Stock Exchange Releases

Finnlines informs

Wed, 03 Mar 2010 11:16:46 GMT

Finnlines Plc Stock Exchange Release 3 March 2010

THE HELSINKI DISTRICT COURT RENDERED ITS JUDGMENT IN THE ACTION FOR AMENDMENT OF DIVIDEND DECISION INITIATED AGAINST FINNLINES BY ILMARINEN

The Helsinki District Court has today rendered its judgment in the action initiated by Mutual Pension Insurance Company Ilmarinen against Finnlines Plc. In its action Ilmarinen has objected to the decision by Finnlines’ General Meeting held on 20 May 2008 to distribute 180,216.39 euros as a minimum dividend and has demanded that the minimum dividend be increased.

The District Court has found the decision of the General Meeting held on 20 May 2008 to be in violation of the provisions of the Finnish Companies Act relating to minimum dividend and has approved Ilmarinen’s claim to have the resolution of the General Meeting amended so that the minimum dividend instead of 180,216.39 euros as above should have been 17,181,000 euros.

The District Court has in addition ordered Finnlines to compensate Ilmarinen’s legal costs by an amount of 300,035.15 euros together with interest at statutory rate.

It is possible to appeal against the judgment by the District Court with the Helsinki Court of Appeal. Finnlines will consider filing for an appeal against the District Court’s judgment after having examined the reasoning of the District Court’s judgment. The time limit to file an appeal is 30 days as from the date following the rendering of the judgment.

In Helsinki on 3 March 2010

Finnlines Plc

Seija Turunen
CFO

Tapani Voionmaa
Executive Vice President
Corporate Legal Matters

Distribution

OMX Helsinki Stock Exchange
Main media

Financial Statement Bulletin January-December 2009 (Unaudited)

Tue, 02 Mar 2010 16:33:31 GMT

Finnlines Plc Stock Exchange Release 2 March 2010

FINANCIAL STATEMENT BULLETIN JANUARY-DECEMBER 2009 (Unaudited)

SUMMARY

October-December Q4

Revenue EUR 122.1 million (EUR 157.8 million), decline 22.6%
Result before interest, taxes, depreciation and amortisation (EBITDA) EUR 9.3 million (EUR 12.0 million)
Earnings per share were -0.16 (-0.32) EUR/share

January-December 2009

Revenue EUR 494.4 million (EUR 735.7 million prev. year), decline 32.8%
Result before interest, taxes, depreciation and amortisation (EBITDA) EUR 37.4 million (EUR 98.1 million)
Earnings per share were -0.96 (0.01) EUR/share

GROUP KEY FIGURES

MEUR	10-12 2009	10-12 2008	1-12 2009	1-12 2008
Revenue	122.1	157.8	494.4	735.7
EBITDA	9.3	12.0	37.4	98.1
EBIT	-5.5	-6.7	-23.6	35.4
% of revenue	-4.5	-4.2	-4.8	4.8
EBT	-11.2	-19.7	-51.4	-3.2
Result for the period	-7.5	-13.4	-41.7	1.0
EPS, EUR *	-0.16	-0.32	-0.96	0.01
ROE, %	-7.0	-12.1	-9.7	0.2
ROI,%	-1.4	-1.9	-1.7	2.9
Gearing, %	198.3	205.5	198.3	205.5
Equity ratio, %	29.4	28.5	29.4	28.5

*Key indicators per share have been retroactively adjusted with the share issue adjustment factor.

EBITDA = Result before interest, taxes, depreciation and amortisation and impairment losses.
EBIT = Result before interest and taxes
EBT = Result before taxes

Full-year revenue dropped 32.8% compared to 2008. Despite the very difficult market situation, the Company was already able to turn to a positive EBITDA during the second quarter through significant cost control measures. The main items addressed throughout the year, in addition to the changes in the traffic, were the surplus tonnage, vessel costs, IT costs, administration costs, headcount and the sale of non-core assets.

The Company

Finnlines is one of the largest North-European liner shipping companies, providing sea transport services mainly in the Baltic and the North Sea. In addition to freight, the Company’s ro-pax vessels carry passengers between five countries and eight ports. The Company also provides port services in Helsinki, Turku and Kotka. The company has subsidiaries or sales offices in Germany, Belgium, the UK, Sweden, Denmark, Poland and Russia. Finnlines is a Finnish listed company and part of the Italian Grimaldi Group.

Market development

The sharp drop in volumes that had been realised in the last quarter of 2008 has stabilised on this low level during 2009. During the year, the Finnish seaborne imports carried in container, lorry and trailer units fell by 24% and exports by 21% compared to previous year (measured in tons). The trailer and lorry volumes transported by sea between the Southern Sweden and Germany declined by 20% compared to 2008. Private and commercial passenger traffic between Finland and Germany decreased by 11% due to low number of lorry drivers and increased by 1 % between Finland and Sweden.

Significant events during the reporting period

Traffic

Finnlines has carried out numerous changes on different routes in order to optimise the utilisation of its fleet. In mid-February, MS Nordlink was moved from the Malmö-Travemünde route to the Helsinki-Travemünde route. At the same time, MS Transeuropa was transferred from the Helsinki-Travemünde route to the Lübeck-St.Petersburg route. In mid-April, MS Finneagle was moved from the Naantali-Kapellskär route to the Malmö-Travemünde route and further, MS Europalink was moved from the Malmö-Travemünde route to the Helsinki-Travemünde route.

From the beginning of June 2009, the Company started up a set of new, fast and comfortable Motorways of the Sea for freight and passengers between Finland and Poland (Helsinki-Gdynia-Helsinki) and between Poland and Germany (Gdynia-Travemünde-Gdynia). At the beginning of December Rostock was included in the route network as the Star-class vessels plying between Helsinki-Gdynia-Travemünde started calling at Rostock. The Star-class ro-pax ferries continue their daily sailings from Travemünde to Helsinki.

The new services enable Finnlines to offer three ports on the Southern Baltic Sea as a gateway for transports to or from Finland: Travemünde as a port for Western Europe, Benelux and western Germany; Rostock for the south-eastern part of Germany and Southern and South-Eastern Europe; and Gdynia for goods flows to and from Poland and Eastern Europe.

Additionally, from May 2009, Finnlines offers all its freight customers a wide range of destinations in 13 Mediterranean countries. This is done in cooperation with Grimaldi Group. The Company has also started a new weekly link between Helsinki and St. Petersburg. The route is interconnected at all the destinations served by Finnlines and Grimaldi Lines.

The cargo volumes transported during January-December totalled approximately 596,000 (814,000 in 2008) units, 38,000 (117,000) cars (not including cars of the passengers) and, in addition 2,001,000 (2,915,000) tons of freight not possible to measure in units. In addition, some 533,000 passengers were transported (around 612,000 in 2008), a decline of 13%, which figure includes freight-related passengers. The number of pure passengers (excluding lorry drivers) transported by the company increased by 11%.

Savings

The fleet capacity was adjusted to new market requirements both on number of ships as well as the correct allocation of tonnage towards specific trades. With this measure the company was able to generate considerable savings. At the beginning of 2009, the Group operated a fleet of 39 vessels. In April Finnlines Plc's subsidiary Hanseatic Shipping sold MS Finnhansa to Grimaldi Group at the market price of EUR 40 million with a call option for repurchase the vessel at the same price. The vessel Finnhansa had been left idle due to the economic situation and the selling of the vessel reduced the costs of Finnlines. The Company booked a profit of about EUR 4.4 million on the sale of the vessel. The vessel had not been repurchased by the end of 2009. During 2009, 9 chartered vessels were redelivered to the owners. Out of them, 4 were redelivered in December and one in January 2010 thus primarily affecting 2010 savings amount.

The Group operated an average of 33 vessels during the main part of the year. Of the 33 vessels, 23 were in the Groups own traffic, 9 chartered out and one laid-up since June.

A new purchasing department was established and all purchases are performed and managed by this department. This move together with a general savings programme has proved to be a very efficient way to cut expenses substantially.

During the whole year there were temporary lay-offs in the ports where the Company is operating and the number of employees were reduced in the offices.

New CEO for Finnlines Group

Finnlines Plc´s President and CEO, Mr. Christer Antson, resigned on 23 March.

Mr. Uwe Bakosch was appointed new President and CEO on 24 March. He started working at the end of June 2009. Mr. Emanuele Grimaldi, member of the Board, acted as temporary President and CEO for the Company from 24 March until the end of June.

Mr. Bakosch, aged 51, is a German citizen. His previous positions have been among others: Managing Director of ATG Autotransport Logistic GmbH (100% subsidiary of Deutsche Bahn), Executive Vice President of DB Intermodal, Scandlines AG - Member of the Board, Managing Director of Scandlines Deutschland GmbH, as well as Scandlines Danmark AS, Commercial Director at United European Car Carriers A/S, as well as various managerial functions in Volkswagen AG and in Island View Shipping in South Africa.

Hybrid bond

Finnlines issued a hybrid bond in order to strengthen the Group's capital structure on 23 March. The principal amount of the bond was EUR 21 million and the coupon of the bond was 12% per annum. The bond had no maturity but it included an option for the Company to redeem the bonds after three years or at any time in certain events including issue of new shares. The bond was subscribed by the Company's two main shareholders.

Following the successful share issue in June, the Company redeemed the hybrid bond together with accrued interest on 4 August 2009.

During the last quarter 2009, the company had no subordinated loans or other hybrid bonds.

Annual General Meeting

The Annual General Meeting approved the Financial Statements and discharged the Company's officers from liability for the financial year 2008. No dividend was paid for the year 2008.

The meeting decided that the number of Board Members be six.

The following Board Members were re-elected; Mr Emanuele Grimaldi, Mr Gianluca Grimaldi, Mr Diego Pacella (vice chairman), Mr Antti Pankakoski, Mr Olav K. Rakkenes and Mr Jon-Aksel Torgersen (chairman). The yearly compensation to the Board will remain unchanged as follows: the chairman EUR 50,000, the vice-chairman EUR 40,000 and the member EUR 30,000.

Deloitte & Touche Oy was re-elected as the Company's auditor for the fiscal year 2009.

The Board of Directors was authorised to resolve on the issuance of shares. The Board of Directors may, on the basis of the authorisation, resolve on the issuance of shares in one or several instalments, so that the aggregate number of shares to be issued shall not exceed 20,000,000 shares. The Board of Directors can decide 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 authorization is valid until the Annual General Meeting to be held in 2010. The share issue authorization granted to the Board of Directors in May 2008 was cancelled.

The Articles of Association (§ 10) of the Company was amended as follows:
"The Shareholders' Meeting shall be announced in a national newspaper chosen by the Board, no earlier than three months before the Shareholders' Meeting and no later than 21 days before the Shareholders' Meeting."

