Financial statements

and report on operations

1 January–31 December 2022

The Board’s Report on Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Consolidated statement of comprehensive income, IFRS. . . . . . . . . . . . . . . . . . . . . . . . 10

Consolidated statement of financial position, IFRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Consolidated cash flow statement, IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Consolidated statement of changes in equity, IFRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Notes to the consolidated financial statements, IFRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

1. Accounting principles for the consolidated financial statements . . . . . . . . . 14

2. Net sales and accounting principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

3. Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

4. Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

5. Employee benefit expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

6. Depreciation, amortisation and impairment losses. . . . . . . . . . . . . . . . . . . . . . . . .21

7. Financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

8. Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

9. Earnings per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

10. Subsidiaries and associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

11. Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

12. Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

13. Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

14. Carrying amounts of financial assets and financial liabilities by

category. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

15. Impairment of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

16. Investments in equity-accounted investees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

17. Non-current receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

18. Deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

19. Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

20. Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

21. Information about equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

22. Share-based remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

23. Defined benefit pension plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

24. Interest-bearing liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

25. Trade payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

26. Financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

27. Other leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

28. Contingencies and commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

29. Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

30. Acquisitions and divested businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

31. Legal proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

32. Events after the balance sheet date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

Distribution of ownership 31.12.2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Parent Company’s Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Parent Company’s Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43

Parent Company’s Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Notes to the Parent Company’s Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Accounting principles for the parent company’s financial statements . . . . . . . . . . 45

Notes to the Parent Company’s Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Notes to the Parent Company’s Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Other Notes of the Parent Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

The Parent Company’s Notes Concerning Personnel and Company Organs 51

Key figures for the parent company.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

The Board’s proposal for the distribution of profit, signatures of the Board’s

report on operations and financial statements and auditor’s note . . . . . . . . . . . . . . 52

Auditor’s Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Independent Auditor’s Report on ESEF-Consolidated Financial Statements . 57

Table of Contents

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

The year 2022 was a year of changes, and due to the war in Ukraine

and accelerating increase in costs, it required swift decisions on

streamlining the cost structure, reallocating resources and expand-

ing the market area. Net sales decreased by 13 per cent to EUR

122.5 million and the comparable net operating result was EUR 6.9

million. Rail services net sales decreased strongly after the onset of

the war, and we reduced the container positions significantly as a

result. Despite the considerable changes in the company’s business

environment, the company managed to improve its equity ratio by

3 percentage points to 34.7 per cent.

In early summer 2022, once it became clear that the war will be

prolonged, we decided to wind down the direct railway connection

between China and Finland and the reserved container position.

In addition, we closed the Eastern traffic forwarding office in Vaa-

limaa and the Vainikkala terminal, as well as the operations of the

St. Petersburg office. At the same time, we sped up the opening

of the Trans-Caspian route to serve traffic between China, Central

Europe and the EU. In the autumn, we opened an office in Vienna

to accelerate sales in Central Asian countries and Central Europe.

We opened a new railway route in the Nordic countries.

In Finland, we trimmed costs by reducing not only the container

position, but also offices and the number of personnel. The adjust-

ment measures resulted in non-recurring expenses of a total of

EUR 3.5 million burdening the result. We managed to pass on the

increase in costs caused by inflation fully to prices, and our pricing

power remained good.

The company’s unique position in railway logistics between Asia

and the Nordic countries is bearing fruit and also facilitates future

growth. Nurminen Logistics operates as both a railway operator

and forwarder in international railway operations. There are only a

few operators of this kind in Europe. Nurminen Logistics’ improved

awareness and position in the international railway market have

made it possible to open new routes with manageable risks and

expansion of the market area into the other Nordic countries. The

Nordic container traffic launched by the company has become

important also from the point of view of security of supply in the

current geopolitical situation.

The Cargo business continued its positive development in 2022.

Despite the end of Russian transit traffic, net sales in the Cargo

business grew by 36 per cent to EUR 19.8 million. The growth in net

sales accelerated towards the end of the year due to new customer

accounts. The operating result reached a good level of 10%. The

operational efficiency of the Cargo business improved further, and

the implementation of our service concept continued in accordance

with the strategy, focusing on customer accounts other than ware-

housing customers.

The Multimodal business in Sweden and starting Central European

traffic succeeded well, and we have gained a foothold in the market

where we will grow in 2023. The good development of the Baltic

operations continued steadily throughout 2022.

Net sales for July–December decreased by 35 per cent to EUR 50.8

million year-on-year and by 29 per cent compared to January–June.

The decrease in net sales was due to the decreased demand for

the Chinese and Asian container train business. Comparable oper-

ating result for July–December amounted to EUR 2.2 million, or

4.4% of net sales. The comparable operating margin decreased

slightly compared to January–June (6.5%), but excluding non-re-

curring expenses, operations continued to be profitable.

Market situation and future outlook

The railway market between China and Europe developed favour-

ably early in the year, but significantly slowed down soon after the

war in Ukraine due to cargo volumes shifting to the route bypass-

ing Russia. The Finnish domestic market was strong in the Cargo

business, which is illustrated by the growth of the unit in spite of the

end of the feed effects of railway traffic and transit traffic. The Baltic

business environment remained stable.

Nurminen Logistics estimates that the development of the logistics

market relevant to the company will strengthen and the measures

taken by the company in 2022 in cooperation with the acquisition

of Operail Finland Oy will facilitate a positive development of the

company’s business in 2023.

Decreasing global freight volumes decreased the demand for ocean

freight and lowered prices significantly during H2/2022. Train cargo

volumes in traffic between the EU, Central Asia and China are

growing, and changes in the sea freight market do not have an

impact on train routes. We believe that the demand for rail freight

will be increased by growth in the world economy and importance

of environmental values, increasing interest rates and the success

of China in accelerating economic growth following the COVID-19

lockdowns. Continued high interest rates and scarce financing will

support the customers’ need for faster turnover of working capital

and more accurate planning of deliveries, which will contribute to

the demand for Nurminen Logistics’ services.

Nurminen Logistics is in a strong position to grow rapidly in traffic

along the Trans-Caspian route between Central Asia and the EU,

because Nurminen is one of the few internationally known com-

panies operating on the route. Improving the service level of the

international trunk routes created during 2022 further also facili-

tates growing the customer base in the Nordic countries and Cen-

tral Europe.

The strong Cargo business will be developed further, and we see

opportunities for growth in both Finland and the Nordic countries

in 2023.

Nurminen Logistics is now strongly investing in railway services in

Finland, and the acquisition of Operail Finland Oy facilitates growth

and stable profitability in the next years, thanks to its long-term

customer contracts. We see major opportunities in developing the

offering, as Nurminen Logistics provides a completely new kind of

customer insight as a railway company.

Business review

Nurminen Logistics’ profitability weakened due to a decrease in

volumes in the direct Asia train connection, caused by the war

in Ukraine. Moreover, profitability was significantly burdened by

non-recurring adjustment measures taken in 2022.

As international tension eases, we believe that interest in railway

services will return, because their competitive advantages, such

as low emissions, have not changed. Net sales from the Chinese

and Asian container train business amounted to EUR 23.5 million in

2022. The Chinese and Asian container traffic operations account

for 19 per cent (33%) of the Group’s net sales.

The Multimodal business continued to be profitable throughout the

year and net sales amounted to EUR 16.3 million. Multimodal ser-

vices account for 13 per cent (8%) of the Group’s net sales.

Net sales in the Cargo business grew by 36 per cent in 2022 and

The Board’s Report on Operations

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

amounted to EUR 19.8 million. The growth in net sales acceler-

ated towards the end of the year due to new customer accounts.

The operating result reached a good level of 10%. Cargo services

account for 16 per cent (10%) of the Group’s net sales.

The good development of the Baltic operations continued steadily

throughout 2022, and profitability was at a good level. The Baltic

operations account for 51 per cent (48%) of the Group’s net sales.

COVID-19 pandemic

Nurminen Logistics’ development has been good, even though

the impacts of the COVID-19 pandemic were still visible in China,

reducing the demand in the Trans-Caspian route. Operating activi-

ties and development projects progressed without major problems

caused by the pandemic.

Financial Position and Balance Sheet

Cash flow from operating activities amounted to EUR +5.2 million.

January–June accounted for EUR +4.9 million and July–December

for EUR +0.3 million of the cash flow from operating activities. The

change in working capital accounted for EUR +0.8 million of the

cash flow from operating activities.

Cash flow from investments was EUR -0.8 million. The cash flow

from investing activities was impacted by investing in funds and

investments in information systems and digitalisation.

The cash flow from financing was EUR -5.3 million, with the most

significant items being a total of EUR 1.9 million in dividends to

non-controlling interests, EUR 1.2 million in repayment of equity

to the shareholders of the parent company and EUR 2.0 million in

loan payments.

At the end of the review period, cash and cash equivalents

amounted to EUR 6.1 million. Cash and cash equivalents attribut-

able to the Baltic operations amount to EUR 4.7 million.

The measurement of the assets in the financial statements is based

on the going concern assumption and market prices, and the assets

do not involve a risk of write-downs in the current situation. The

management of the company estimates that the cash flow will cover

the current business needs and liabilities for the next 12 months.

The Group’s interest-bearing debt excluding IFRS 16 liabilities

amounted to EUR 19.4 million. The liabilities according to IFRS 16

totalled EUR 9.5 million, of which EUR 7.0 million was connected to

the land and civil defence shelter leases of the Vuosaari real estate

company. The land lease liability does not have a negative impact

on the value of the property. All of the buildings in the Vuosaari port

area are located on plots leased from the City of Helsinki.

Current interest-bearing liabilities of the company, a total of EUR

10.6 million, consist of bank loans of EUR 10.0 million and IFRS

lease liabilities of EUR 0.6 million. Short-term bank loans include

a loan of EUR 7.6 million from Ilmarinen, which will mature in June

2023. The company has started negotiations to renew this loan.

Non-current interest-bearing liabilities are EUR 24.5 million, of

which EUR 15.6 million consists of long-term debt and EUR 8.9

million is connected to lease liabilities according to IFRS 16.

Long-term loans amount to EUR 15.6 million. Long-term loans

include a loan of EUR 14.1 million taken out by Kiinteistö Oy Hel-

singin Satamakaari 24 from Oma Savings Bank and a loan of EUR

1.5 million taken out by Nurminen Logistics Plc from Oma Savings

Bank.

