ro

multipurpose vessels, pure car carriers and ferries, 35 of which

built in the last 5 years.

The Group’s presence in the maritime transport of vehicles

started in 1969 when it introduced a regular service between

Italy and England. The Group rapidly gained the trust of other

major car manufacturers who chose Grimaldi’s vessels to trans-

port their production from North Europe to various Mediterranean

countries. Throughout the years the Group rapidly developed

and now serves over 120 ports in 47 countries in the

Mediterranean Sea, North Europe, West Africa, North and South

America. The shore personnel and crew are nearly 10,000

people.

The Grimaldi Group comprises seven main shipping compa-

nies, including Atlantic Container Line (ACL), Malta Motorways

of the Sea (MMS), Finnlines and Minoan Lines. With 93.38 per

cent (at 31 December 2015) of the shares, the Group is the big-

gest shareholder in Finnlines, the Finnish company which runs a

fleet of ro-pax and ro-ro vessels in the Baltic Sea and North

Europe. Moreover, the Group owns over 90 per cent of the share

capital of the Greek ferry company Minoan Lines, which operates

ro-pax services between Italy and Greece as well as between

Piraeus and Crete.

Recently, the Grimaldi Group has also evolved to become a

multimodal transport operator offering “door to door” logistics

services. For this purpose, it currently operates, together with

strategic partners, car and container terminals (totalling over 5.4

million sq. metres) in the Mediterranean, North Europe and West

Africa as well as trucking companies for the transport of cars and

containers.

In recent years, the Group has also invested in the develop-

ment of the Motorways of the Sea in the Mediterranean Sea intro-

ducing new and modern ro-pax ferries. Currently, its network

covers Italy, Spain, Malta, Tunisia, Morocco, Libya, Montenegro

and Greece for the transport of trailers, cars and passengers.

The high-quality services offered by the Grimaldi Group are

being regularly awarded by its international clientele such as

General Motors, Fiat Auto, Ford and Land Rover.

Finally, the Grimaldi Group is the first Italian shipping com-

pany to have obtained the SMS, ISO 9001 and ISO 14001 certi-

fications for Safety, Quality and Environment. Moreover, the

Grimaldi Group is also the first shipping company in Italy to be

awarded the status of Authorized Economic Operator - Complete

(AEO-F).

Page 56: ANNUAL REPORT - Finnlines

Finnlines Plc

Komentosilta 1

00980 Helsinki, Finland

P.O.Box 197, 00181 HELSINKI, Finland

Phone +358 10 343 50, Fax +358 10 343 5200

www.finnlines.com


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