Share issue

The Company resolved upon a rights issue in which the Company offered up to 6,781,993 shares to be subscribed for by the shareholders based on their pre-emptive subscription rights so that each shareholder had the pre-emptive right to subscribe for new shares for the subscription price of EUR 5.50 per share in proportion to the number of shares in the Company they already hold. The total maximum amount of the rights issue amounted to up to EUR 37.3 million. The shares offered for subscription in the rights issue represented at a maximum approximately 16.7 per cent of the total number of the shares prior to the rights issue. The shares were offered to the shareholders for subscription on 29 May 2009. Each shareholder received one subscription right for each share. The subscription rights were subject to public trading on NASDAQ OMX Helsinki during the period 4 - 10 June 2009. A holder of the subscription rights was entitled to subscribe for one new share for every six subscription rights. The subscription period commenced on 4 June 2009 and expired on 17 June 2009.

Grimaldi Group had undertaken to ensure that new shares were subscribed in the rights issue amounting to a value of EUR 24,221,659. The subscription undertaking given by Grimaldi Group concerned 4,403,938 new shares.

The reason for the rights issue was the repayment of the hybrid bond, which the Company had issued in spring 2009 in order to strengthen the Company’s capital structure and working capital financing. In the rights issue 6,129,079 shares were subscribed. The amount corresponds to 90.4% of the offered shares. The gross proceeds raised by Finnlines Plc in the rights issue were EUR 33,709,935. Shares subscribed for in the offering were subject to public trading on the NASDAQ OMX Helsinki during 18-25 June 2009 as interim shares. The new 6,129,079 Finnlines Plc shares subscribed for were registered with the Finnish Trade Register on 25 June 2009. The new shares carry shareholders´ rights from the date of registration. The new shares were taken to public trading on NASDAQ OMX Helsinki together with the old shares on 26 June 2009. Following the registration of the new shares with the Trade Register, the number of Finnlines Plc’s shares amounts to 46,821,037 shares and share capital to EUR 93,642,074.

Special audit

The County Administrative Board of Southern Finland appointed Hannu Niilekselä (APA) to perform a special audit of accounts and administration of Finnlines Plc for the reporting period from 1 January 2007 to 31 December 2007. The special audit related to the following matters and operations:

- group contributions granted to subsidiaries
- audit of the fact that no group contribution has been granted from subsidiaries to the parent company
- dividends paid by subsidiaries to the parent company
- investment programme
- the sale of two vessels by parent company to subsidiaries.

The County Administrative Board rejected the application in respect of applying special audit to cover the accounts and administration as whole for the reporting period from 1 January 2007 to 31 December 2007, only above mentioned matters should be included in special audit.

On 14 September 2009, Mr. Hannu Niilekselä issued his report addressed to the General Meeting of Shareholders of Finnlines Plc. The report, which will be presented to the shareholders of Finnlines Plc at the Annual General Meeting of Shareholders in spring 2010, does not include anything that gives the Company any reason to change its earlier view according to which the measures taken have had commercial grounds and that the Company has in all respects acted in the best interest of the Company and its shareholders.

Refunded fairway dues

The Administrative Court of Helsinki has rendered three decisions based on which it can be firmly argued that the Acts on the fairway dues in force until 1 January 2006 were not in accordance with the European Community legislation. Consequently, the Company applied for refund of fairway dues for 2005, amounting to EUR 2.8 million. The main part of these have been refunded to the Company by the end of 2009. Finnlines will also apply for refund for other years for which the documents are available. At this stage, no estimates of the amounts or the handling time can be given.

Financial performance

October-December 2009

During October-December, the Finnlines Group recorded revenue totalling EUR 122.1 (157.8 in 2008) million, a decline of 22.6 %. Shipping and Sea Transport Services generated revenue amounting to EUR 111.3 (140.2) million and Port Operations EUR 16.8 (25.5) million. The internal revenue between the segments was 5.9 (7.8) million. Other income from operations amounted to EUR 1.3 (0.6) million. Result before depreciation and amortisation (EBITDA) was EUR 9.3 (12.0) million. Result before interest and taxes (EBIT) was EUR -5.5 (-6.7) million. Financial income was EUR 1.0 (1.2) million and financial expenses totalled EUR -6.7 (-14.3) million. Result before taxes (EBT) was EUR -11.2 (-19.7) million. Earnings per share (EPS) were EUR -0.16 (-0.32). Return on equity (ROE) was -7.0 (-12.1) % and return on investment (ROI) was -1.4 (-1.9) %.

January-December 2009

The Finnlines Group recorded revenue totalling EUR 494.4 (735.7 in 2008) million, a decline of 32.8%. Shipping and Sea Transport Services generated revenue amounting to EUR 444.9 (643.7) million and Port Operations EUR 73.2 (122.1) million. The internal revenue between the segments was 23.7 (30.1) million. Other income from operations amounted to EUR 13.4 (2.4) million. This included the sales gain amounting EUR 4.4 million from the sales of vessel MS Finnhansa, a sales of gain EUR 1.9 million from the sales of subsidiary shares, a sales gain of EUR 4.3 million from the sales of apartments and warehouses, and a sales gain of EUR 0.5 million from the sale of a small port operation.

Result before depreciation and amortisation (EBITDA) was EUR 37.4 (98.1) million. Result before interest and taxes (EBIT) was EUR -23.6 (35.4) million. Financial income was EUR 3.9 (3.4) million and financial expenses totalled EUR -31.7 (-42.0) million. Result before taxes (EBT) was EUR -51.4 (-3.2) million. Earnings per share (EPS) were EUR -0.96 (0.01). Return on equity (ROE) was -9.7 (0.2) % and return on investment (ROI) was -1.7 (2.9) %.

Investments and financing

The Group's capital expenditure was EUR 28.0 (236.3) million. Interest-bearing net debt amounted to EUR 844.1 (900.1) million. The equity ratio calculated from the balance sheet was 29.4 (28.5) %. Gearing was 198.3 (205.5) %. The liquidity of the Company was good during the period under review. At the end of the period, cash and deposits together with unused committed working capital credits and the undrawn part of committed credits for newbuildings amounted to EUR 187.4 million.

Personnel

The Group employed an average of 2,234 (2,436) persons during the period, consisting of 1,280 (1,464) persons on shore and 954 (972) persons at sea. The personnel expenses (including other social costs) for the reporting period totalled EUR 107.5 (122.9) million.

Group structure

The Group has started a significant process to merge group companies and businesses, with the aim of making savings in administration and personnel costs. The process results in a leaner company structure with 18 subsidiaries less.

Finnlines Plc and its wholly owned subsidiaries, Ropax Oy Eagle, Ropax Oy Fellow, Ropax Oy Maid, Ropax Oy Star and FL-Sailor's Shop Oy were merged at the end of the year.

The assets and liabilities of the mentioned subsidiaries were transferred without liquidation proceedings to the parent company Finnlines Plc. In the mergers, no consideration was paid as the parent company owns all the shares in the mentioned merging subsidiaries. In October, the Company sold its 66.7 per cent share in Finnwest N.V. In November the operations done by Norsteve Oslo A/S in Sjursoya port were sold. The other operations of that company were sold already earlier during the year.

At the end of the year, the Group had 31 companies (of which 26 operational companies) left out of 49 companies at the end of the previous year. At the same time, and on a parallel track the Group brought forward successfully some deleveraging initiatives as to sell non-core companies and assets.

Research and development

The aim of Finnlines' research and development work is to find and introduce new practical solutions and operating methods, which enable the company to better and more cost-efficiently meet customer needs.

The Vuosaari Harbour was opened at the end of 2008 and the start-up phase continued in 2009. In addition to an increased capacity, it will enable us to provide faster and more efficient port and terminal services to our customers. A great deal of effort was put into the planning of the operations in the harbour area, which will ensure efficient, smooth and safe cargo handling in the harbour, not forgetting passengers.

Finnlines introduced new ro-pax vessels to the Company's fleet in 2006 – 2007. As a result, sailing schedules and operational models on the company's main routes have been altered and new service modes have been developed also in 2009.

The Company's operative and customer management systems are under ongoing development and improvement and special efforts will be put into developing procurement and passenger services related systems. The new IT systems are aimed at enhancing efficiency and improving sales and day-to-day customer service.

Research and development costs are not significant, considering the extent of the company's operations.

The Finnlines share

The company’s registered share capital on 31 December 2009 was EUR 93,642,074 divided into 46,821,037 shares. A total of 2.7 (8.6) million Finnlines shares were traded on the NASDAQ OMX Helsinki during the period. The market capitalisation of the Company’s stock at the end of December was EUR 323.1 (262.5) million. Earnings per share (EPS) during the period were EUR -0.96 (0.01). Shareholders’ equity per share was EUR 9.07 (10.51). At the end of the year, Grimaldi Group's holding and share of votes in Finnlines was 65.84 per cent.

Key indicators per share have been retroactively adjusted with the share issue adjustment factor due to the share issue of Finnlines Plc and the new shares registered with the Trade Register on 26 June 2009.

Risks

The most significant operative risk in shipping is involved in vessel and sea safety. Accidents at sea may have harmful consequences for humans and the environment and can also cause financial losses. The ships in Finnlines' service have safety management systems which are audited and improved through appropriate training and regular safety drills. Cargo handling practices play an important role in ensuring safe sea traffic. In the past year, the company reassessed its cargo handling practices, updated the instructions and stepped up the monitoring of cargo handling and cargo securing in ports.

The majority of the Group’s assets consist of its fleet. The fleet is always insured to its full value. Accidents and engine damage can result in interruptions of operations, which are covered by loss‐of‐earnings policies.

Well-functioning information systems and data security are of vital importance in all situations. Failures in information systems cause extra work, disturbances in service, loss of potential cargoes, data security risk and erosion of customer confidence. The company’s operative information systems are under ongoing development and improvement. The technical failure prevention systems have been built on effective exploitation of modern technology. In addition, for stevedoring operations, operating models have been created in case of major failures in the IT systems. Technological data security solutions will prevent third parties from accessing Finnlines' internal and customers' data.

Due to the substantial investment programme, the net interest-bearing debt has increased and this is reflected on the consolidated equity ratio. More detailed information on Finnlines' risks can be found in financial statements included in the company's Annual Report.

The legal cases are presented under Legal proceedings.

There are no other material risks than those disclosed in the Annual Report 2008.

Legal proceedings

MS Finnbirch sank in November 2006 in the southern Baltic. She was under time charter to Finnlines from her owners Lindholm Shipping, Sweden. Sjö- & Handelsrätten (Sea and Commercial Court) in Copenhagen gave judgement on 9 November 2009, on the division of the limitation fund established by the Owners of the vessel among the claimants. The judgement became final on 4 January 2010.

At the end of March 2009, there was an oil spill on MS Finneagle on the way from Kapellskär to Naantali. As a result, approximately 4 m3 of light fuel oil leaked from the vessel into the sea between the Åland Sea and the Port of Naantali. The Finnish authorities initiated investigations, which are still pending. The vessel or the Company has not received any notice or information on any environmental damage. The Company immediately started its own investigations and is working in cooperation with the authorities in order to clarify the matter. Possible damages will be covered by the Company’s P&I Insurance.