The company’s equity amounted to EUR 24.1 million at the end of

the year, while it was EUR 25.8 million at the end of the previous

financial period. The equity ratio improved to 34.7% (31.7%) as a

result of lightening the balance sheet. The balance sheet total was

EUR 69.7 million (81.7).

Capital Expenditure

The Group’s gross capital expenditure during the review period

amounted to EUR 0.4 million (EUR 0.3 million), accounting for

0.3% of net sales. Depreciation totalled EUR 2.8 million (EUR 3.0

million) , or 2.3% (2.1%) of net sales. Amortisation of right-of-use

assets associated with IFRS 16 amounted to EUR 0.8 million (EUR

0.8 million).

Group Structure

The Group comprises the parent company, Nurminen Logistics Plc,

as well as the following subsidiaries and associated companies,

owned directly or indirectly by the parent (ownership, %): Nurminen

Logistics Services Oy (100%), Kiinteistö Oy Kotkan Siikasaaren-

tie 78 (100%), Kiinteistö Oy Luumäen Suoanttilantie 101 (100%),

Kiinteistö Oy Vainikkalan Huolintatie 13 (100%), Kiinteistö Oy Hel-

singin Satamakaari 24 (51%), Pelkolan Terminaali Oy (20%), OOO

Nurminen Logistics (100%), Nurminen Maritime Latvia SIA (51%),

Nurminen Maritime UAB (51%).

NR Rail Oy was dissolved through liquidation proceedings in Janu-

ary 2022 and RW Logistics Oy in December 2022.

Personnel and Management

At the end of the review period, the Group’s number of personnel

stood at 141, compared to 140 on 31 December 2021. The number

of employees working abroad was 36.

Personnel expenses in 2022 totalled EUR 8.3 million (EUR 8.6 mil-

lion in 2021).

In September, Nurminen Logistics appointed Kai Simberg as a

member of the Management Team and interim CFO for the dura-

tion of CFO Iiris Pohjanpalo’s family leave. On 31 December 2022,

the Management Team consisted of the following members: Olli

Pohjanvirta, President and CEO; Kai Simberg, interim CFO; Tuo-

mas Kansikas, COO, Multimodal business and Group support

functions; Joonas Louho, VP, terminal business and ICT; and Suvi

Kulmala, VP, Human Resources. In addition, during the financial

period the Management Team included Olga Stepanova, VP Rail-

way Operations and Country Manager Russia from 1 January 2022

to 1 June 2022 and Jonna Paasonen, CDO from 1 January 2022

to 26 September 2022.

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

Management transactions

On 16 February 2022, Nurminen Logistics announced the transfer

of 774,386 shares to President and CEO as part of the payment of

the rewards of the CEO’s share-based incentive scheme.

On 7 March 2022, Nurminen Logistics announced Chairman of the

Board of Directors Irmeli Rytkönen’s subscription notification con-

cerning 43,000 shares at a unit price of EUR 1.19 per share.

On 30 March 2022, Nurminen Logistics announced CIO Petri Luu-

rila’s subscription notification concerning 13,200 shares at an aver-

age price of EUR 1.08 per share.

On 31 March 2022, Nurminen Logistics announced Board member

Juha Nurminen’s transfer notification concerning 176,212 shares.

On 27 July 2022, Nurminen Logistics announced the remuneration

in shares for the Board of Directors. Irmeli Rytkönen, Chairman of

the Board of Directors subscribed for 38,023 shares, Juha Nur-

minen, member of the Board of Directors subscribed for 19,011

shares, Olli Pohjanvirta, member of the Board of Directors sub-

scribed for 19,011 shares, Victor Hartwall, member of the Board

of Directors subscribed for 19,011 shares, Karri Koskela, member

of the Board of Directors subscribed for 19,011 shares and Erja

Sankari, member of the Board of Directors subscribed for 19,011

shares.

Flagging notifications

On 15 February 2022, Nurminen Logistics received a flagging noti-

fication from Ilmarinen Mutual Pension Insurance Company, the

direct holding of which decreased from a total of 15.12 per cent

to 14.95 per cent as a result of an issue of shares without consid-

eration by the company to itself, due to which the total number of

shares in the company increased by 774,386 shares.

All notifications have been disclosed as stock exchange releases

and they are available on Nurminen Logistics’ website at www.nur-

minenlogistics.com.

Shares and Shareholders

Nurminen Logistics Plc’s share has been quoted on the main list of

Nasdaq Helsinki Ltd under the current company name since 1 Jan

uary 2008. The total number of Nurminen Logistics Plc’s registered

shares on 31 December 2022 was 78,101,654 and the registered

share capital was EUR 4,214,521. The company has one share

class and all the shares carry equal rights in the company. The com-

pany name was Kasola Plc until 31 December 2007. The company

was listed on the Helsinki Stock Exchange in 1987.

Largest shareholders 31 December 2022

Number of

Share of

shares and

votes

Suka Invest Oy 12,635,655 16.18

Ilmarinen Mutual Pension

Insurance Company 11,655,795 14.92

K. Hartwall Invest Oy Ab 8,105,390 10.38

Nurminen Juha Matti 6,508,047 8.33

Avant Tecno Oy 5,739,375 7.35

JN Uljas Oy 3,231,206 4.14

RailCap Ltd. 3,110,574 3.98

Verman Group Oy 2,524,297 3.23

Relander Pär-Gustaf 1,757,686 2.25

Cyberdyne Invest Oy 1,735,454 2.22

Ten largest

shareholders total 57,003,479 72.98

Nominee-registered 856,109 1.10

Others 20,242,066 25.92

Total 78,101,654 100

Shareholders by type 31 December 2022

Number of

% of total

Private companies 39,706,892 51%

Financial and insurance

institutions 4,792,322 6%

Public sector organisations 11,655,795 15%

Households 20,860,673 27%

Non-profit organisations 1,004 0%

Foreign

228,859 0%

Nominee-registered 856,109 1%

Total 78,101,654 100%

The trading volume of Nurminen Logistics Plc’s shares was

11,002,725 during the period from 1 January to 31 December 2022,

representing 14.1% of the total number of shares. The value of

the turnover was EUR 12,443 thousand. The lowest price during

the period was EUR 0.56 per share and the highest EUR 2.07 per

share. The closing price for the period was EUR 0.6 per share and

the market value of the entire share capital was EUR 46,861 thou-

sand, or EUR 46 822 thousand excluding own shares, at the end of

the period. At the end of 2022, the company had 4,791 sharehold-

ers. At the end of 2021, the number of shareholders stood at 4,095.

At the end of 2022, the company held 65,262 of its own shares,

corresponding to 0.08% of shares and votes.

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

According to the register of shareholders at 31 December 2022, the

Board of Directors (including ownership of controlled entities) held

29.9% of Nurminen Logistics shares. Other members of the com-

pany’s Management Team than President and CEO Olli Pohjanvirta

did not hold shares on 31 December 2022.

Board of Directors Shares Share of

shares and

votes

Juha Nurminen 6,508,047 8.3

JN Uljas Oy 3,231,206 4.1

Total 9,739,253 12.5

Olli Pohjanvirta 1,424,413 1.8

RailCap Ltd. 3,110,574 4.0

VGK invest Oy 648,000 0.8

Total 5,182,987 6.6

Victor Hartwall 32,227 0.0

Oy Pallas Capital Ab 70,000 0.1

K Hartwall Invest Oy 8,105,390 10.4

Total 8,207,617 10.5

Irmeli Rytkönen 192,687 0.2

Karri Koskela 32,227 0.0

Erja Sankari 32,227 0.0

Total 23,386,998 29.9

Dividend policy

The company’s Board of Directors has on 14 May 2008 determined

the company’s dividend policy. According to it, Nurminen Logistics

Plc aims to annually distribute as dividends approximately one-third

of its net profit, provided that the company’s financial position allows

this.

Arrangements Related to Ownership

and Exercise of Voting Rights

No shareholder agreements related to holdings in Nurminen Logis-

tics Plc and the exercise of voting rights have been brought to the

company’s attention with the exception of the announcement that

was published in the stock exchange release of 28 December

2008. According to the announcement, the members of the Board

of Directors and Executive Board have undertaken not to sell or

otherwise transfer shares in John Nurminen Ltd owned by them

on this date and the company’s shares received as demerger con-

sideration in conjunction with the demerger of John Nurminen Ltd,

without prior written consent from the company's Board of Directors.

Decisions made by the Annual

General Meeting of Shareholders

Nurminen Logistics Plc’s Annual General Meeting held on 11 April

2022 passed the following decisions:

Adoption of the annual accounts and discharge from liability

The General Meeting confirmed the company’s financial state-

ments, reviewed the remuneration report of the administrative

organs and discharged those accountable from liability for the



Payment of dividend

In accordance with the proposal by the Board of Directors, the

General Meeting decided that the profit from the financial period

ending on 31 December 2021 will be transferred to retained earn-

ings and that shareholders will receive a repayment of equity from

the reserve for invested unrestricted equity, EUR 0.0095 per each

of the company’s 77,903,314 shares outstanding, totaling EUR

740,081.48. In addition, the General Meeting decided to authorise

the Board of Directors to decide at their discretion on the repayment

of equity from the reserve for invested unrestricted equity, at most

EUR 0.0095 per share.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors is com-

posed of six members. The General Meeting re-elected the fol-

lowing members to the Board of Directors: Irmeli Rytkönen, Olli

Pohjanvirta, Juha Nurminen, Victor Hartwall, Erja Sankari and Karri

Koskela.

The General Meeting resolved that for the members of the Board

elected at the Annual General Meeting for the term expiring at the

close of the Annual General Meeting in 2023, the annual remuner-

ation is paid as follows: annual remuneration of EUR 60,000 for the

Chairman of the Board of Directors and EUR 30,000 for the other

members of the Board of Directors.

In addition, a meeting fee of EUR 1,500 per meeting for the Board

and Board Committee meetings is paid to the Chairman of the

Board of Directors, and EUR 1,000 to the other members of the

Board per meeting of the Board and Board Committee. Of the

annual remuneration, 50 per cent will be paid in Nurminen Logistics

Plc’s shares and the rest in cash. A member of the Board of Direc-

tors may not dispose of shares received as annual remuneration

before a period of three years has elapsed from receiving shares.

Authorising the Board of Directors to decide on the

issue of shares as well as the issuance of options

and other special rights entitling to shares

The Annual General Meeting authorised the Board to decide on the

issue of shares and/or special rights entitling to shares as referred

to in chapter 10, section 1 of the Finnish Limited Liability Compa-

nies Act.