Mutual Pension Insurance Company Ilmarinen initiated action against Finnlines Plc in the Helsinki District Court. Ilmarinen objects to the decision of Finnlines’ Annual General Meeting held in May 2008 to distribute EUR 180,216.39 as a minimum dividend. Ilmarinen demands primarily that the minimum dividend be altered to EUR 17,181,000. Secondarily Ilmarinen demands that the AGM’s resolution be declared null and void. Additionally, Ilmarinen demands Finnlines to pay its legal expenses. Finnlines considers the action groundless. The company considers that the measures taken have had commercial grounds and that it has in all respects acted in the best interests of the company and its shareholders. The matter is in process at the District Court of Helsinki.

Mr. Hannu Niilekselä (APA), who was appointed to perform a special audit of accounts and administration of Finnlines Plc for the reporting period from 1 January 2007 to 31 December 2007 on Ilmarinen’s request, issued in September 2009 his report, which will be presented to the shareholders of Finnlines Plc at the Annual General Meeting of Shareholders in spring 2010. The report does not include anything that gives the Company reason to change its earlier view, according to which the measures taken have had commercial grounds and that the Company has in all respects acted in the best interests of the Company and its shareholders.

In 2008, the Administrative Court of Helsinki rendered decisions based on which it can be firmly argued that the Acts on the fairway dues in force until 1 January 2006 were not in accordance with the Community legislation. Consequently, the Company applied for refund of fairway dues for 2005, amounting to EUR 2.8 million. The main part of these have been refunded to the Company by the end of 2009. Finnlines will also apply for refund for other years for which the documents are available. At this stage, no estimates of the amounts or the handling time can be given.

Finnlines’ German subsidiary has been taken to the City Court of Lübeck by its former Managing Director regarding the termination of his Service Agreement in December 2009. The Company considers the legal grounds for the termination to be valid.

The former management of Finnlines port operations subsidiary has been summoned to the Helsinki District Court to answer for infringing the labour protection and working hour protection laws in the port of Helsinki. On the day of signing of the financial statements the court proceedings are under way.

Taxation of internal vessel sales carried out in 2007 by Finnlines’ Swedish subsidiary includes uncertainties. The decision of the tax authorities was that a SEK 97.2 (EUR 9.5) million tax debt should be paid. The Company has though been granted postponement of this payment as it has appealed in the matter. As the Company recorded a deferred tax liability due the temporary timing difference in the tax year in question, the matter does not have any significant effect on the Company’s result in 2009.

Finnlines received information on the last day of January 2010 that the Transport Workers’ Union has filed on legal actions against Finnlines’ port operations subsidiary for the compensation of the weekend work. The Company considers the basis of the action groundless and will reply to the submission of the Union in the given time limit.

Environment and safety

Finnlines places high priority on the environmental aspects of its operations. The Company seeks to continuously improve its environmental programmes while considering the requirements of sustainable development, the needs of customers and partners, as well as the demands imposed by society. Finnlines focuses on optimising its transports and routes to achieve the highest possible utilisation on both southbound and northbound voyages, which minimises environmental stress per transported cargo unit.

The Company is continuously looking for ways to reduce fuel and energy consumption. Fuel consumption depends on many factors: route, amount of cargo, speed and engine power. Schedule planning is one tool to reduce fuel consumption. An electronic operation optimising tool has been trialled on one vessel. The six new ships to be delivered from China in 2011-2012 will be fitted with a rudder/propeller combination technology that is designed to achieve significant reductions in fuel consumption.

All of Finnlines' ro-pax ships have been incorporated into the environmental certificate issued by LRQA (Lloyd's Register Quality Assurance). Certification complies with the requirements of the ISO 14 001 standard. In 2009, two ro-pax ships and ship management functions were audited by LRQA. Most of the other ships in Finnlines’ service and port operators also have the ISO 14 001 certificate.

All vessels have been certified in accordance with the International Safety Management Code. All ships also comply with the requirements of the International Ship and Port Facility Security Code (ISPS). The safety management system is developed through crew training and internal audits. Safety drills are held together with the authorities annually.

In its annual report, Finnlines publishes a report of environmental and safety issues.

Corporate Governance

Finnlines applies the Finnish Corporate Governance Code for listed companies issued in 2008. The Corporate Governance Statement can be reviewed at the corporate website (www.finnlines.com).

Events after the Balance Sheet Date

Mr. Jon-Aksel Torgersen stepped down as the Chairman of Finnlines Plc. Mr. Torgersen will continue his position as a member of the Board of the Company. The Board of Directors appointed Mr. Emanuele Grimaldi Executive Chairman of Finnlines Plc. These changes took place on 14 January 2010.

The Group’s management is not aware of any other events after the balance sheet date than those described in this report that could have a material impact on the Group’s financial position or the figures or calculations reported in its financial statements.

The Finnish stevedores will start a strike in all Finnish seaports on 4 March 2010 unless an agreement is reached in the negotiations which are led by the state conciliator.

Outlook for 2010

The rapidly deteriorated economic conditions in Europe and the whole world impacted Finnlines’ operations in 2009. The Company has responded to the sharp drop in cargo volumes by drastically reducing tonnage and employing the vessels left in a much more efficient way, by initiating structural measures in order to improve competitiveness, by increasing synergies and economies of scale within the Grimaldi Group and by personnel adjustments, divestments and redelivery of excess tonnage. The Company expects the whole year 2010 result to be positive due to the significantly lower cost structure in 2010, even if the economic conditions do not improve rapidly. However, the first quarter of the year could be affected by the labour market disputes in Finland.

Dividend Distribution Proposal

The Board of Directors will propose to the Annual Shareholders' Meeting that no dividend be paid out for 2009 due to the weak financial performance and the ongoing investment programme.

Annual General Meeting

Finnlines Plc’s Annual General Meeting will be held from 12.00 on Wednesday, 14 April 2010 at Hotel Scandic Continental, Mannerheimintie 46, Helsinki.

The financial statements, the Board of Directors’ Report and the annual report for 2009 will be published on 23 March 2010 at latest, and will be available at: www.finnlines.com or at Finnlines’ headquarters, Porkkalankatu 20 A, Helsinki.

The first interim report of the year 2010, 1 January – 31 March, will be published on Tuesday, 11 May 2010.

Finnlines Plc
The Board of Directors

ENCLOSURES

-Consolidated statement of comprehensive income, IFRS
-Consolidated balance sheet, IFRS
-Consolidated statement of changes in equity, IFRS
-Consolidated statement of cash flows, IFRS
-Profit and loss account, parent company, FAS
-Balance sheet, parent company, FAS
-Revenue and result by business segment
-Property, plant and equipment
-Financial indicators
-Contingencies and commitments
-Revenue and result by quarter

DISTRIBUTION

NASDAQ OMX Helsinki Ltd.
Main media

The information is unaudited

Finnlines Financial Statement Bulletin_2009

Finnlines Financial Statement Bulletin_2009.pdf 1.19 MB

Hallituksen puheenjohtaja vaihtuu

Thu, 14 Jan 2010 16:06:11 GMT

Pörssitiedote 14.1.2010 klo 16.22

FINNLINES OYJ:N HALLITUKSEN PUHEENJOHTAJA VAIHTUU

Jon-Aksel Torgersen on tänään jättänyt tehtävänsä Finnlinesin hallituksen puheenjohtajana. Hän jatkaa Finnlines Oyj:n hallituksen jäsenenä.

Finnlinesin hallitus on tänään nimittänyt Emanuele Grimaldin päätoimiseksi hallituksen puheenjohtajaksi.

Finnlines Oyj

Hallitus

JAKELU NASDAQ OMX Helsingin Pörssi

Keskeiset tiedotusvälineet

Chairman of the Board changed

Thu, 14 Jan 2010 16:04:46 GMT

Finnlines Plc Stock Exchange Release 14 January,2010

SUBJECT : CHANGE OF CHAIRMAN IN FINNLINES PLC

Mr. Jon-Aksel Torgersen has today stepped down as the Chairman of Finnlines Plc. Mr. Torgersen will continue his position as Director of the Board of the company.

The Board of Directors, as further today, has appointed Mr. Emanuele Grimaldi as the Executive Chairman of Finnlines Plc.

Finnlines Plc

Board of Directors

DISTRIBUTION NASDAQ OMX Helsinki Ltd

Main media

Summary of Year 2009 Releases

Thu, 07 Jan 2010 07:48:00 GMT

Finnlines Plc Stock Exchange Release 7 January, 2010

Summary of Year 2009 Releases

Finnlines Plc has published a summary of releases issued in the financial year 2009 in accordance with Securities Market Act Chapter 2, 10 c §. The Annual Summary is available at www.finnlines.com.

Finnlines Plc

Seija Turunen
CFO

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main media

Change: Financial reporting in 2010

Mon, 21 Dec 2009 12:44:15 GMT

Finnlines Plc Stock Exchange Information December 21, 2009

FINANCIAL REPORTING IN 2010

Finnlines Plc will publish its Financial Statements Bulletin 2009 on Tuesday 2 March, 2010, instead of the earlier informed 17 February, 2010.

Finnlines Plc

Seija Turunen Tapani Voionmaa

Distribution:
OMX Helsinki Stock Exchange
Main media

Financial Reporting in 2010

Tue, 24 Nov 2009 09:52:15 GMT

Finnlines Plc Stock Exchange Information November 24, 2009

FINANCIAL REPORTING IN 2010

Finnlines Plc will publish its Financial Statements Bulletin 2009 on Wednesday 17 February, 2010 and the Annual Report during the week commencing on 29 March, 2010 at the latest.

In 2010 Finnlines' Interim Reports will be released according to the following schedule:

- January-March on Tuesday 11 May, 2010

- January-June on Thursday 29 July, 2010

- January-September on Tuesday 2 November, 2010.

Finnlines Plc's Annual General Meeting will be held in Helsinki on Wednesday 14 April, 2010 at 12:00.

Finnlines Plc

Seija Turunen Tapani Voionmaa

Distribution: OMX Helsinki Stock Exchange

Main media

Interim report Jan-Sep 2009

Wed, 04 Nov 2009 17:46:40 GMT

Finnlines Plc Stock Exchange Release 4 November 2009

INTERIM REPORT JANUARY–SEPTEMBER 2009 (Unaudited)

SUMMARY

January–September 2009

Revenue EUR 372.3 million (EUR 577.9 million prev. year), decline 35.6%
Profit before interest, taxes, depreciation and amortisation (EBITDA) EUR 28.1 million (EUR 86.1 million)
Earnings per share was -0.82 (0.34) EUR/share

July-September Q3

Revenue EUR 130.5 million (EUR 193.8 million), decline 32.7%
Profit before interest, taxes, depreciation and amortisation (EBITDA) EUR 13.3 million (EUR 25.8 million)
Earnings per share was -0.12 (0.02) EUR/share

GROUP KEY FIGURES

EUR million	7-9 2009	4-6 2009	1-3 2009	1-9 2009	1-9 2008	1-12 2008
Revenue	130.5	124.4	117.4	372.3	577.9	735.7
EBITDA	13.3	15.0	-0.2	28.1	86.1	98.1
EBIT	-1.7	-0.3	-16.0	-18.1	42.1	35.4
% of revenue	-1.3	-0.3	-13.7	-4.9	7.3	4.8
EBT	-6.5	-7.1	-26.6	-40.2	16.5	-3.2
Profit / loss for the period	-5.2	-8.0	-21.0	-34.2	14.4	1.0
EPS, EUR	-0.12	-0.21	-0.52	-0.82	0.34	0.01
ROE, %	-4.8	-7.3	-19.2	-10.5	4.3	0.2
ROI,%	0.3	0.0	-4.7	-1.7	4.5	2.9
Gearing, %	198.0	192.6	206.7	198.0	199.4	205.5
Equity ratio, %	29.4	28.6	28.5	29.4	28.8	28.5

EBITDA = Result before interest, taxes, depreciation and amortization
EBIT = Result before interest and taxes
EBT =Result before taxes

Cargo volumes have stayed low and the revenue has dropped by 35.6% compared to January-September 2008. Despite the difficult market situation, the Company was already able to turn to a positive EBITDA during the second quarter, which was achieved through certain significant measures.

The main items addressed, in addition to the changes in the traffic, were the surplus tonnage, vessel costs, IT costs, administration costs, headcount and the sale of non-core assets. Actions in all of these have brought good results in a very short time, but a number of further improvements can still be achieved.

The Company

Finnlines focuses on liner ro-ro/ro-pax services. The operations of the Company are centered on sea transports in the Baltic Sea and North Sea areas and on providing port services mainly in Finland. Through its subsidiaries and associated companies, the Group has operations in eight northern European countries and in Russia. The Group’s services are also offered throughout Europe via an extensive network of agents. The Company is part of the Italian Grimaldi Group.

Market development

The sharp drop in volumes that realized in the last quarter of 2008 has continued during the first three quarters of 2009. During January-August, the Finnish seaborne imports carried in container, lorry and trailer units fell by 27.7% and exports by 28.6% in comparison with the corresponding period of the previous year (measured in tons). Similarly, the trailer and lorry volumes transported by sea between the Southern Sweden and Germany declined by 21.4% from the previous year. The passenger traffic between Finland and Germany decreased by 12.5% and increased by 3.0% between Finland and Sweden (the passenger figures include the lorry drivers accompanying their vehicles). Finnlines’ pure passenger traffic volumes increased by 10% during the first three quarters.

Significant events during the reporting period

Traffic

Finnlines has carried out numerous changes in different routes in order to optimise the utilisation of its fleet. In mid-February, MS Europalink was moved from the Malmö-Travemünde route to the Helsinki-Travemünde route. At the same time, MS Transeuropa was transferred from the Helsinki-Travemünde route to the Lübeck-St.Petersburg route. In mid-April, MS Finneagle was moved from the Naantali-Kapellskär route to the Malmö-Travemünde route and further, MS Nordlink was moved from the Malmö-Travemünde route to the Helsinki-Travemünde route.

From the beginning of June 2009, the Company started up a set of new, fast and comfortable Motorways of the Sea for freight and passengers between Finland and Poland (Helsinki-Gdynia-Helsinki) and between Poland and Germany (Gdynia-Travemünde-Gdynia). Each of these new services offers three departures per week in both directions. The Helsinki-Gdynia route is sailed in less than 19 hours (compared to more than 26 hours before, when the connection was only for cargo); the direct connection Helsinki-Travemünde is completed in less than 27 hours, whereas the sailing time between Gdynia and Travemünde is 15 hours.

At the same time, the Company has strengthened its services in the key Travemünde-Helsinki-Travemünde (Germany-Finland) trade by increasing the number of weekly sailings to ten.

The cargo volumes transported during January-September totalled approximately 450,000 (629,000 in 2008) units, 25,000 (92,000) cars (not including cars of the passengers) and, in addition, 1,469,000 (2,249,000) tons of freight not possible to measure in units. In addition, some 424,000 passengers were transported (around 482,000 in 2008), which figure includes freight-related passengers. The pure passenger traffic volumes increased by 10%.

Savings

The fleet capacity was adjusted because of a sharp decline in cargo volumes. In April Finnlines Plc's subsidiary Hanseatic Shipping sold MS Finnhansa to Grimaldi Group at the market price of EUR 40 million with a one month's notice call option for repurchase by Finnlines Plc at the same price. The vessel Finnhansa had been left idle due to the economic situation and the selling of the vessel will reduce the costs of Finnlines. The Company booked a profit of about EUR 4.4 million on the sale of the vessel.

During April-September Finnlines managed to generate considerable savings by redelivering three and subletting eight chartered ro-ro vessels.

There have been temporary lay-offs in the ports where the Company is operating and the number of employees has been reduced in the offices. The effect of these measures will mostly be shown in the result during the last months of the year and during next year.

New CEO for Finnlines Group

Finnlines Plc's President and CEO, Mr. Christer Antson, resigned on 23 March.

Mr. Bakosch, aged 51, is a German citizen. His previous positions have been among others: the Managing Director of ATG Autotransport Logistic GmbH (100% subsidiary of Deutsche Bahn), Executive Vice President of DB Intermodal, Scandlines AG - Member of the Board, Managing Director of Scandlines Deutschland GmbH, as well as Scandlines Danmark AS, Commercial Director at United European Car Carriers A/S, as well as various managerial functions in Volkswagen AG and in Island View Shipping in South Africa.

Hybrid bond

Following the successful share issue in June, the Company redeemed the hybrid bond together with accrued interest on 4 August 2009.

Annual General Meeting

The Annual General Meeting approved the Financial Statements and discharged the Company's officers from liability for the financial year 2008.

It was decided that no dividend be paid for the year 2008.

The meeting decided that the number of Board Members be six.

Current Board Members were re-elected; Mr Emanuele Grimaldi, Mr Gianluca Grimaldi, Mr Diego Pacella, Mr Antti Pankakoski, Mr Olav K. Rakkenes and Mr Jon-Aksel Torgersen. The yearly compensation to the Board will remain unchanged as follows: the chairman EUR 50,000, the vice-chairman EUR 40,000 and the member EUR 30,000.

Deloitte & Touche Oy was re-elected as the Company's auditor for the fiscal year 2009.

The Board of Directors was authorised to resolve on the issuance of shares. The Board of Directors may, on the basis of the authorisation, resolve on the issuance of shares in one or several instalments, so that the aggregate number of shares to be issued shall not exceed 20,000,000 shares. The Board of Directors can decide 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 authorization is valid until the next Annual General Meeting. The share issue authorization granted to the Board of Directors by the previous Annual General Meeting 20 May 2008 was cancelled.

The Annual General Meeting decided to amend § 10 of the Articles of Association of the Company as follows:

“The Shareholders' Meeting shall be announced in a national newspaper chosen by the Board, no earlier than three months before the Shareholders' Meeting and no later than 21 days before the Shareholders' Meeting.”

Share issue

On 26 May 2009, Finnlines Board of Directors, based on the authorization admitted by the Annual General Meeting, resolved upon a rights issue in which the Company offered up to 6,781,993 shares to be subscribed for by the shareholders based on their pre-emptive subscription rights so that each shareholder had the pre-emptive right to subscribe for new shares for the subscription price of EUR 5.50 per share in proportion to the number of shares in the Company they already hold. The total maximum amount of the rights issue amounted to up to EUR 37.3 million. The shares offered for subscription in the rights issue represented at a maximum approximately 16.7 per cent of the total number of the shares prior to the rights issue. The shares were offered to the shareholders for subscription on 29 May 2009. Each shareholder received one subscription right for each share. The subscription rights were subject to public trading on NASDAQ OMX Helsinki during the period 4 June - 10 June 2009. A holder of the subscription rights was entitled to subscribe for one new share for every six subscription rights. The subscription period commenced on 4 June 2009 and expired on 17 June 2009.

Grimaldi Group had undertaken to ensure that new shares are subscribed in the rights issue amounting to a value of EUR 24,221,659. The subscription undertaking given by Grimaldi Group concerned 4,403,938 new shares.

The reason for the rights issue was the repayment of the hybrid bond, which the Company had issued in spring 2009, to strengthen the Company’s capital structure and working capital financing. The prospectus relating to the offering was published at the beginning of June 2009 in accordance with the Finnish Securities Market Act.

In the rights issue 6,129,079 shares were subscribed. The amount corresponds to 90.4% of the offered shares. The gross proceeds raised by Finnlines Plc in the rights issue were EUR 33,709,935. Shares subscribed for in the offering were subject to public trading on the NASDAQ OMX Helsinki during 18-25 June 2009 as interim shares. The new 6,129,079 Finnlines Plc shares subscribed for were registered with the Finnish Trade Register on 25 June 2009. The new shares carry shareholders´ rights from the date of registration. The new shares were taken to public trading on NASDAQ OMX Helsinki together with the old shares on 26 June 2009. Following the registration of the new shares with the Trade Register, the number of Finnlines Plc’s shares amounts to 46,821,037 shares and share capital to EUR 93,642,074.

Special audit

group contributions granted to subsidiaries
audit of the fact that no group contribution has been granted
from subsidiaries to the parent company
dividends paid by subsidiaries to the parent company
investment programme
the sale of two vessels by parent company to subsidiaries.

Mr. Hannu Niilekselä has on 14 September 2009 issued his report addressed to the General Meeting of Shareholders of Finnlines Plc. The report, which will be presented to the shareholders of Finnlines Plc at the Annual General Meeting of Shareholders in spring 2010, does not include anything that gives the Company reason to change its earlier view according to which the measures taken have had commercial grounds and that the Company has in all respects acted in the best interest of the Company and its shareholders.

Fairway dues

The Administrative Court of Helsinki has rendered three decisions based on which it can be firmly argued that the Acts on the fairway dues in force until 1 January 2006 were not in accordance with the Community legislation. Consequently, the Company has applied for refund of fairway dues for 2005, amounting to EUR 2.7 million. This sum is supposed to be refunded during the last months of the year and was booked during the first quarter in other operating income. Finnlines will also apply for refund for other years for which the documents are available. At this stage, no estimates of the amounts or the handling time can be given.

Financial performance

July-September 2009

During July-September, the Finnlines Group recorded revenue totalling EUR 130.5 (193.8 in 2008) million, a decline of 32.7 %. Shipping and Sea Transport Services generated revenue amounting to EUR 118.8 (170.2) million and Port Operations EUR 17.5 (30.7) million. No asset sales were done during July-September 2009. Other income from operations amounted to EUR 0.4 (0.7) million. Earnings before depreciation and amortisation (EBITDA) was EUR 13.3 (25.8) million. Earnings before interest and taxes (EBIT) was EUR -1.7 (10.6) million. Financial income was EUR 1.3 (0.9) million and financial expenses totalled EUR -6.1 (-11.2) million. The decline was mainly due to lower interest rates. Earnings before taxes (EBT) was EUR -6.5 (0.3) million. Earnings per share (EPS) were EUR -0.12 (0.02). Return on equity (ROE) was -4.8 (0.8) % and return on investment (ROI) was 0.3 (2.7) %.