Based on the authorisation, the Board of Directors is entitled to

issue or transfer, either by one or several resolutions, shares and/or

special rights up to a maximum equivalent of 7,700,000 new shares

so that aforesaid shares and/or special rights could be used, e.g.,

for financing of company and business acquisitions or for financing

of other business arrangements and investments, for the expansion

of the ownership structure, paying of remuneration of the Board

members and/or for the creating incentives for, or encouraging com-

mitment in, personnel.

Nurminen Logistics’ share price development

1 January 2022–31 December 2022

100

120

Index: 1 January 2022 = 100

3 January 2022

3 February 2022

3 March 2022

3 April 2022

3 May 2022

3 June 2022

3 July 2022

3 August 2022

3 September 2022

3 October 2022

3 December 2022

3 November 2022

NLG1V OMX Helsinki Small Cap

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

The authorisation entitles the Board of Directors to decide on the

share issue with or without payment. The authorisation for deciding

on a share issue without payment also includes the right to decide

on the share issue for the company itself, so that the authorisation

may be used in such a way that in total no more than one-tenth

(1/10) of all shares in the company may from time to time be held

by the company and its subsidiaries.

The authorisation includes the Board of Director’s right to decide

on all other terms and conditions of the share issues and the issues

of special rights. The authorisation entitles the Board of Directors

to decide on share issues, issues of option rights and other spe-

cial rights entitling to shares in every way to the same extent as

could be decided by the General Meeting, including the Board of

Director’s right to decide on directed share issues and/or issue of

special rights.

The authorisation remains valid until the end of the Annual General

Meeting of 2023, yet no longer than until 30 June 2023. The authori-

sation revokes any previous share issue authorisations currently

valid.

Auditor

Ernst & Young Oy was elected the auditor of the company for the

term ending at the close of the Annual General Meeting 2023.

Environmental Factors

Nurminen Logistics seeks environmentally friendly and efficient

transport solutions as part of the development of its services.

Research shows that the container train to China is the most eco-

logical method of transporting goods between China and Europe.

All services provided by the company in Finland are covered by a

certified environmental management system that meets the require-

ments of the ISO 14001:2004 standard.

Long-Term Financial Objectives

The Board of Directors has set the company’s long-term financial

objectives. The long-term objectives of Nurminen Logistics are to

achieve a growth rate that is higher than that of the markets in

general, a net operating profit level of 7% and a return on equity

of 12%.

During 2021, the Board of Directors set the objectives for 2021–

2023 based on the market outlook, the company’s market position

and competitive advantage. The goal is to reach net sales of EUR

200 million and net operating result of a minimum of 9% of net

sales.

Financial guidance 2023

The company estimates that net sales for 2023 will amount to EUR

135–142 million and operating result to a minimum of EUR 10.0

million. The predicted growth in net sales and operating result is

based on new customer contracts in acquired railway operations

and the efficiency measures and international sales efforts carried

out by Nurminen Logistics in 2022.

Short-Term Risks And Uncertainties

World trade weakening from the current situation as a consequence

of the war in Ukraine may have a negative impact on the demand

for the company’s services and thereby result. If the foreign trade

of Finland, China or Sweden decreases, it will affect the demand

for services. In the railway business, food supply-related fertilisers

critical to the world or metals required for the green transition being

subjected to Western sanctions would have a negative impact on

the business of the acquired company Operail Finland Oy.

The prolongation of the war in Ukraine and a permanent change

in the international order may have a global impact on logistical

routes. Such a change could harm the company’s Asian container

train business.

More detailed information about the risk information of the company

can be found on the Investors page on Nurminen Logistics’ website

at https://www.nurminenlogistics.com/investors/.

Events After the Review Period

On 13 January 2023, Nurminen Logistics announced that it will

purchase the entire share capital of Operail Finland Oy with Finnish

investors at a debt free transaction price of EUR 27.7 million. Nur-

minen Logistics’ subsidiary North Rail Holding Oy, of which Nurmi-

nen Logistics owns 79.8% and investors 20.2%, and Operail Hold-

ing OÜ have signed a Sales and Purchase Agreement in which the

parties have agreed that Operail Finland Oy will be transferred to

the ownership of North Rail Finland Oy after the buyer has received

the needed decisions of the authorities.

On 14 February 2023, Nurminen Logistics announced that it had

completed the transaction announced on 13 January 2023 to pur-

chase the entire share capital of Operail Finland Oy with Finnish

investors. After the purchase, Nurminen Logistics’ holding in North

Rail Holding is 79.8%. The purchase was financed with new long-

term debt financing instruments.

On 14 February 2023, Nurminen Logistics announced preliminary

information about its operating result for 2022 and financial guid-

ance for 2023.

On 6 March 2023, Nurminen Logistics announced that it strength-

ens its management team to achieve growth targets and stream-

line responsibilities. Two new management team members were

appointed, Niko Orpana as Vice President, Multimodal & Bulk Ter-

minal Operations as of 15 May 2023, and Vice President, Sales

Marjut Linnajärvi being responsible for railway business and sales.

Board of Directors’ proposal

for profit distribution

On 31 December 2022, the parent company’s distributable equity is

EUR 30,938,118.26, of which the profit for the period amounted to

EUR 453,583.04. The Board of Directors proposes that the Annual

General Meeting authorise the Board of Directors to decide on dis-

tributing a maximum of EUR 1.0 million as dividends at a separately

announced date during 2023, should the company’s financial posi-

tion allow. The remaining distributable assets will be retained in

unrestricted equity.

Corporate Governance Statement

The Corporate Governance Statement of Nurminen Logistics Plc

will be published on 15 March 2023 on the company’s website at

https://nurminenlogistics.com/investors/.

Board and Audit Committee Meetings

The Board of Directors convened 22 times during the year 2022.

The Audit Committee had three meetings.

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

Bridge calculation of comparable operating result

EUR 1,000 1–12/2022 1–12/2021

Operating profit 3,408 9,625

Exceptional management incentives and enhancement measures 0 550

Non-recurring expenses related to containers and wagons 2,890 0

Personnel-related restructuring costs 149 0

Non-recurring expenses related to the Luumäki property 435 0

Comparable adjusted operating profit 6,882 10,175

Comparable adjusted operating profit is an alternative indicator defined by the European Securities Market Authority, ESMA.

Group’s Key Figures

2020 2021 2022

Net sales, EUR 1,000 80,707 141,254 122,511

Change in net sales, % 16.4% 75.0% -13.3%

Operating result (EBIT) EUR 1,000 -206 9,625 3,408

% of net sales -0.3% 6.8% 2.8%

Result before taxes, EEUR 1,000 -2,438 7,825 1,925

% of net sales -3.0% 5.5% 1.6%

Result for the financial year, EUR 1,000 -2,837 13,776 1,472

% of net sales -3.5% 9.8% 1.2%

Return on equity (ROE), % -38.8% 69.5% 5.9%

Return on investment (ROI), % -0.4% 16.7% 6.9%

Equity ratio, % 20.9% 31.7% 34.7%

Gearing, % 266.1% 115.9% 119.8%

Gearing % excluding IFRS 16 189.4% 77.1% 80.0%

Interest-bearing net debt, EUR 1,000 36,759 29,914 28,928

Interest-bearing net debt excluding IFRS 16, EUR 1,000 26,293 20,027 19,431

Interest-bearing net debt/EBITDA (12 months, rolling) 7.64 2.38 4.65

Gross investment on fixed assets, EUR 1,000 8,827 341 422

% of net sales 10.9% 0.2% 0.3%

Balance sheet total, EUR 1,000 66,179 81,705 69,678

Average number of employees 163 145 141

Wages and salaries paid, EUR 1,000 8,430 8,558 8,262

Share key figures

Earnings per share (EPS), EUR, undiluted -0.09 0.16 -0.01

Earnings per share (EPS), EUR, diluted -0.09 0.15 -0.01

Equity per share, EUR 0.05 0.20 0.17

Dividend per share, EUR 0.00 0.00 0.00*

Dividend to earnings ratio, % 0.0% 0.0% 0.0%

Effective dividend yield, % 0.0% 0.0% 0.0%

Repayment of equity per share, EUR 0.00 0.016 0.00

Price per earnings (P/E) -5 12 -60

Number of shares adjusted for share

issue (diluted), weighted average

44,652,887 77,843,064 77,961,285

Number of shares adjusted for share issue

(diluted), at end of financial year

74,147,405 77,903,313 78,036,392

Number of shares adjusted for share issue

(undiluted), weighted average

44,652,887 75,540,173 77,863,691

Number of shares adjusted for share issue

(undiluted), at end of financial year

74,147,405 77,128,928 78,036,392

* The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide

on distributing a maximum of EUR 1.0 million as dividends at a separately announced date during 2023,

should the company’s financial position allow.

Share price development

– highest price

0.50 2.85 2.07

– lowest price

0.20 0.39 0.56

– average price

0.31 1.16 0.99

– closing share price at balance sheet date

0.45 1.96 0.60

Market capitalisation, MEUR 33.1 150.9 46.9

Number of shares traded 6,891,409 20,779,826 11,002,725

Shares traded, % of total number of shares 9.3% 25.0% 14.1%

Number of shareholders 1,580 4,095 4,791

Nurminen Logistics Plc Financial statements 2022 The Board’s Report on Operations

Calculation of key figures

Return on equity (%) =

Result for the period

×100

Equity (average of beginning and end of financial year)

Capital employed = Balance sheet total – non-interest-bearing liabilities

Return on capital employed (%) =

Result for the year before taxes + interests and other financial

expenses

×100

Capital employed (average of beginning and end of financial year)

Equity ratio (%) =

Equity

×100

Balance sheet total – advances received

Gearing (%) =

Interest-bearing liabilities – cash and cash equivalents

×100

Equity

Gearing (%) excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS 16 - cash and cash

equivalents

×100

Equity excluding IFRS 16 effect on equity

(depreciation, rental expense and interest expense)

Interest-bearing net debt =

Interest-bearing liabilities – long-term interest bearing receivables –

cash and cash equivalents

Interest-bearing net debt excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS 16 – long-term interest

bearing receivables – cash and cash equivalents

Interest-bearing net debt /

EBITDA (12 months, rolling) =

Interest bearing debt – cash and cash equivalents

EBITDA (12 months, rolling)