January-September 2009

The Finnlines Group recorded revenue totalling EUR 372.3 (577.9 in 2008) million, a decline of 35.6%. Shipping and Sea Transport Services generated revenue amounting to EUR 333.6 (503.6) million and Port Operations EUR 56.4 (96.6) million. Other income from operations amounted to EUR 12.1 (1.8) million. This included the sales gain amounting EUR 4.4 million from the sales of vessel MS Finnhansa, a sales gain EUR 1.9 million from the sales of subsidiary shares, the EUR 2.7 million refund of the fairway dues of 2005, a sales gain of EUR 1.2 million from the sales of apartments and warehouses, and a sales gain of EUR 0.6 million from the sale of a small port operation.

Earnings before depreciation and amortisation (EBITDA) were EUR 28.1 million (86.1). Earnings before interest and taxes (EBIT) was EUR -18.1 (42.1) million. Financial income was EUR 2.9 (2.2) million and financial expenses totalled EUR -25.0 (-27.8) million. Earnings before taxes (EBT) was EUR -40.2 (16.5) million. Earnings per share (EPS) were EUR -0.82 (0.34). Return on equity (ROE) was -10.5 (4.3) % and return on investment (ROI) was -1.7 (4.5) %.

Investments and financing

The Group's capital expenditure was EUR 17.0 (204.2) million. Interest-bearing net debt amounted to EUR 860.0 (896.3) million. The equity ratio calculated from the balance sheet was 29.4 (28.8) %. Gearing was 198.0 (199.4) %. The liquidity of the Company was good during the period under review. At the end of the period, cash and deposits together with unused committed working capital credits amounted to EUR 63.7 million (not including the undrawn committed credits for newbuildings amounting to EUR 123 million).

Personnel

The Group employed an average of 2,273 (2,461) persons during the period, consisting of 1,294 (1,496) persons on shore and 979 (965) persons at sea.

Group structure

The Group has started a significant process to merge group companies and businesses in order to make savings in administration and personnel.

Finnlines Plc and its wholly owned subsidiaries, Ropax Oy Eagle, Ropax Oy Fellow, Ropax Oy Maid, Ropax Oy Star and FL-Sailor's Shop Oy have signed a merger plan on June 24 2009, in order to merge into their parent company Finnlines Plc. The merger plans were registered in the Trade Register in July 2009.

According to each merger plan, the assets and liabilities of the mentioned subsidiaries are to be transferred without liquidation proceedings to the parent company Finnlines Plc. In the mergers, no consideration is paid as the parent company owns all the shares in the mentioned merging subsidiaries. The mergers do not require any changes in the Articles of Association of Finnlines Plc. The registration of the execution of the mergers is planned to take place on 31 December 2009. According to the auditor’s statement regarding the merger plans, issued by Deloitte & Touche Oy/ Mr. Mikael Leskinen, APA, the mergers do not jeopardize the payment of the liabilities of Finnlines Plc. In addition, Containersteve Oy and Finncare Oy are planned to be merged into TBE-Systems Oy, and wind-ups of certain smaller non-operating subsidiaries are processed.

The Finnlines share

The Company’s registered share capital on 30 September 2009 was EUR 93,642,074 divided into 46,821,037 shares. A total of 1.3 (7.1) million Finnlines shares were traded on the NASDAQ OMX Helsinki during the period. The market capitalisation of the Company’s stock at the end of September was EUR 369.9 (477.3) million. Earnings per share (EPS) during the period were EUR -0.82 (0.34). Shareholders’ equity per share was EUR 9.26 (11.01).

Risks

Taxation of internal ship sales carried out in 2007 by the Swedish subsidiary company Rederi AB Nordö-Link includes uncertainties. The Company has discussed the tax treatment of the capital gains arisen from the ship disposals with the Swedish tax authorities, and the tax authorities issued their official decision on the tax treatment in question in October. The decision of the tax authorities was that a EUR 9.5 million tax debt should be paid. The Company has though been granted postponement of this payment as it will appeal in the matter. As the Company recorded a deferred tax liability due the temporary timing difference in the tax year in question, the matter is not estimated to have any significant effect on the Company’s result in 2009.

There are no other material changes in the risks disclosed earlier.

Litigation

During the night from 28 to 29 March 2009, there was an oil spill on MS Finneagle, a vessel owned by the Company, while she was heading from Kapellskär to Naantali. As a result, approximately 4 m³ of light fuel oil leaked from the vessel into the sea between the Åland Sea and the Port of Naantali. At the end of March, the Finnish authorities initiated investigations, which are still pending. The vessel or the Company has not received any notice or information on any environmental damage. The Company immediately started its own investigations and is working in cooperation with the authorities in order to clarify the matter. Possible damages are covered by the Company’s P&I Insurance.

Events after Reporting Period

Finnlines Group has sold its container and terminal operations in Oslo Port. This transaction will have a limited effect on result.

Outlook for 2009

The rapidly deteriorated economic conditions in Europe and the whole world impacted Finnlines’ operations during the nine months of the year. The Company has responded to the sharp drop in cargo volumes by employing the tonnage in a much more efficient way, by initiating significant structural measures in order to improve competitiveness and by personnel adjustments and divestments including re-delivery of excess tonnage. The cost-savings are already beginning to improve the Company’s profitability and the company expects these improvements to continue for the remaining part of the year.

The Group’s Financial statement bulletin for 1 January – 31 December 2009 will be published on 17 February 2010.

Finnlines Plc
The Board of Directors

ENCLOSURES

Group income statement
Balance Sheet
Changes in Shareholders Equity
Cash Flow Statement
Revenue and result by business segment
Property, plant and equipment
Financial indicators
Contingencies and Commitments
Revenue and result by quarter

DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main media

Interim Q3 2009 figures

Finnlines q3 2009 eng figures.pdf 907.18 kB

Ilmoitus Finnlines Oyj:n osakkeenomistajille tytäryhtiösulautumisista

Mon, 28 Sep 2009 09:26:33 GMT

Pörssitiedote 28.9.2009 klo 12.20

Ilmoitus Finnlines Oyj:n osakkeenomistajille tytäryhtiösulautumisista

Finnlines Oyj (Y-tunnus 0201153-9) ja sen kokonaan omistamat tytäryhtiöt, kukin erikseen, Ropax Oy Eagle (Y-tunnus 0703384-1), Ropax Oy Fellow (Y-tunnus 1542281-2), Ropax Oy Maid (Y-tunnus 0113108-8), Ropax Oy Star (Y-tunnus 0783510-7) ja FL-Sailor's Shop Oy (Y-tunnus 1782737-0), ovat allekirjoittaneet 24.06.2009 sulautumissuunnitelman, jonka mukaan Ropax Oy Eagle, Ropax Oy Fellow, Ropax Oy Maid, Ropax Oy Star ja FL-Sailor's Shop Oy sulautuvat emoyhtiöönsä Finnlines Oyj:hin. Sulautumissuunnitelmat on merkitty kaupparekisteriin 07.07.2009 (Ropax Oy Eagle), 10.07.2009 (Ropax Oy Fellow), 03.07.2009 (Ropax Oy Maid), 06.07.2009 (Ropax Oy Star) ja 09.07.2009 (FL-Sailor's Shop Oy).

Kunkin sulautumissuunnitelman mukaan kunkin yllä mainitun tytäryhtiön varat ja velat siirtyvät selvitysmenettelyttä emoyhtiö Finnlines Oyj:lle. Sulautumisissa ei suoriteta vastiketta, koska emoyhtiö omistaa kaikki kunkin sulautuvan yhtiön osakkeet. Sulautumiset eivät aiheuta muutosta Finnlines Oyj:n yhtiöjärjestykseen. Sulautumisten tavoitteena on selkeyttää konsernin yritysrakennetta, tehostaa liiketoimintaa ja vähentää hallinnollisia kustannuksia. Sulautumisten täytäntöönpanojen suunnitellut rekisteröintiajankohdat ovat 31.12.2009. Kunkin sulautumisen osalta hyväksytyn tilintarkastajan (KHT yhteisö Deloitte & Touche Oy / KHT Mikael Leskinen) antaman lausunnon mukaan sulautuminen ei ole omiaan vaarantamaan Finnlines Oyj:n nykyisten velkojen maksua.

Sulautumissuunnitelmat liitteineen ja osakeyhtiölain (624/2006) 16 luvun 11 §:ssä tarkoitetut asiakirjat ovat osakkeenomistajien nähtävänä tästä päivästä lähtien Finnlines Oyj:n lakiasiainosastolla osoitteessa Porkkalankatu 20 A, Helsinki. Jäljennökset näistä asiakirjoista lähetetään pyynnöstä osakkeenomistajalle. Jäljennökset ko.asiakirjoista voi tilata puhelimitse numerosta 010 343 4404 (Maria Holmén) tai sähköpostitse maria.holmen@finnlines.com

Jos Finnlines Oyj:n osakkeenomistajat, joilla on yhteensä vähintään viisi (5) prosenttia yhtiön osakkeista, esittävät kuukauden kuluessa tämän ilmoituksen julkaisemisesta kirjallisen vaatimuksen siitä, että sulautumisesta on päätettävä yhtiökokouksessa, kutsutaan ylimääräinen yhtiökokous osakeyhtiölain ja yhtiöjärjestyksen mukaisesti koolle. Vaatimus on toimitettava Finnlines Oyj:lle kirjallisesti osoitteella: Finnlines Oyj, Lakiasiainosasto, Tapani Voionmaa, PL 197, 00181 Helsinki.

Helsinki, syyskuun 24. päivänä 2009

Finnlines Oyj

Hallitus

Jakelu: NASDAQ OMX Helsinki

Announcement to the Shareholders of Finnlines Plc regarding merger of subsidiaries

Mon, 28 Sep 2009 09:25:14 GMT

Finnlines Plc Stock Exchange Release, 28 September, 2009

Announcement to the Shareholders of Finnlines Plc regarding merger of subsidiaries

Finnlines Plc (Business ID 0201153-9)and its wholly owned subsidiaries, each separately, Ropax Oy Eagle (Business ID 0703384-1), Ropax Oy Fellow (Business ID 1542281-2), Ropax Oy Maid (Business ID 0113108-8), Ropax Oy Star (Business ID 0783510-7) and FL-Sailor's Shop Oy (Business ID 1782737-0) have signed a merger plan on June 24, 2009, which indicates that Ropax Oy Eagle, Ropax Oy Fellow, Ropax Oy Maid, Ropax Oy Star and FL-Sailor's Shop Oy will merger into their parent company Finnlines Plc. The merger plans have been registered in the Trade Register on July 7, 2009 (Ropax Oy Eagle), July 10, 2009 (Ropax Oy Fellow), July 3, 2009 (Ropax Oy Maid), July 6, 2009 (Ropax Oy Star) and July 9, 2009 (FL-Sailor's Shop Oy).

According to each merger plan the assets and liabilities of the mentioned subsidiaries are to be transferred without liquidation proceedings to the parent company Finnlines Plc. In the mergers, no consideration is paid as the parent company owns all the shares in the mentioned merging subsidiaries. The mergers do not require any changes in the Articles of Association of Finnlines Plc. By the mergers, the company will clarify the structure of the group, strengthen the business and reduce administrative costs. The registration of the execution of the mergers is planned to take place on December 31, 2009. According to the auditor’s statement regarding the merger plans, issued by Deloitte & Touche Oy/ Mr Mikael Leskinen, APA, the mergers do not jeopardize the payment of the liabilities of Finnlines Plc.

The merger plans including enclosures and the documents mentioned in the Limited Liability Companies Act (624/2006) Chapter 16 section 11 will be available as from this day at Finnlines Plc’s head office, Porkkalankatu 20 A, 00180 Helsinki. Copies of the documents will be sent to shareholders on request. Copies can be ordered by telephone, phone number +358 10 343 4404 (Maria Holmén), or by e-mail: maria.holmen@finnlines.com

Should shareholders of Finnlines Plc, holding more than 5% of the shares of the company, within one month from publishing this announcement come up with a written demand that the merger has to be decided upon at a shareholders' meeting, such a shareholders' meeting will be called according to prevailing law and statutes. The written demand should be sent to: Finnlines Plc, Legal Department, Mr Tapani Voionmaa, P.O.Box 197, 00181 Helsinki.

Helsinki, September 24, 2009

Finnlines Plc

The Board of Directors

Distribution:

Nasdaq OMX Helsinki Ltd

Lausunto erityisestä tarkastukesta Finnlines Oyj:ssä

Wed, 16 Sep 2009 09:21:30 GMT

Finnlines Oyj Pörssitiedote 16.9.2009 klo 12.00

Lausunto erityisestä tarkastuksesta Finnlines Oyj:ssä

KHT Hannu Niilekselä, joka on Etelä-Suomen Lääninhallituksen 3.4.2009 antamalla päätöksellä määrätty toimittamaan erityinen tarkastus Finnlines Oyj:n hallinnosta ja kirjanpidosta 1.1.-31.12.2007 koskien Finnlines Oyj:n vuonna 2007 tytäryhtiöilleen antamia konserniavustuksia sekä eräitä muita tilikauden

aikaisia seikkoja ja toimenpiteitä, on 14.9.2009 antanut Finnlines Oyj:n yhtiökokoukselle osoitetun lausuntonsa.

Lausunto, joka tullaan esittämään Finnlines Oyj:n osakkeenomistajille vuoden 2010 varsinaisessa yhtiökokouksessa, ei sisällä mitään sellaista, joka antaa yhtiölle aiheen muuttaa aikaisempaa näkemystään siitä, että tehdyillä toimenpiteillä on ollut liiketaloudelliset perusteet ja että yhtiössä on toimittu kaikissa suhteissa yhtiön ja sen osakkeenomistajien edun mukaisesti.

Osakkeenomistajat saavat lausunnon pyynnöstä Finnlines Oyj:n pääkonttorista, Porkkalankatu 20A, 00180 Helsinki.

Finnlines Oyj

Jakelu: NASDAQ OMX Helsinki

Report Regarding Special Audit of Finnlines Accounts

Wed, 16 Sep 2009 09:15:32 GMT

Finnlines Plc Stock Exchange Release 16 September 2009

REPORT REGARDING SPECIAL AUDIT OF FINNLINES PLC'S ACCOUNTS

Hannu Niilekselä (APA), who was through decision of the County Administrative Board of Southern Finland on 3 April 2009 appointed to conduct a special audit of the accounts and administration of Finnlines Plc for the period 1 January

2007 to 31 December 2007 relating to the group contributions granted by Finnlines Plc to its subsidiaries in 2007 as well as to certain other matters and operations during the financial period, has on 14 September 2009 issued his report addressed to the General Meeting of Shareholders of Finnlines Plc.

The report, which will be presented to the shareholders of Finnlines Plc at the Annual General Meeting of Shareholders of 2010, does not include anything that gives the company reason to change its earlier view according to which the measures taken have had commercial grounds and that the company has in all respects acted in the best interest of the company and its shareholders.

The report will be available at request for shareholders of Finnlines Plc at the head office, Porkkalankatu 20A, 00180 Helsinki.

Finnlines Plc

DISTRIBUTION

Nasdaq OMX Helsinki Ltd

Interim report, second quarter 2009 and 1 Jan - 30 Jun 2009

Thu, 30 Jul 2009 14:48:22 GMT

Finnlines Plc Stock Exchange Release 30 July, 2009

INTERIM REPORT SECOND QUARTER 2009 AND 1 JANUARY – 30 JUNE 2009 (Unaudited)

SUMMARY

- Revenue EUR 124.4 million (EUR 199.0 million), decline 37.5 %

- Profit before depreciation and amortisation (EBITDA) EUR 15.0 million (EUR 32.4 million)

- Cash flow from operating activities were EUR 7.1 million (EUR 32.6 million)

- Earnings per share was -0.21 (0.21) EUR/share

January–June H1

- Revenue EUR 241.8 million (EUR 384.0 million), decline 37.0 %

- Profit before depreciation and amortisation (EBITDA) EUR 14.9 million (EUR 60.3 million)

- Cash flow from operating activities were EUR -7.1 million (EUR 30.3 million)

- Earnings per share was -0.72 (0.33) EUR/share

Comparison Q1-Q2,2009

- Revenue Q2 EUR 124.4 million compared to Q1 EUR 117.4 million, increase 5.9 %

- Result before depreciation and amortisation (EBITDA) Q2 EUR 15.0 million compared to Q1 EUR -0.2 million.

- Cashflow from operating activities Q2 EUR 7.1 million compared to Q1 EUR -14.1 million

GROUP KEY FIGURES

EUR million	4-6 2009	1-3 2009	1-6 2009	1-6 2008	1-12 2008
Net revenue	124.4	117.4	241.8	384.0	735.7
EBITDA	15.0	-0.2	14.9	60.3	98.1
EBIT	-0.3	-16.0	-16.4	31.5	35.4
% of revenue	-0.3	-13.7	-6.8	8.2	4.8
EBT	-7.1	-26.6	-33.7	16.2	-3.2
Profit / loss for the period	-8.0	-21.0	-29.0	13.5	1.0
EPS, EUR	-0.21	-0.52	-0.72	0.33	0.01
ROE, %	-7.3	-19.2	-13.2	6.1	0.2
ROI,%	0.0	-4.7	-2.4	5.5	2.9
Gearing, %	192.6	206.7	192.6	189.1	205.5
Equity ratio, %	28.6	28.5	28.6	29.2	28.5

EBITDA = Result before interest, taxes, depreciation and amortisation

EBIT = Result before interest and taxes

EBT =Result before taxes

The market has shown no recovery during the second quarter. Cargo volumes have stayed low and the revenue has dropped by about 37% compared to January-June 2008. Despite the difficult market situation the company has through certain significant measures been able to improve its Profit before depreciation and amortisation (EBITDA) in Q2 2009 by EUR 15.2 million from Q1 2009.

The main items addressed, in addition to the changes in the traffic, were the surplus tonnage, vessel costs, IT costs, administration costs , headcount and the sale of non-core assets. Actions in all of these have brought good results in a very short time, but the work is not yet finished.

The Company

Finnlines is specialising in liner roro/ropax-services. The operations of the Company are centred on sea transports in the Baltic Sea and North Sea areas and on providing port services mainly in Finland. Through its subsidiaries and associated companies, the Group has operations in eight northern European countries and in Russia. The Group’s services are also offered throughout Europe via an extensive network of agents.

The Company is part of the Italian Grimaldi Group.

Market development

The sharp drop in volumes experienced in the last quarter of 2008 continued during the first half of the year. During January-May, the Finnish seaborn imports carried in container, lorry and trailer units fell by 26.7 % and exports by 29.7% in comparison with the corresponding period of the previous year (measured in tons). Similarly, the trailer and lorry volumes transported by sea between the Southern Sweden and Germany declined by 22.9% from previous year. The passenger traffic between Finland and Germany decreased by 15.2% overall but the decrease was due to reduced lorry drivers accompanying their vehicles. The overall passenger traffic between Finland and Sweden increased by about 5.5%. Finnlines’pure passenger traffic volumes increased by 3 % during the first half of the year.

Significant events during the reporting period

Traffic

Finnlines has done a lot of changes in different routes in order to optimize the utilization of its fleet. In mid-February, MS Europalink was moved from the Malmö-Travemünde route to the Helsinki-Travemünde route. At the same time, MS Transeuropa was transferred from the Helsinki-Travemünde route to the Lübeck-St.Petersburg route. In mid-April, MS Finneagle was moved from the Naantali-Kapellskär route to the Malmö-Travemünde route and further MS Nordlink was moved from the Malmö-Travemünde route to the Helsinki- Travemünde route.

As from June 1, 2009 the company started-up a set of new, fast and comfortable Motorways of the Sea for freight and passengers between Finland and Poland (Helsinki-Gdynia-Helsinki) and between Poland and Germany (Gdynia-Travemünde-Gdynia). Each of these new services offers three departures per week in each direction. The Helsinki-Gdynia crossing is performed in under 19 hours (compared to more than 26 hours before, when the connection was only for cargo); the direct connection Helsinki-Travemünde is completed in less than 27 hours; sailing time on Gdynia-Travemünde is 15 hours.

At the same time, the company has strengthened its services on the key Travemünde-Helsinki-Travemünde (Germany-Finland) trade by increasing the number of weekly sailings to ten.

Additionally, as from May 16, Finnlines offers to all its freight customers a wide range of destinations in 13 Mediterranean countries. This is done in cooperation with Grimaldi Group. The company has also started a new weekly link between Helsinki and St. Petersburg that is interconnected with the services calling all the destinations served by both Finnlines and Grimaldi Lines.

The cargo volumes transported during the first half of the year totalled approximately 305,000 (429,000 in 2008) units, 17,000 (61,000) cars (not including cars of the passengers) and, in addition, 981,000 (1,526,000) tonnes of freight not possible to measure in units. In addition, some 245,000 passengers were transported (around 297,000 in 2008), which figure includes freight-related passengers. The pure passenger traffic volumes increased by 3 %.

Savings

The fleet capacity was rationalized and employed in a more efficient way also in reaction to the sharp decline in cargo volumes. In April Finnlines Plc's subsidiary Hanseatic Shipping sold MS Finnhansa to Grimaldi Group at the market price of EUR 40 million with a one month's notice call option for repurchase by Finnlines Plc at the same price. The vessel Finnhansa had been left idle due to the economic situation and the selling of the vessel will reduce the costs of Finnlines. The company booked a profit of about EUR 4.4 million on the sale of the vessel.

During April-July, Finnlines managed to generate considerable savings by redelivering two and subletting seven chartered ro-ro vessels.

A new purchasing department was established and all purchases are performed and managed by this department. This move together with general savings program has proved to be very efficient way to cut expenses partly in the region of about 30%.

There has been temporary lay-offs in the ports where the company is operating and the number of employees have been reduced in the offices. The effect of these measures will mostly be shown in the result during the remaining part of the year.