Earnings per share (EPS) =

Result attributable to equity holders of the parent company

Weighted average number of outstanding ordinary shares

Equity/share =

Equity attributable to equity holders of the parent company

Undiluted number of shares outstanding at the end of the financial

year

Dividend to earnings ratio, % =

Dividend per share

×100

Earnings per share

Effective dividend yield, % =

Dividend per share

×100

Adjusted share price at the end of the financial year

Price per earnings (P/E) =

Share price at the end of the financial year

Earnings per share

Dividend per share =

Dividend payable for the period

Share-issue adjusted number of shares – own shares

Nurminen Logistics Plc Financial statements 2022 Consolidated financial statements

Consolidated statement of comprehensive income, IFRS

EUR 1,000	Note	1 Jan–31	1 Jan–31
		Dec 2022	Dec 2021
NET SALES	2	122,51 1	141,254
Other operating income	3	93	282
Use of materials and supplies*	4	-99,904	-1 13,785
Employee benefit expenses	5	-8,262	-8,558
Depreciation, amortisation and impairment losses	6	-2,813	-2,967
Other operating expenses*	4	-8,217	-6,602
OPERATING RESULT		3,408	9,625
Financial income	7	809	248
Financial expenses	7	-2,294	-2,017
Share of profit of equity-accounted investees	16	2	-32
Total financial income and expenses and share of profit of equity-accounted investees		-1,483	-1,800
RESULT BEFORE INCOME TAX		1,925	7,825
Income taxes	8	-453	5,951
RESULT FOR THE PERIOD		1,472	13,776

OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified
to profit or loss in subsequent periods:
Remeasurement of defined benefit plans	23	-53	0
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences		2	-5
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		1,422	13,772
Result attributable to Equity holders of the parent company		-1,041	1 1,798
Non-controlling interest		2,513	1,979
Total comprehensive income attributable to Equity holders of the parent company		-1,092	1 1,793
Non-controlling interest		2,513	1,979
Earnings per share calculated from result attributable to equity holders of the parent company
Earnings per share, undiluted, EUR	9	-0.01	0.16
Earnings per share, diluted, EUR	9	-0.01	0.15

*The grouping of production costs has been changed, and, as a result, 4.2 million from the comparison period 2021 has been transferred

from Other operating expenses to Use of materials and supplies.

Nurminen Logistics Plc Financial statements 2022 Consolidated financial statements

Consolidated statement of financial position, IFRS

EUR 1,000	Note	31 December	31 December
		2022	2021
ASSETS
Non-current assets
Property, plant and equipment	11	35,751	37,157
Right-of-use assets	11,13	9,179	9,676
Goodwill	12,15	899	899
Other intangible assets	12	935	1,185
Investments in equity-accounted investees	16	176	174
Non-current receivables	17	349	21
Deferred tax assets	18	6,908	6,728
Non-current assets		54,196	55,839
Current assets
Inventories		238	122
Trade and other receivables	19	9,098	18,709
Deferred tax assets based on the taxable income for the financial period		5	32
Cash and cash equivalents	20	6,141	7,003
Current assets		15,482	25,866
TOTAL ASSETS		69,678	81,705
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent company	21
Share capital		4,215	4,215
Share premium reserve		86	86
Legal reserve		2,376	2,376
Reserve for invested unrestricted equity		35,591	36,838
Translation differences		-6	-8
Retained earnings		-29,368	-28,386
Equity attributable to equity holders of the parent company		12,894	15,121
Non-controlling interest	10	1 1,252	10,683
Total equity		24,147	25,804
LIABILITIES
Non-current liabilities
Other liabilities	25	108	106
Financial liabilities	24	15,568	25,106
Lease liabilities	24	8,947	9,21 1
Non-current liabilities		24,623	34,423
Current liabilities
Deferred tax liabilities based on the taxable income for the financial period		41	253
Financial liabilities	24	10,004	1,924
Lease liabilities	24	550	676
Trade payables and other liabilities	25	10,314	18,624
Current liabilities, total		20,908	21,478
Liabilities, total		45,531	55,901
EQUITY AND LIABILITIES, TOTAL		69,678	81,705

Nurminen Logistics Plc Financial statements 2022 Consolidated financial statements

Consolidated cash flow statement, IFRS

EUR 1,000		1 January–31	1 Jan–31
	Note	December 2022	Dec 2021
Cash flow from operating activities
PROFIT/LOSS FOR THE FINANCIAL PERIOD		1,472	13,776
Adjustments:
Depreciation, amortisation and impairment losses	6	2,813	2,967
Unrealised foreign exchange gains (-) and losses (+)		-7	-10
Other income (-) and expenses (+), non cash		177	685
Adjustments to financial income (–) or expenses (+)	7	1,485	1,768
Adjustments to income tax expense	8	453	-5,951
Other adjustments		-2	42
Cash flow before changes in working capital		6,390	13,277
Changes in working capital:
Increase (-) / decrease (+) in inventories		-1 16	-34
Increase (-) / decrease (+) in non-interest bearing current receivables		9,512	-10,028
Increase (+) / decrease (-) in non-interest bearing current payables		-8,594	6,987
Net cash from operating activities before financial items and taxes		7,192	10,202
Interest paid		-1,021	-1,329
Interest received		66	23
Other financial items		-210	-469
Income taxes paid		-795	-556
Cash flow from operating activities		5,232	7,870
Cash flow from investing activities
Purchases of property, plant and equipment and intangible assets		-422	-341
Proceeds from property, plant and equipment and intangible assets		0	18
Other investments		-353	0
Acquisition of subsidiaries		0	-173
Cash flow from investing activities		-774	-497
Cash flow from financing activities
Net change in factoring receivables and liabilities		0	517
Change in credit limit		466	-61
Proceeds from non-current borrowings		0	3 500
Repayment of non-current borrowings		-1,977	-6,555
Repayment of equity		-1,247	0
Repayment of lease liabilities		-620	-644
Dividends paid / repayments of equity to minority shareholders		-1,944	-1,129
Proceeds from share issue		0	-474
Cash flow from financing activities		-5,323	-4,845
Net increase / decrease in cash and cash equivalents		-866	2,529
Cash and cash equivalents at the beginning of the year		7,003	4,471
Net increase/decrease in cash and cash equivalents		-866	2,529
Translation differences of net increase/		4	3
decrease in cash and cash equivalents
Cash and cash equivalents at the end of the period		6,141	7,003

Nurminen Logistics Plc Financial statements 2022 Consolidated financial statements

Consolidated statement of changes in equity, IFRS

EUR 1,000			Equity attributable to equity holders of the parent company
					Reserve
					for
			Share		invested		Trans-			Non-
		Share	pre-		unre-		lation			con-
		cap-	mium	Legal	stricted	Equity	differ-	Retained		trolling	Total
1–12/2022	Note	ital	reserve	reserve	equity	loans	ences	earnings	Total	interest	equity
Equity on 1 Jan 2022		4,215	86	2,376	36,838	0	-8	-28,386	15,121	10,683	25,804
Comprehensive income
Result for the period								-1,041	-1,041	2,513	1,472
Other comprehensive income
Remeasurement of defined benefit plans	23							-53	-53		-53
Translation differences							2		2		2
Total comprehensive income for the period							2	-1,094	-1,092	2,513	1,422
Business transactions
with shareholders
Repayment of equity					-1,247				-1,247		-1,247
Share remuneration	22							126	126		126
Other changes								-13	-13		-13
Dividends	10									-1,944	-1,944
Total business transactions
with shareholders					-1,247			11 2	-1,135	-1,944	-3,079
Equity on 31 Dec 2022		4,215	86	2,376	35,591	0	-6	-29,368	12,894	1 1,253	24,147
EUR 1,000								Equity attributable to equity holders of the parent company
					Reserve
					for
			Share		invested		Trans-			Non-
		Share	pre-		unre-		lation			con-
		cap-	mium	Legal	stricted	Equity	differ-	Retained		trolling	Total
1–12/2021	Note	ital	reserve	reserve	equity	loans	ences	earnings	Total	interest	equity
Equity on 1 Jan 2021		4,215	86	2,376	35,550	1,250	-3	-39,494	3,980	9,833	13,814
Comprehensive income
Result for the period								1 1,798	1 1,798	1,979	13,776
Other comprehensive income
Translation differences							-5		-5		-5
Total comprehensive income for the period							-5	11,798	11,793	1,979	13,772
Business transactions
with shareholders
Share remuneration	22							-607	-607		-607
Other changes								-83	-83		-83
Dividends	10									-1,129	-1,129
Total business transactions
with shareholders								-690	-690	-1,129	-1,819
Hybrid bond
conversion
to shares	21				1,288	-1,250			38		38
Equity on 31 Dec 2021		4,215	86	2,376	36,838	0	-8	-28,386	15,121	10,683	25,804

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Notes to the consolidated financial statements, IFRS

1. Accounting principles for the

while bringing that asset to the location and condition necessary for

consolidated financial statements

it to be capable of operating in the manner intended by manage-

ment. Instead, an entity recognises the proceeds from selling such

items, and the cost of producing those items, in profit or loss. The

Basic information about the Group

amendment did not result in adjustments to previously disclosed

The business idea of Nurminen Logistics is to provide and produce

figures at Nurminen Logistics.

high-quality

and

customer

competitiveness

increasing

logistics

services in Finland and regular international railway line services.

Other

new

revised

standards

interpretations

annual

The Group’s parent company is Nurminen Logistics Plc. The par-

improvements to standards which became effective for the report-

ent company’ is domiciled in Helsinki, Finland, and its registered

ing period that begun on 1 January 2022 did not have a signifi-

address is Satamakaari 24, 00980 Helsinki, Finland. The parent

cant impact on the consolidated financial statements of Nurminen

company is listed on NASDAQ OMX Helsinki Stock Exchange.

Logistics.

Copies of the consolidated financial statements are available on

Principles of Consolidation

the internet internet at www.nurminenlogistics.com. The consoli-

dated financial statements were authorised for issue by the Board

Subsidiaries

of Directors on 14 March 2023. According to the Finnish Limited

The consolidated financial statements include the financial state-

Liability Companies Act, shareholders have the right to approve

ments of Nurminen Logistics Plc and those of all its subsidiaries.

or reject the financial statements in the Annual General Meeting

The

subsidiaries

are

entities

controlled

the

parent

company.

held after the publication of the financial statements. The Annual

Nurminen Logistics Plc controls an investee when it is exposed, or

General Meeting also has the right to decide to amend the financial

has rights, to variable returns from its involvement with the investee

statements.

and can affect those returns through its power over the investee.