New CEO for Finnlines Group

Finnlines Plc's President and CEO, Mr.Christer Antson, resigned on 23 March.

Mr. Uwe Bakosch was apppointed new President and CEO on 24 March. He started working at the end of June 2009. Mr. Emanuele Grimaldi, member of the Board, acted as temporary President and CEO for the company from 24 March until the end of June.

Mr. Bakosch, aged 51, is a German citizen. His previous positions have been among others: the Managing Director of ATG Autotransport Logistic GmbH (100% subsidiary of Deutsche Bahn), Executive Vice President of DB Intermodal, Scandlines AG - Member of the Board, Managing Director of Scandlines Deutschland GmbH, as well as Scandlines Danmark AS, Commercial Director at United European Car Carriers AS, as well as various managerial functions in Volkswagen AG and in Island View Shipping in South Africa.

Hybrid bond

The Board of Directors of Finnlines Plc resolved to issue a hybrid bond in order to strengthen the Group's capital structure on 23 March. The principal amount of the bond was EUR 21 million and the coupon of the bond is 12 per cent per annum. The bond has no maturity but the company may redeem the securities after three years or at any time in certain events including issue of new shares. The bond was placed with the Company's two main shareholders.

Following the successful share issue in June, the Board decided that the hybrid bond together with accrued interest will be redeemed on 4 August, 2009.

Annual General Meeting

The Annual General Meeting approved the Financial Statements and discharged the company's officers from liability for the financial year 2008.

It was decided that no dividend shall be paid for the year 2008.

The meeting decided that the number of Board Members be six.

Deloitte & Touche Oy was re-elected as the Company's auditor for the fiscal year 2009.

The Board of Directors was authorized to resolve on the issuance of shares in one or several instalments. The Board of Directors may, on the basis of the authorization, resolve on the issuance of shares in one or several instalments, so that the aggregate number of shares to be issued shall not exceed 20,000,000 shares. The Board of Directors can decide 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 authorization is valid until the next Annual General Meeting. The share issue authorization granted to the Board of Directors by the previous Annual General Meeting 20 May, 2008 was cancelled.

The Annual General Meeting decided to amend § 10 of the Articles of Association of the Company as follows:

Share issue

On 26 May, 2009 the Board of Directors of Finnlines resolved upon a rights issue, in which the Company offered up to 6,781,993 Company shares to be subscribed for by the shareholders based on their pre-emptive subscription rights so that each shareholder of the Company had the pre-emptive right to subscribe for new shares for the subscription price of EUR 5.50 per share in proportion to the number of shares in the Company they already hold. The total maximum amount of the rights issue amounted to up to EUR 37.3 million. The shares offered for subscription in the Rights Issue represent at maximum approximately 16.7 per cent of the total number of the Company’s shares prior to the rights issue. The shares were offered to the shareholders of the Company for subscription in proportion to their shareholdings on 29 May 2009. Each shareholder received one subscription right for each share. The Subscription Rights were subject to public trading on NASDAQ OMX Helsinki Ltd. during the period 4 June - 10 June 2009. A holder of the subscription rights was entitled to subscribe for one new share for every six subscription rights. The subscription period commenced on 4 June 2009 and expired on 17 June 2009.

Grimaldi Group had undertaken to ensure that new shares are subscribed in the rights issue amounting to a value of EUR 24,221, 659. The subscription undertaking given by Grimaldi Group, concerned 4,403,938 New Shares.

The reason for the rights issue was the repayment of the hybrid bond which the Company issued in spring 2009, the strengthening of the Company’s capital structure and the working capital financing. The prospectus in accordance with the Finnish Securities Market Act relating to the offering was published at the beginning of June 2009.

In the rights issue 6,129,079 shares were subscribed. The amount corresponds to 90.4 percent of the offered shares. The gross proceeds raised by Finnlines Plc in the rights issue were EUR 33, 709,935. Shares subscribed for in the offering were subject to public trading on the NASDAQ OMX Helsinki Ltd. during 18-25 June 2009 as interim shares. The new 6,129,079 Finnlines Plc shares subscribed for were registered with the Finnish Trade Register on 25 June 2009. The new shares carry shareholders´ rights from the date of registration. The new shares were taken to public trading on NASDAQ OMX Helsinki Ltd. together with the old shares on 26 June 2009. Following the registration of the new shares with the Trade Register, the number of Finnlines Plc’s shares amounts to 46,821, 037 shares and share capital to EUR 93,642,074.

Special audit

The County Administrative Board of Southern Finland appointed Hannu Niilekselä (APA) to perform the special audit of accounts and administration of Finnlines Plc for the reporting period from 1 January, 2007 to 31 December 2007. The special audit relates to the following matters and operations:

- group contributions granted to subsidiaries

- audit of the fact that no group contribution has been granted

from subsidiaries to the parent company

- dividends paid by subsidiaries to the parent company

- investment programme

- the sale of two vessels by parent company to subsidiaries.

The County Administrative Board rejected Ilmarinen’s application in respect of applying special audit to cover the accounts and administration as whole for the reporting period from 1 January, 2007 to 31 December 2007, only above mentioned matters should be included in special audit. At the end of June 2009 the audit was going on.

Fairway dues

The Administrative Court of Helsinki has rendered three decisions, today final, based on which it can be firmly argued that the Acts on the fairway dues in force until 1 January 2006 were not in accordance with the Community legislation. On the basis of this, the company has applied for refund of fairway dues for 2005, amounting to EUR 2.7 million. This sum is supposed to be refunded during autumn 2009 and is booked during the first quarter in other operating income. Finnlines will also apply for refund for other years for which the documents are available. At this stage, no estimates of the amounts nor the handling time can be given.

Financial performance

April-June 2009

During April-June the Finnlines Group recorded revenue totalling EUR 124.4 (199.0 in 2008) million. Shipping and Sea Transport Services generated revenue amounting to EUR 111.5 (173.4) million and Port Operations EUR 18.7 (33.5) million. Other income from operations amounted to EUR 8.0 (0.5) million, including sales gain amounting EUR 4.4 million from the sales of vessel MS Finnhansa, sales gain EUR 1.9 million from the sales of subsidiary shares and sales gain of 1.2 million from the sales of apartments and warehouses. Profit before depreciation and amortisation (EBITDA) was EUR 15.0 (32.4) million.

Result before interest and taxes (EBIT) was EUR -0.3 (17.5) million. Financial income was EUR 0.4 (2.1) million and financial expenses totalled EUR -7.1 (-8.9) million. Result before taxes (EBT) was EUR -7.1 (10.7) million.

January-June 2009

The Finnlines Group recorded revenue totalling EUR 241.8 (384.0 in 2008) million. Shipping and Sea Transport Services generated revenue amounting to EUR 214.8 (333.4) million and Port Operations EUR 38.9 (65.9) million. Other income from operations amounted to EUR 11.7 (1.1) million, including EUR 2.7 million from the fairway dues of 2005 and a, sales gain of EUR 0.6 million from the sale of a small port operation booked as income for the first quarter and the items in the second quarter reported above. Profit before depreciation and amortisation (EBITDA) was EUR 14.9 million (60.3). Result before interest and taxes (EBIT) was EUR -16.4 (31.5) million. Financial income was EUR 1.6 (3.2) million and financial expenses totalled EUR -18.9 (-18.5) million. Result before taxes (EBT) was EUR -33.7 (16.2) million. Earnings per share (EPS) were EUR -0.72 (0.33). Return on equity (ROE) was -13.2 (6.1) % and return on investment (ROI) was -2.4 (5.5) %.

Investments and financing

The Group's investments were EUR 15.8 (147.9) million. Interest-bearing net debt amounted to EUR 848.2 (843.4) million. Hybrid bond is treated as a short term liability in the balance sheet after the decision to redeem it on August 4, 2009. The equity ratio calculated from the balance sheet was 28.6 (29.2) %. Gearing was 192.6 (189.1) %. The liquidity of the company was good. Cash and deposits amounted to EUR 67 million and unused committed working capital credits amounted to EUR 57 million (not including the undrawn committed credits for newbuildings amounting EUR 123 million).

Personnel

The Group employed an average of 2,285 (2,388) persons during the period, consisting of 1,325 (1,469) persons on shore and 960 (919) persons at sea.

Group structure

The Group has started a significant process to merge group companies and businesses in order to make savings in administration and personnel.

The Finnlines share

The Company’s registered share capital on 30 June, 2009 was EUR 93,642,074 divided into 46,821,037 shares. A total of 0.6 (5.5) million Finnlines shares were traded on the NASDAQ OMX Helsinki Ltd. during the period. The market capitalisation of the Company’s stock at the end of June was EUR 267.3 (553.4) million. Earnings per share (EPS) during the period were EUR -0.72 (0.33). Shareholders’ equity per share was EUR 9.39 (10.92).

Risks

There is no material changes in the risks disclosed in the notes to the financial statements 2008.

Litigation

During the night from 28 to 29 March 2009, there was an oil spill on MS Finneagle, a vessel owned by the Company, while she was heading from Kapellskär to Naantali. As a result, approximately 4 m³ of light fuel oil was leaked from the vessel into the sea between the Åland Sea and the Port of Naantali. The Finnish authorities initiated investigations on 30 March 2009 and the investigation is still pending. The vessel or the Company has not received any notice or information on any environmental damage. The Company immediately started its own investigations and is working in cooperation with the authorities in order to clarify the matter. Possible damages are covered by the Company’s P&I Insurance.

Outlook for the remaining part of 2009

The rapidly deteriorated economic conditions in Europe and the whole world impacted Finnlines operations during the first half of the year. The Company has responded to the sharply dropped cargo volumes by rationalizing and employing the tonnage in a much more efficient way, cost-saving initiatives, personnel adjustments and divestments. The market conditions are supposed to remain weakfor the rest of the year. However, the company will benefit from the continuing measures of cost-efficiency on the major fields of cost drivers, synergies found on a total Group level, chartering out excessive tonnage and redelivery of tonnage by the end of the year. The savings from these actions will mostly be shown in the result during the remaining part of 2009.

The Company expects that the improvement in the earnings which has taken place in the second quarter compared to the first quarter will continue for the remaining part of the year.

The next interim report for the 3rd quarter and 1 January – 30 September 2009 will be published on 4 November 2009.

Finnlines Plc

The Board of Directors

ENCLOSURES

-Group income statement

-Balance Sheet

-Changes in Shareholders Equity

-Cash Flow Statement

-Revenue and result by business segment

-Property, plant and equipment

-Financial indicators

-Contingencies and Commitments

-Revenue and result by quarter

DISTRIBUTION

NASDAQ OMX Helsinki Ltd.

Main media

Interim II 2009

interim II 2009 financials.pdf 137.32 kB

Finnlines Oyj:n osakemäärän ja osakepääoman korotus

Thu, 25 Jun 2009 06:24:53 GMT

FINNLINES OYJ Pörssitiedote 25.6.2009 klo 09.15

Ei julkistettavaksi tai levitettäväksi, suoraan tai epäsuorasti, Yhdysvalloissa, Kanadassa, Australiassa, Hong Kongissa tai Japanissa

Finnlines Oyj:n osakemäärän ja osakepääoman korotus

Finnlines Oyj:n merkintäetuoikeusannissa merkityt 6 129 079 uutta Finnlines Oyj:n osaketta on rekisteröity kaupparekisteriin tänään 25.6.2009. Uudet osakkeet tuottavat osakeoikeudet rekisteröintipäivämäärästä lukien.