Subsidiaries

acquired

are

included

the

consolidated

financial

Basis of preparation

the date that control ceases.

statements from the acquisition date that control commences until

The

consolidated

financial

statements

have

been

prepared

accordance

with

International

Financial

Reporting

Standards

Acquired subsidiaries are accounted for by using the acquisition

(IFRS) approved in European Union, in accordance with the IAS

method. The consideration transferred, identifiable assets and lia-

and IFRS standards and SIC and IFRIC interpretations effective

bilities assumed of the acquired entity and are measured at their

December

2022.

International

Financial

Reporting

Stan-

fair values at the acquisition date. Goodwill arising on an acquisition

dards are standards and interpretations adopted for application in

is recognised as the excess of the aggregate of the consideration

the European Union in accordance with the procedure laid down

transferred, the amount of any non-controlling interests and previ-

in regulation (EC) No 1606/2002 of the European Parliament and

ously held equity interests in the acquiree, over the Group’s share

Council.

The notes to the consolidated financial statements are

of the fair value of the net assets acquired at the acquisition date.

also in accordance with the Finnish legislation on accounting and

entities complementing the IFRS.

The consideration transferred includes any assets transferred by

The consolidated financial statements are prepared for the calendar

the acquirer, liabilities incurred by the acquirer to former owners

year, which is also the financial year of the parent company and

of the acquiree and the equity interests issued by the acquirer,

Group companies.

measured at fair value. Any contingent consideration related to the

business combination is measured at fair value at the acquisition

The consolidated financial statements have been prepared on the

date and it is classified as either liability or equity. Contingent con-

historical cost basis except for the financial assets and financial

sideration classified as liability is remeasured at its fair value at

liabilities measured at fair value through profit or loss.

each balance sheet date and the subsequent changes to fair value

are recognised in profit or loss. Contingent consideration classi-

The financial statements are presented in thousands of euro and

fied as equity is not subsequently remeasured. The consideration

the figures are rounded off to the nearest thousand, so the sum of

transferred does not include any transactions accounted for sep-

individually presented figures can deviate from the disclosed sums.

arately from the acquisition, which are treated in conjunction with

the acquisition in profit or loss. All acquisition-related costs, with the

exception for costs to issue debt or equity securities, are expensed

Application of new and

revised IFRS standards

in the periods in which costs are incurred and services rendered.

All intra-group transactions, receivables and liabilities as well as

The Group has applied the following amendments as of 1 January

unrealised gains and profit distribution are eliminated in the con-

2022:

solidation. Non-controlling interests are presented as a separate

item under equity.

• Annual

improvements

IFRSs

(2018–2020):

Improvement

IFRS 9 Financial Instruments, effective for annual periods beginning

Non-controlling interests

on or after 1 January 2022. The improvement clarifies which fees

an entity includes when it applies the ‘10 per cent’ test in assessing

Any

non-controlling

interest

the

acquiree

measured

whether to derecognise a financial liability. An entity includes only

acquisition-by-acquisition

basis,

either

fair value

the

fees paid or received between the borrower and the lender.

non-controlling interest’s proportionate share of the acquiree’s iden-

tifiable net assets. Changes in the parent company’s ownership

• Improvements to IAS 16 Property, Plant and Equipment, effec-

tive for annual periods beginning on or after 1 January 2022. The

amendment prohibits deducting from the cost of an item of prop-

the parent company retains control over the subsidiary.

interest in a subsidiary are accounted for as equity transactions if

erty, plant and equipment any proceeds from selling items produced

The result for the financial year and items recognised in other com-

prehensive income are allocated to the equity holders of the par-

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

ent company and non-controlling interests. Total comprehensive

asset. The borrowing costs directly attributable to the acquisition or

income is allocated to the equity holders of the parent company

construction of an asset that necessarily takes a substantial period

and non-controlling interests, even if that results in a deficit balance,

to get ready for its intended use or sale, are capitalised as part of

unless non-controlling interests have an exemption not to meet obli-

the carrying amount of the asset. Subsequent costs are recognised

gations which exceed non-controlling interests’ investment. Equity

in the carrying amount of the item only if it is probable that future

attributable to the non-controlling interest is presented separately

economic benefits associated with the asset will flow to the Group

under equity in the consolidated balance sheet.

and its cost can be measured reliably. Other repair and mainte-

nance costs are expensed as incurred.

Associates

Associates are companies in which the Group has significant influ-

Property, plant and equipment are depreciated using the straight-

ence. Significant influence generally arises when the Group holds

line method over their estimated useful lives, which are the follow-

ing:

20 to 50 per cent of a company’s voting power or the Group other-

wise has significant influence but not power to govern the financial

Buildings

30–40 years

and

operating

policies

entity. Associates

are

consolidated

Transport equipment

5–8 years

using the equity method. When the Group’s share of an associate’s

Machinery and equipment

3–10 years

losses exceeds the carrying amount of the interest, the interest is

ICT equipment

3 years

recognised at zero value in the balance sheet and recognition of

further losses is discontinued, except to the extent that the Group

Software

5–10 years

has committed to settle the associate’s obligations. Investment in

an associate includes goodwill arisen on acquisition. Unrealised

Land is not depreciated.

gains resulting from transactions between the Group and the asso-

Recognition of depreciation on an item of property, plant and equip-

ciate are eliminated to the extent of the interest in the associate.

ment is discontinued when the item is classified as held for sale

The Group’s share of an associate’s result for the financial year is

in accordance with IFRS 5 standard. Non-current assets held for

disclosed separately after financial items in the consolidated state-

ment of comprehensive income.

sale are measured at the lower of carrying amount and fair value

less costs to sell. Gains and losses on the disposal of assets are

reported

the

difference

between

selling

price

and

carrying

Foreign Currency Transactions

amount, and the gains and losses are included in other operating

Items included in the financial statements of each subsidiary in the

Group are determined using the currency reflecting the primary eco-

income and expenses in the income statement.

nomic environment of that subsidiary (“the functional currency”).

Useful

lives

and

residual

values

are

reviewed

every

balance

The consolidated financial statements are prepared in euro which is

sheet date. Changes in the future economic benefits to be received

the functional and presentation currency of the parent company and

from the items of property, plant and equipment are accounted for

the presentation currency of the consolidated financial statements.

by adjusting the useful lives and residual values of the items in

question. Gains and losses arising from sale and disposal of prop-

Foreign currency transactions of the Group companies are trans-

lated into functional currencies using the exchange rates prevailing

in other operating expenses.

erty, plant and equipment are included in other operating income or

nated in foreign currency are translated using the balance sheet

the

transaction

date.

Monetary

assets

and

liabilities

denomi-

Intangible assets

date exchange rates and non-monetary assets and liabilities that

are measured at historical cost are translated using the transaction

Goodwill

date exchange rates. Gains and losses arising from the translation

Goodwill arising on business combinations is recognised as the

are recognised in the consolidated statement of comprehensive

excess

the

aggregate

consideration

the

transferred,

the

income.

amount of non-controlling interest in the acquiree and the value

any

previously

held

equity

over

the

interest

fair value

the

and expenses for the income statements and for the statements of

comprehensive income of those foreign Group companies whose

the

preparation

consolidated

financial

statements,

income

acquired net assets.

Goodwill is not amortised but it is tested at least annually for impair-

functional currency is not euro, are translated into euro by using

ment. Goodwill is carried at historical cost less accumulated impair-

the average exchange rate for the financial year and the balance

ment losses.

sheets are translated at the exchange rate at the balance sheet

date. Translation differences arising from such translation are rec-

ognised in equity. Retranslating the result and the total comprehen-

Research and development costs

Research costs are expensed in the financial year in which they are

sive income for the financial year using different exchange rates

incurred. Development costs are capitalised when certain criteria

for the statement of comprehensive income and for the balance

are met.

sheet causes a translation difference recognised in Group’s equity,

the change in this translation difference is recognised under other

comprehensive income. Respectively, foreign currency differences

Other intangible assets

arising

from

the

elimination

the

costs

foreign

subsidiaries,

An intangible asset is recognised in the balance sheet only if its

and from the retranslation of post-combination equity components

cost can be measured reliably and it is probable that the expected

income. When a foreign operation is sold or is otherwise disposed

subsequent

periods,

are

recognised

other

comprehensive

to the Group.

future economic benefits that are attributable to the asset will flow

of, in part or in full, the accumulated foreign currency differences

are recognised in the statement of comprehensive income as part

An intangible asset is measured at historical cost less amortisa-

of the gain or loss on sale for the disposed part.

tion and any impairment losses. Group’s intangible assets include

mainly IT software which is amortised on a straight-line basis over

Property, plant and equipment

5 to 7 years.

Items of property, plant and equipment are carried at historical cost

less accumulated depreciation and impairment losses. The cost

includes all expenditure directly attributable to the acquisition of the

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Impairment of Intangible Assets and

Financial assets at fair value through profit or loss

Property, Plant and Equipment

If a financial asset is not measured in accordance with the above

The Group assesses, at every balance sheet date, if there are any

criteria, it is measured at fair value, and changes in fair value are

indications of impairment of property, plant and equipment or intan-

recognised through profit or loss or they are measured at fair value

gible assets. In case such indications exist, the asset’s recoverable

through

other

comprehensive income.

The

company

had

fund

amount is estimated. If the carrying amount of an asset exceeds

income statement.

investments in 2022, which have been valued at fair value in the

its recoverable amount, the impairment loss is recognised in the

income

statement.

The

recoverable

amount

asset

the

higher of its fair value less costs to sell and its value in use.

Credit risk assessment of financial assets

In accordance with IFRS 9, Nurminen Logistics recognises expected

As to goodwill, the recoverable amount is estimated at least annu-

credit losses on cash classified at amortised cost. According to this

ally irrespective of whether indications of impairment exist. Impair-

model, expected loan losses based on an individual counterparty

ment is assessed at a cash-generating unit level, i.e. at the lowest

default risk assessment. The Group uses a simplified method for

level for which there are separately identifiable, mainly indepen-

recognising credit losses permitted by the standard, in which case

dent cash flows. In impairment testing of goodwill, the recoverable

the Group recognises the expected credit loss over the life of the

amount is based on value in use, i.e. on the estimated discounted

contract.

The change in expected credit losses recorded at each

future net cash flows.

reporting date reflects the change in the credit risk of the financial

assets from the initial recognition. A credit loss transaction is no

At the recognition of the impairment loss the asset’s useful life is

longer required to record a credit loss. Recognising the amount

re-estimated. The recognised impairment loss is reversed if the

of expected credit loss and a proactive provision for impairment is

estimates used to determine the asset’s recoverable amount have

based on the management’s best estimate of future credit losses.

changed. The reversal of the impairment loss shall not exceed the

Customer receivables and the related credit loss risk are actively

carrying amount that would have been determined had no impair-

monitored by the company, and decisions on measures to secure

ment loss been recognised for the asset. An impairment loss on

the receivables are made, if necessary. When the amount of provi-

goodwill is never reversed.

sion for credit loss is estimated on a case-by-case basis, any col-

lateral or insurance, the customer’s financial position and previous

Application of IFRS 9

payment behaviour are taken into consideration.