Finnlines Oyj:n osakemäärä nousee yhteensä 6 129 079 osakkeella eli 40 691 958 osakkeesta 46 821 037 osakkeeseen. Yhtiön osakepääoma nousee vastaavasti 81 383 916 eurosta 93 642 074 euroon.

Kaupparekisteriin nyt rekisteröidyt osakkeet otetaan julkisen kaupankäynnin kohteeksi Nasdaq OMX Helsinki Oy:ssä yhdessä vanhojen osakkeiden kanssa arviolta 26.6.2009 alkaen.

17.6.2009 päättyneessä osakeannissa yhtiö keräsi bruttomäärältään 33 709 934,50 euroa.

Finnlines Oyj

Seija Turunen

Talous- ja rahoitusjohtaja

JAKELU

Nasdaq OMX Helsinki Oy

Keskeiset tiedotusvälineet

Rajoitukset

Osakeantiin sovelletaan Suomen lakia. Merkintäoikeuksien, Yhtiön osakkeiden tai osakeannin rekisteröimiseksi tai osakkeiden yleiseksi tarjoamiseksi missään muualla kuin Suomessa ei ole ryhdytty minkäänlaisiin toimenpiteisiin. Merkintäoikeuksia tai osakkeita ei saa suoraan tai välillisesti tarjota, myydä, myydä edelleen, siirtää tai toimittaa sellaisissa valtioissa tai hallintoalueella tai muutoin olosuhteissa, joissa se olisi lainvastaista tai edellyttäisi muun kuin Suomen lain mukaisia toimia, mukaan lukien Yhdysvallat, paitsi Yhdysvaltain ja sen osavaltioiden arvopaperilakien sallimissa poikkeustapauksissa rekisteröintivelvollisuudesta, Australia, Kanada, Hong Kong ja Japani. Tätä asiakirjaa tai arvopaperimarkkinalain mukaista esitettä ei saa toimittaa henkilöille edellä mainittuihin maihin eikä sitä saa jäljentää millään tavoin ja Merkintäoikeuden kirjaaminen edellä mainituissa maissa olevien osakkeenomistajien tai muiden henkilöiden Suomessa sijaitsevalle arvo-osuustilille ei ole tarjous myydä eikä ostaa Merkintäoikeutta tai osakkeita näille henkilöille. Yhtiöllä tai Yhtiön edustajilla ei ole minkäänlaista oikeudellista vastuuta tällaisista rikkomuksista riippumatta siitä, ovatko tällaiset rajoitukset Yhtiön osakkeisiin sijoittamista harkitsevien tiedossa vai eivät. Yhtiö pidättää itsellään oikeuden, omassa yksinomaisessa päätösvallassaan, hylätä minkä tahansa osakkeen merkinnän, jonka Yhtiö uskoo aiheuttavan lain, säännön tai määräyksen rikkomisen tai rikkomuksen.

Increase in the amount of shares and share capital of Finnlines Plc

Thu, 25 Jun 2009 06:23:26 GMT

Stock Exchange Release 25 June 2009

Not for release in the United States, Canada, Australia, Hong Kong or Japan

Increase in the amount of shares and share capital of Finnlines Plc

The new 6 129 079 Finnlines Plc shares subscribed for in the Finnlines Plc’s rights issue have been registered with the Finnish Trade Register today 25 June 2009. The new shares will carry shareholders´ rights from the date of registration.

The amount of shares of Finnlines Plc will increase by altogether 6 129 079 shares, from 40 691 958 shares to 46 821 037 shares. The company’s share capital will subsequently rise from EUR 81 383 916 to EUR 93 642 074.

The shares which have been registered with the Finnish Trade Register will be taken to public trading on NASDAQ OMX Helsinki Ltd. together with the old shares on or about 26 June 2009.

In the rights issue which ended 17 June 2009 the gross proceeds raised by Finnlines Plc were EUR 33 709 934.50.

Finnlines Plc

Seija Turunen

CFO

DISTRIBUTION

NASDAQ OMX Helsinki Ltd

Main Media

Disclaimer

The rights issue shall be governed by the laws of Finland. No action has been taken, except solely in Finland, in order to register the Subscription Rights, the shares or the rights issue or for the general offering of shares. The Subscription Rights or shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States of America, except for the exceptions to registration obligation allowed by the securities laws of the United States of America and its states, Australia, Canada, Hong Kong and Japan. This document or the prospectus in accordance with the Finnish Securities Market Act may not be delivered to persons in the above-mentioned countries and it must not be copied in any way whatsoever and the registering of a Subscription Right to a book-entry account in Finland for shareholders residing in the above-mentioned countries or other persons is not an offer to sell or purchase Subscription Rights or shares to these persons. The Company or the Company’s representatives do not have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company reserves the right to, in its sole discretion reject any type of share subscription, which the Company believes would cause the violation or breach of legislation, rule or regulation.

Ilmoitus hybridilainan takaisinmaksusta

Tue, 23 Jun 2009 18:27:46 GMT

Finnlines Oyj Pörssitiedote II 23.6.2009 klo 21.10

ILMOITUS HYBRIDILAINAN TAKAISINMAKSUSTA

Finnlines Oyj:n osakeanti päättyi 17.6.2009. Yhtiö keräsi osakeannilla bruttomäärältään 33,7 miljoonaa euroa.

Kuten yhtiö on kertonut, osakeannista saadut varat käytetään ensisijaisesti maaliskuussa 2009 liikkeeseen lasketun hybridilainan takaisinmaksuun.

Hybridilainan pääoma 21 miljoonaa euroa ja sille kertynyt 12 %:n korko maksetaan takaisin 4. elokuuta 2009.

Finnlines Oyj

Hallitus

JAKELU

Nasdaq OMX Helsinki Oyj

Keskeiset tiedotusvälineet

Finnlines hybrid bond to be repaid

Tue, 23 Jun 2009 18:26:25 GMT

Finnlines Plc Stock Exchange Release II 23 June, 2009

FINNLINES HYBRID BOND TO BE REPAID

Finnlines Plc’s rights issue ended 17 June 2009. The gross proceeds raised by the company in the rights issue were EUR 33.7 million.

As informed earlier, the funds received in the share issue are primarily used for the redemption of the hybrid bond which was launched in March 2009.

The redemption date for the hybrid bond of EUR 21 million and the accrued interest of 12% is 4 August, 2009.

Finnlines Plc

Board of Directors

Distribution

NASDAQ OMX Helsinki Plc

Main Media

Merkintäetuoikeusannin lopullinen tulos

Tue, 23 Jun 2009 18:25:08 GMT

FINNLINES OYJ PÖRSSITIEDOTE 23.6.2009 klo 21.05

Ei julkistettavaksi tai levitettäväksi, suoraan tai epäsuorasti, Yhdysvalloissa, Kanadassa, Australiassa, Hong Kongissa tai Japanissa

FINNLINES OYJ:N MERKINTÄETUOIKEUSANNIN LOPULLINEN TULOS

Finnlines Oyj:n 17.6.2009 päättyneessä merkintäetuoikeusannissa merkittiin 6 129 079 osaketta, mikä vastaa 90,4 prosenttia tarjotuista osakkeista. Finnlines Oyj keräsi osakeannilla bruttomäärältään 33 709 934,50 euroa.

Finnlines Oyj:n hallitus on tänään hyväksynyt 4.6.-17.6.2009 järjestetyssä osakeannissa tehdyt merkinnät.

Osakeannissa merkityt osakkeet ovat olleet 18.6.2009 alkaen kaupankäynnin kohteena Nasdaq OMX Helsinki Oy:ssä väliaikaisina osakkeina ("Väliaikaiset Osakkeet"). Kaikki osakeannissa merkityt osakkeet rekisteröidään kaupparekisteriin arviolta 25.6.2009, jonka jälkeen väliaikaiset osakkeet yhdistetään Finnlines Oyj:n nykyiseen osakelajiin. Väliaikaiset Osakkeet ovat kaupankäynnin kohteena Nasdaq OMX Helsinki Oy:ssä yhdessä vanhojen osakkeiden kanssa arviolta 26.6.2009 alkaen.

Uusien osakkeiden kaupparekisteriin merkitsemisen jälkeen yhtiön osakkeiden lukumäärä nousee 46 821 037 osakkeeseen ja osakepääoma 93 642 074 euroon. Kaikki osakeannissa merkityt osakkeet on maksettu kokonaisuudessaan. Osakeannissa merkityt osakkeet oikeuttavat täyteen osinkoon ja tuottavat muut osakkeenomistajan oikeudet Finnlines Oyj:ssä siitä lähtien, kun osakkeet on rekisteröity kaupparekisteriin.

Finnlines Oyj

Seija Turunen

Talous- ja rahoitusjohtaja

JAKELU

NASDAQ OMX Helsinki Oy

Keskeiset tiedotusvälineet

Rajoitukset

Final result of Finnlines rights issue

Tue, 23 Jun 2009 18:23:08 GMT

FINNLINES PLC STOCK EXCHANGE RELEASE 23 June 2009

Not for release in the United States, Canada, Australia, Hong Kong or Japan

FINAL RESULT OF FINNLINES PLC’S RIGHTS ISSUE

In the Finnlines Plc’s rights issue which ended 17 June 2009, 6 129 079 shares were subscribed for. The amount corresponds to 90.4 percent of the offered shares. The gross proceeds raised by Finnlines Plc in the rights issue were EUR 33 709 934.50.

The Board of Directors of Finnlines Plc has today approved subscriptions made in the offering carried out between 4 June and 17 June 2009.

Shares subscribed for in the offering have been subject to public trading on the NASDAQ OMX Helsinki Ltd. as of 18 June 2009 as interim shares (“Interim Shares”). All shares subscribed for in the rights issue will be registered with the Finnish Trade Register on or about 25 June 2009 after which the Interim Shares will be combined with Finnlines Plc’s existing class of shares. The Interim Shares will be subject to public trading on the NASDAQ OMX Helsinki Ltd. together with the other Finnlines Plc shares starting on or about 26 June 2009.

Following the registration of the new shares with the Trade Register, the number of Finnlines Plc’s shares will amount to 46 821 037 shares and share capital EUR 93 642 074. All shares subscribed for in the rights issue have been fully paid for. The subscribed shares will entitle their holders to full dividend and to all other rights attached to the shares in Finnlines Plc as of the registration of the shares with the Trade Register.

Finnlines Plc

Seija Turunen

CFO

DISTRIBUTION

NASDAQ OMX Helsinki Ltd

Main Media

Disclaimer

Finnlines Plc's Prospectus Approved

Fri, 29 May 2009 12:29:43 GMT

FINNLINES PLC’S RIGHTS ISSUE

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