Impairment

policies

are

based

expected

credit

loss

models.

Financial assets are derecognised when the Group loses its con-

Impairment models apply to cash and cash equivalents, such as

rental, sales and factoring receivables and loan receivables.

tractual right to receive cash flows or when it has transferred a sig-

nificant part of the risks and rewards of ownership. An impairment

loss is recognised immediately in profit or loss, depending on the

Financial instruments

item, either in other operating expenses or in financial items.

Financial assets

Financial assets of Nurminen Logistics are classified according to

Cash and cash equivalents

IFRS 9 into the following categories: financial assets at amortised

Cash

and

cash

equivalents

comprise

cash

balances

and

bank

cost and financial assets at fair value through profit or loss. The

classification

financial

assets

made

initial

recognition

of three months or less at the acquisition date.

accounts as well as highly liquid investments with original maturities

financial assets and is based on the business model applied by

the company for the holding of financial assets and the nature of

contractual cash flows.

Financial liabilities

The financial liabilities of Nurminen Logistics are classified to the

Measurement of a financial asset at amortised cost requires the

following categories: financial liabilities at fair value through profit or

contractual cash flows to consist solely of interest and the repay-

loss and financial liabilities measured at amortised cost (other finan-

ment of principal (the so-called SPPI criterion). Compliance with

cial liabilities). The former category includes derivatives entered into

the SPPI criterion is assessed on a per-instrument basis. If the

by the Group, to which hedge accounting is not applied and that

SPPI criterion is not met, financial assets are measured at fair value

are not financial guarantee contracts. They are classified as held-

through profit or loss.

for-trading instruments. The financial liabilities in this category are

initially measured at fair value and are subsequently re-measured at

Financial

are

assets

classified

current

assets

they

have

their fair values. Gains and losses arising from derivatives’ fair value

maturity of less than 12 months and are expected to be disposed

changes, both unrealised and realised, are recognised in profit or

of within 12 months. Otherwise, the item is presented as non-cur-

rent assets. Transaction costs are included in the original carrying

by discounting the instruments’ cash flows.

loss in the period in which they occur. Fair values are determined

amount of the financial assets in the case of an item measured

at amortised cost. Purchases and sales of financial instruments

Other

financial

liabilities

are

measured

fair value

upon

initial

are recognised on the settlement date. The fair values of financial

recognition. Transaction costs are included in the original carrying

instruments are determined using discounted cash flows.

amount. Subsequently other financial liabilities are measured at

amortised cost using the effective interest rate method.

Financial assets at amortised cost

A financial liability is classified as current if the Group does not have

An item of financial assets is measured at amortised cost if the busi-

an unconditional right to defer settlement of the liability for at least

ness model requires the collection of fixed or predetermined cash

12 months after the end of the reporting period. A financial liability

flows. They consist of repayments of capital and interest on capital

(or part of the liability) is not derecognised until the liability has

and arise when the Group provides loans or provides products and

services directly to debtors. If an item of financial assets does not

meet the above conditions, it is measured at fair value. The Group

has been fulfilled or cancelled or is no longer effective.

ceased to exist, that is, when the obligation identified in a contract

typically recognises rental, factoring and trade receivables as well

as loan receivables at amortised cost.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Revenue recognition principles

Contract assets or contract liabilities

– adaptation of IFRS 15

Due to the nature of the business, the company does not have

contract assets or contract liabilities.

The company’s revenue consists mainly of forwarding services, rail-

way transport and terminal services. The company also receives

income from short- and long-term warehousing services. Revenue

Employee benefits

is recognised as goods are assigned to customer or service is con-

Pension arrangements

cluded: as performance obligations are met and customer obtains

The pension arrangements of Nurminen Logistics have been clas-

the goods or services within the performance obligation. Revenue

sified as defined contribution plans.

is recognised with the same price that the company expects to

be entitled to, with sales taxes and other possible compensations

Payments

defined

contribution

plans

are

recognised

deducted from the price. The prices for company’s services are

fixed and generally contain no variable components.

expense in the income statement in the period to which they relate.

In defined contribution plans the Group pays fixed contributions into

Revenue recognition principles have been described below:

a separate entity. The Group has no legal or constructive obligation

to pay further amounts in case the separate entity receiving the

contributions fails to pay out the pension benefits.

Railway services

The company provides international railway transport services with

Defined

benefit

pension

plans

are

insured

life

insurance

various types of wagons in which the goods are delivered to desti-

company, and in addition to the old-age pension benefit, the addi-

nation.

The contract price of trains or containers en route at the end

tional pension insurance covers any survivor’s pension benefit and

of the period is recognises as revenue over time, corresponding to

burial grant benefit. Additional defined benefit pension obligations

the time en route on the closing date relative to the total delivery

are

measured

based

calculations

independent

actuaries.

time. The service is a singular contract obligation, which includes

According to the measurement principles, assets are measured at

transport service to the destination, and the contract price is allo-

fair value on the closing date, costs according to the calculation

cated in full to that obligation.

method and recognised in profit or loss, in addition interest is rec-

ognised in financial items and actuarial gains and losses caused by

The principle of revenue recognition over time has been amended.

the remeasurement of the defined benefit net debt in comprehen-

It will be first applied concerning the trains or containers en route at

sive income, and these items will not subsequently be reclassified

the end of the 2022 financial year and thereafter half-yearly, based

in profit or loss. The defined benefit pension plan is described in

on the IFRS 15 criterion that the performance obligation is fulfilled

more detail in Note 23.

over time when performing a transport service, and the amendment

does not have a material impact on result.

Share-based payments

Forwarding

Starting from 2022, Nurminen Logistics has two share-based incen-

tive programmes for the company’s key personnel: Performance

Forwarding service agreement consists of actions necessary for

Plan

2022–2026

and

Restricted

Plan

2022–2026.

importing, exporting and customs duties. As whole they compile

More details on the share-based incentive schemes are presented

the

concluded within a month from the signing of the agreement. The

company recognises revenue from agreement price when the deliv-

performance

obligation

towards

customer,

which

usually

in Note 22.

The rewards will be paid partly in Nurminen Logistics shares and

ery orders connected to import or export have been received and

partly in cash. The cash proportions of the rewards are intended for

authority over the goods is transferred to customer or other party.

covering taxes and tax-related expenses arising from the rewards

The entire contract price is allocated to a single performance obli-

to the participants. In general, no reward is paid if the participant’s

gation.

employment or director contract terminates before the reward pay-

ment.

Terminal services

Terminal

services

consist

handling

goods

the

arrival

The amount of remuneration paid based on the share-based incen-

departure of goods. The definite content of service is defined at

tive scheme will be cut if the maximum value for remuneration paid

contract level. Terminal service agreement is an entity to which the

contract price is allocated. The contract price is recognised when

the work on handling goods has been completed.

is reached.

for the earning periods 2022–2024 set by the Board of Directors

The Nurminen Logistics Management Team member is obliged to

Warehousing services

hold 50 per cent of the received net reward shares, until the total

Warehousing services consist of renting space from terminal or ter

value of the Management Team member’s shareholding in Nurmi-

minal area for short or long term holding of goods. The warehousing

nen Logistics equals to 50 per cent of their annual base salary of

agreement is an entity to which the contract price is allocated. Prof-

the preceding year.

Respectively, the CEO is obliged to hold 50 per

its from warehousing services are recognised over the time during

cent of the received net reward shares, until CEO´s shareholding

the lease period for which the customer benefits from the service.

in Nurminen Logistics equals to 100 per cent of the CEO´s annual

Lease income is processed according to IFRS 15 standard when

base salary of the preceding year. Such number of Nurminen Logis-

the customer is not given control over the leased space.

tics shares must be held as long as the membership in the Manage-

ment Team or the position as the CEO continues.

Contractual amounts recognised

include

Share-based

transactions

paid

cash

arrangements

on the balance sheet

which the company has granted the persons a right to future cash

Trade receivables

payments by granting them a right to shares that can be redeemed

at the request of either the company or the employee. A liability

Trade receivable is a transaction price to which the company has

resulting from such an arrangement is measured at fair value at the

an unconditional right

end of each reporting period and on the day of settling the debt, and

changes in fair value are recognised in profit or loss for the period in

Trade receivables are non-interest bearing and are typically from 14

question. The benefits granted in the scheme are measured at fair

to 60 days, corresponding to the average payment terms.

value upon granting and expensed in the income statement over

the vesting period.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Income taxes

Right-of-use assets

The income tax expense in the statement of comprehensive income

Nurminen Logistics records the lease at the commencement date

comprises the current tax, adjustments to previous periods’ taxes

of the lease, i.e. the date on which the lessor transfers the asset to

as well as changes in deferred taxes. Income taxes are recognised

the control of the company. The property, plant and equipment are

in profit or loss except when they relate to other comprehensive

measured at cost less accumulated depreciation and impairment

income

equity,

while

income

taxes

are

recognised

within

the

losses and adjusted for any subsequent revaluation of the lease

respective items. Current tax is calculated based on taxable income

liability. The original cost equals the original lease liability. The right-

using tax rates enacted in each country.

of-use assets are subject to impairment testing.

Deferred tax assets and deferred tax liabilities are calculated for

Application of facilitations and significant assumptions

temporary differences between the amounts of assets and liabilities

Nurminen Logistics does not treat short-term leases of less than 12

used for taxation purposes and the carrying amounts for financial

months or low value assets as property, plant and equipment, but

reporting purposes under IFRS. The principal temporary differences

recognises the resulting rental expense in the income statement.

arise

from

financial

instruments

measured

fair value through

Contracts of minor value primarily include IT and office hardware,

profit or loss and depreciation related to component accounting.

company cars and small office spaces. Fixed-term leases are dealt

Deferred taxes are measured at the tax rate that has been enacted

with by the company within the term of a non-cancellable lease

or substantially enacted by the reporting date.

term and are subject to any subsequent option periods when the

A deferred tax asset is recognised to the extent that it is probable

company has reasonable assurance that they will be exercised.

that future taxable profits will be available against which the tempo-

The

management

exercises

discretion

assessing

the

term

rary difference can be utilised. Deferred tax liabilities are recognised

leases valid until further notice, which is based on the company’s

in the statement of financial position in full.

strategic situation and market conditions, as well as the costs that

would be incurred if the leased commodity was replaced by another

commodity.

Tangible Assets and Leases

IFRS 16 requires lessees to recognise all leases in the balance

Leases in which Nurminen Logistics is the lessor are operating

sheet on a right-of-use basis. Leased assets are treated during

the lease term on the same basis as owner-occupied assets and

the right-of-use assets recognised for them on the balance sheet

line basis over the lease term.

leases and are recognised in the income statement on a straight-

are amortised based on the defined lease term. The debt based

The remaining liabilities for leases that do not include property, plant

on the present value of the rent is reduced as the rent is paid. The

group’s right-of-use assets are comprised of the IFRS 16 lease

as off-balance sheet liabilities.

and equipment assets and lease liabilities are disclosed in Note 26

liabilities concerning land and water areas, buildings and machinery

and equipment.

Operating profit

Because of its industry and business model, Nurminen Logistics pri-

The operating profit is the total of sales and other operating income

marily is the lessee in the contracts. The company primarily applies

from which expenses for material and services, employee benefits

the standard to leases on land areas, premises and terminal prop-

and other operating expenses as well as depreciation, amortisa-

erties, as well as terminal machinery and equipment. In determining

tion and impairment losses on non-current assets are subtracted.

the term of a lease, the company has exercised discretion in esti-

Foreign currency differences arising from working capital items are

mating the probability of exercising the extension options of leases

included in the operating result, whereas foreign currency differ-

and included the terms covered by the option in the term of the

lease, if exercising the option is reasonably certain.

financial income and expenses.

ences from financial assets and financial liabilities are included in

Leases are distinguished from service contracts using a control

Hybrid bond

model.

When

the

arrangement

includes

specific

asset

that

A hybrid bond is recognised in shareholders’ equity after equity

under the control of the customer, it is a lease. The contract is rec-

belonging to shareholders. The bond holders do not have any rights

ognised in the balance sheet as a non-current asset and a liability

equivalent to ordinary shareholders. The company has no contrac-

arising therefrom. Service contracts are recognised as an expense

tual obligation to repay the loan capital or the interest on the loan.

in the income statement.

The hybrid bond is initially recognised at fair value less transaction

cost and subsequently the bond is measured at cost. If interest is

Lease liabilities

paid to the hybrid bond, it is recognised directly in retained earn-

ings.

At the commencement date of the agreement, Nurminen Logistics

values the lease liability at the present value of the rent outstand-

ing at that date. Payments include fixed rentals and residual value

Accounting policies requiring

guarantees less any available lease incentives. The company con-

siders lease termination charges as part of the lease payments if it

has considered the option to terminate during the lease term. VAT

management discretion and key

uncertainties associated with estimates

is not included in the amount of the lease liability and management

The preparation of IFRS financial statements requires the compa-

and maintenance fees and other payments of a service nature are

ny’s management to make certain estimates and assumptions and

generally treated as an expense that cannot be capitalised in the

discretion in the application of accounting principles. The estimates

balance sheet.

Interest expenses are recognised through profit or

and assumptions made affect the reported amounts of assets and

loss over the term of the lease and the right-of-use asset is amor-

tised using the straight-line method over the term of the lease

in the income statement.

liabilities in the balance sheet as well as the income and expenses

Rents are discounted using the company’s estimated incremental

In business combinations fair values of the items of property, plant

borrowing rate. The standard defines the incremental borrowing

and equipment and intangible assets are estimated and the depre-

rate as the interest that the lessee would have to pay on borrowing

ciation

and

amortisation

periods

for

the

assets

are

determined.

for the same period and with similar collateral to acquire the asset

The determination of fair value of intangible assets is based on

at the cost of the underlying asset.

estimates about future cash flows to be generated by these assets.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Goodwill is tested for impairment annually. Management’s judgment

tive date. New standards and amendments to existing standards

must be used in determining the cash-generating units for goodwill

coming into effect in the fiscal year starting 1.1.2023 or later are

testing. The recoverable amounts of the cash-generating units are

determined based on value in use. The preparation of these cal-

the following:

culations requires use of estimates. In calculation of value in use

• Amendments to IAS 1 Presentation of Financial Statements and

estimates are made about future cash flows and discount rate to be

the

Making

Materiality

Judgements

statement,

effective

from

used. Estimates are based on budgets and forecasts, which contain

January

2023.

Significant

accounting

principles

will

replaced

some degree of uncertainty.

with material accounting principles. The aim of the amendment is

to help the company to present the accounting principles which

The recognition and measurement of deferred taxes requires the

company’s management to make estimates, especially in the case

information.

are material to understanding the company’s financial statements

of a deferred tax asset recognised based on the Group companies’

losses or another temporary difference for which a deferred tax

• Amendments to IAS 8 Accounting Policies, Changes in Accounting

asset is recognised.

Due to uncertainty regarding use of confirmed

Estimates and Errors, effective from 1 January 2023. The amend-

losses, the Group recognises deferred tax assets in the consoli-

ments clarify the differences between accounting estimates and

dated balance sheet by the principle of prudence.

changes in accounting policies and the correction of errors. The

amendment clarifies that the impacts of new information or change

Property,

plant

and

equipment

well

intangible assets

are

in measurement method on an accounting estimate are changes

reviewed annually as to whether any indications exist that these

assets might be impaired. If indications exist, the asset’s recover-

able amount is estimated.

in previous periods.

in accounting estimates if they are not caused by correcting errors

• Amendments to IAS 12 Income Taxes, effective from 1 January

Items of property, plant and equipment as well as intangible assets

2023.

Going

forward,

deferred

taxes

are

recognised

based

are depreciated and amortised over their estimated useful lives.

assets and liabilities arising from a single transaction. The amend-

The useful lives are reviewed regularly. The management reviews

ments apply to transactions that occur on or after the beginning

regularly, whether if certain items to be divested will not meet the

the

earliest

comparative

period

presented.

The

amendment

criteria of IFRS 5 standard for probability of divestment of an asset

restricts the scope of application of the initial recognition exemption

within 12-month period from classifying these assets as non-current

of deferred taxes so that it is no longer applied to transactions that

assets held for sale. If indications exist, the asset is derecognised

give rise to equal taxable and deductible temporary differences. It

from non-current assets held for sale.

applies to assets and liabilities arising from individual transactions,

such as right-of-use assets and lease liabilities, or restoration obli-

Estimates made in preparing the financial statements are based

gation and corresponding asset if their deferred taxes are not equal.

on the management’s best view and the information available at

the

on experience and other factors that are considered the best view

balance

sheet

date.

Estimates

and

assumptions

are

based

presented as gross.

In the balance sheet these can be netted, but in the notes they are

in measuring such assets and liabilities, whose values cannot be

• Amendments to IAS 1 Presentation of Financial Statements, effec-

derived from other sources. The estimates concerning the future

tive from 1 January 2024. The amendments clarified how an entity

are based on assumptions that are regarded as the most probable

classifies debt and other financial liabilities as current or non-current

at the balance sheet date relating to the expected development of

by clarifying, for example, what the right to postpone settling the

the financial environment of Nurminen Logistics and assumptions

debt at the end of the reporting period if it meets the defined con-

about the development of sales and cost level. Actual results may

ditions on the reporting date means. The probability of the Group

differ from these estimates.

exercising its right to postpone does not affect the classification of

a liability as current or non-current.

Estimates and underlying assumptions are reviewed continuously.

The realisation of estimates and assumptions and the changes in

The adoption of the standards listed above is not expected to have

underlying factors are reviewed regularly by using both external and

internal sources of information. Revisions to accounting estimates

sequent periods.

an impact on Nurminen Logistics Plc’s financial statements in sub-

are recognised in the period in which the estimates are revised if

the revision affects only the period in question. If the revision to

accounting estimate affects both the period in which the estimate is

revised and future periods, the revision is recognised respectively

Impacts of the COVID-19 pandemic

The impacts of the COVID-19 pandemic are still visible in China,

in the period in question and in future periods.

reducing the demand in the Trans-Caspian route. The pandemic is

not estimated to have a major impact on operational business and

development projects.

New and revised standards

and interpretations

War in Ukraine

The International Accounting Standards Board has announced the

following new or revised standards and interpretations, which the

World trade weakening from the current situation as a consequence

Group has not yet adopted but which are estimated to have an

of the war in Ukraine may have a negative impact on the demand

impact on the Group’s financial statements. The Group will apply

for the company’s services and thereby result. In addition, in the

each standard and interpretation as of its effective date or, if the

railway business, food supply-related fertilisers critical to the world

effective date is some other date than the first day of the accounting

or metals required for the green transition being subjected to West-

period, as of the beginning of the financial year following the effec-

ern sanctions due to the war in Ukraine would have a negative

impact on the business of the acquired company Operail Finland

Oy.

Auditing

The interim reports and financial statements release for the 2022

financial year are unaudited.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

2. Net sales and accounting principles
The effects of the IFRS 15 standard are described in the section on calculation principles.
IFRS 15: recognition of sales income when the performance obligation has been satisfied
EUR 1,000			1.1.–31.12.2022		1 Jan–31 Dec 2021
Recognised over time			4,465		3,969
Recognised at a specific time			118,047		137,286
Revenue from contracts with customers			122,511		141,254
Net sales are distributed geographically between Finland, Russia and the Baltics.
Information on geographical areas 2022
EUR 1,000	Finland	Russia	Baltic countries		Total
Net sales	59,223	974	62,314		122,511
Non-current assets	53,822	13	362		54,196
Information on geographical areas 2021
EUR 1,000	Finland	Russia	Baltic countries		Total
Net sales	71,392	1,373	68,489		141,254
Non-current assets	55,575	4	260		55,839
The Chinese and Asian container traffic operations account for EUR 23.5 million (46.8), or 19 per cent (33%) of the Group’s net sales.
Multimodal services account for EUR 16.3 million (11.2), or 13 per cent (8%) of the Group’s net sales.
Cargo services account for EUR 19.8 million (14.6), or 16 per cent (10%) of the Group’s net sales.
The Baltic operations account for EUR 62.3 million (68.5), or 51 per cent (48%) of the Group’s net sales.
Information on biggest customers
In 2022,	the Group did not have any single customer exceeding 10% of the Group net sales.
In 2021, 3. Other operating income	the Group did not have any single customer exceeding 10% of the Group net sales.
EUR 1,000				2022	2021
Gains from sale of property, plant and equipment				1	9
Rental income				43	255
Other items				50	18
Total				93	282
4. Operating expenses
EUR 1,000				2022	2021
Use of materials and supplies*				99,904	113,785
Expenses relating to short term low value leases				1,706	1,109
Administrative expenses				3,892	3,108
Other cost items*				2,620	2,385
Total other operating expenses				8,217	6,602
*The grouping of production costs has been changed, and, as a result, EUR 4.2 million from the comparison period 2021 has been trans- ferred from Other cost items to Use of materials and supplies.
The repayments of lease liabilities in the cash flow from financing activities amounted to EUR 620 thousand in 2022 and EUR 644 thou- sand in 2021.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Auditor fees
EUR 1,000	2022	2021
Auditing	152	152
Other services	10	31
Total	163	183
5. Employee benefit expenses
EUR 1,000	2022	2021
Salaries and fees	6,920	6,662
Pension expenses, defined contribution plans	957	986
Pension expenses, defined benefit plans	-12	0
Other social security costs	272	254
Share-based payments	126	655
Total	8,262	8,558
Information on the management remuneration is presented in Note 29. Related party transactions.
Information on the share-based payments is presented in Note 22. Share-based payments.
Personnel of the Group during the year on average	2022	2021
Total	141	145
6. Depreciation, amortisation and impairment losses
Depreciation and amortisation by asset category:
EUR 1,000	2022	2021
Intangible assets
Intangible rights	3	0
Other capitalised long-term expenditure	334	387
Impairment losses	10	129
Total	347	517
Property, plant and equipment
Buildings	1,601	1,570
Machinery and equipment	61	72
Other tangible assets	34	35
Total	1,696	1,676
Amortisation of right-of-use assets (IFRS 16)	770	774
Total	2,813	2,967
7. Financial income and expenses
EUR 1,000	2022	2021
Financial income
Interest income	70	23
Exchange rate gains	738	225
Total financial income	809	248
Financial expenses
Interest expenses	980	998
Exchange rate losses	867	235
Financial expenses on lease liabilities (IFRS 16)	329	324
Other financial expenses	118	459
Total financial expenses	2,294	2,017
Items above the operating profit include exchange rate differences totalling EUR -318 thousand in 2022 and EUR -127 thousand in 2021.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

9. Earnings per share
	2022	2021
Result attributable to the equity holders of the parent company (EUR 1,000)	-1,041	11,798
Weighted average number of shares, undiluted	77,863,691	75,540,173
Earnings per share, undiluted, EUR	-0.01	0.16
Result attributable to the equity holders of the parent company (EUR 1,000)	-1,041	11,798
Weighted average number of shares, diluted	77,961,285	77,843,064
Earnings per share, diluted, EUR	-0.01	0.15

8. Income taxes
The income tax expense in the statement of comprehensive income consists of the following:
EUR 1,000	2022	2021
Current tax expense	-607	-777
Other direct taxes	-2	0
Deferred taxes, net	157	6,728
Total	-453	5,951
The reconciliation between the income tax expense recognised in the consolidated statement of comprehensive income and the taxes calculated using the Finnish corporate tax rate (20.0%):
EUR 1,000	2022	2021
Result before income tax	1,925	7,825
Corporate tax rate	20%	20%
Income tax calculated using the Finnish corporate tax rate	-385	-1,565
Adjustments
Effect of tax rates used in foreign subsidiaries	507	233
Unrecognised deferred tax assets on losses	-784	-1
Non-deductible expenses	-45	-45
Use of previously unrecognised tax losses	78	496
Recognised deferred tax assets on losses	55	6,617
Other differences	121	216
Total adjustments	-68	7,516
Income tax expense in the income statement	-453	5,951

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

10. Subsidiaries and associates
The companies belonging to the Nurminen Logistics Group are the following:
Subsidiaries				Domicile		Ownership (%)	Share of votes (%)
Nurminen Logistics Services Oy				Finland		100.0%	100.0%
Kiinteistö Oy Kotkan Siikasaarentie 78				Finland		100.0%	100.0%
Kiinteistö Oy Luumäen Suoanttilantie 101				Finland		100.0%	100.0%
Kiinteistö Oy Vainikkalan Huolintatie 13				Finland		100.0%	100.0%
OOO Nurminen Logistics				Russia		100.0%	100.0%
Kiinteistö Oy Helsingin Satamakaari 24				Finland		51.0%	51.0%
Nurminen Maritime Latvia SIA				Latvia		51.0%	51.0%
Nurminen Maritime UAB				Lithuania		51.0%	51.0%
NR Rail Oy was dissolved through liquidation proceedings in January 2022 and RW Logistics Oy in December 2022.
Associates and joint ventures				Domicile		Ownership (%)	Share of votes (%)
Pelkolan Terminaali Oy				Finland		20.0%	20.0%
The Group has 3 subsidiaries with material non-controlling interests.
The following is summarised financial information for the subsidiaries with material non-controlling interests.
The information is before intra-Group eliminations. The profit assets of the Latvian subsidiary are 2,061 thousand euros. No deferred tax
liabilities have been recorded for this, as profits will not be distributed in the foreseeable future. If the profits were distributed entirely as dividends, the tax effect would be 412 thousand euros.		2022				2021
	Kiinteistö				Kiinteistö
Oy Helsingin		Nurminen	Nurminen	Oy Helsingin		Nurminen	Nurminen
Satamakaari		Maritime	Maritime	Satamakaari		Maritime	Maritime
EUR 1,000	24	Latvia SIA	UAB	Total	24	Latvia SIA	UAB	Total
Summary of comprehensive income statement
Net sales	2,570	34,068	28,246	64,884	2,491	16,699	51,791	70,981
Profit before taxes	299	1,573	3,844	5,717	68	57	4,666	4,790
Income taxes	-17	29	578	590	-18	71	702	754
Comprehensive income	316	1,544	3,266	5,126	86	-14	3,964	4,035
Total comprehensive income attributable to NCI	155	757	1,602	2,513	42	-7	1,944	1,979
Summary of balance sheets
Current assets	1,185	3,999	4,204	9,389	441	2,776	6,845	10,062
Non-current assets	39,964	179	183	40,325	39,995	115	145	40,255
Current liabilities	1,323	1,939	936	4,198	1,237	2,183	2,942	6,361
Non-current
liabilities	22,251	0	131	22,382	21,940	14	30	21,984
Net assets	17,575	2,239	3,320	23,134	17,259	695	4,018	21,972
Equity attributable to NCI	8,527	1,098	1,628	11,252	8,372	341	1,970	10,683
Summary of cash flows
Cash flow from operating activities	1,877	731	3,393	6,001	1,742	541	3,678	5,961
Cash flow from investing activities	0	-133	-122	-255	0	-62	-44	-106
Cash flow from financing activities	-1,100	-40	-3,991	-5,131	-1,369	-240	-2,126	-3,734
Net increase/
decrease in cash and cash
equivalents	778	557	-720	615	373	239	1,509	2,121
Dividends paid to NCI during the year	0	0	1,944	1,944	0	99	1,030	1,129

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

11. Property, plant and equipment
						Machin-
	Land	Land and			Machin-	ery and		Prepay-
	and	bodies		Build-	ery and	equip-	Other	ments and
	bodies	of water,		ings,	equip-	ment,	tangible	acquisitions
EUR 1,000	of water	IFRS 16	Buildings	IFRS 16	ment	IFRS 16	assets	in progress	Total
2022
Cost at 1 January	247	8,978	47,163	8,032	17,275	1.780	881	106	84,462
Additions				49	141	208	10	173	582
Transfers between asset categories					29	34	13	-76	0
Disposals					-61	-61			-122
Cost at 31 December	247	8,978	47,163	8,081	17,385	1,961	904	203	84,922
Accumulated depreciation
and impairment losses
at 1 January		-422	-10,673	-7,631	-17,120	-1,062	-723		-37,631
Depreciation for the period		-306	-1,601	-88	-61	-376	-34		-2,466
Accumulated depreciation
for disposals and transfers					61	42			103
Accumulated depreciation
and impairment losses
at 31 December		-727	-12,274	-7,720	-17,120	-1,395	-757		-39,993
Carrying amount
at 1 Jan 2022	247	8,556	36,490	401	156	718	158	106	46,831
Carrying amount
at 31 Dec 2022	247	8,251	34,889	362	265	566	147	203	44,929
Kiinteistö Oy Helsingin Satamakaari 24 was consolidated into the Group in accordance with IAS 16 Property, Plant and Equipment.
Kiinteistö Oy Luumäen Suoanttilantie property, EUR 897 thousand, was previously categorised as held for sale. It was recategorised into fixed assets in 2021. The property has been leased out.
2021
Cost at 1 January	247	8,978	46,266	8,032	17,248	1,774	856	7	83,408
Additions					150	35	3	177	365
Transfer from IFRS 5
Non-current assets held for sale to property, plant and equipment			897						897
Transfers between asset categories					-76	85	22	-79	-47
Disposals					-48	-114			-162
Cost at 31 December	247	8,978	47,163	8,032	17,275	1,780	881	106	84,462
Accumulated depreciation
and impairment losses
at 1 January		-116	-9,104	-7,558	-17,067	-728	-687		-35,260
Depreciation for the period		-306	-1,570	-74	-72	-395	-35		-2,450
Accumulated depreciation
for disposals and transfers					19	61			80
Accumulated depreciation
and impairment losses
at 31 December		-422	-10,673	-7,632	-17,120	-1,062	-723		-37,631
Carrying amount
at 1 Jan 2021	247	8,862	37,162	474	181	1,047	168	7	48,148
Carrying amount
at 31 Dec 2021	247	8,556	36,490	401	156	718	158	106	46,831

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

12. Intangible assets
			Other intangible
EUR 1,000	Goodwill	Intangible rights	assets	Total
2022
Cost at 1 January	6,171	838	5,597	12,606
Additions		26	72	98
Cost at 31 December	6,171	863	5,669	12,703
Accumulated depreciation and impairment losses at 1 January	-5,271	-836	-4,415	-10,522
Depreciation for the period		-3	-334	-337
Impairment losses			-10	-10
Accumulated depreciation and impairment losses at 31 December	-5,271	-839	-4,759	-10,869
Carrying amount at 1 Jan 2022	899	2	1,183	2,084
Carrying amount at 31 Dec 2022	899	24	911	1,834
2021
Cost at 1 January	6,171	838	5,728	12,736
Additions			11	11
Transfers between asset categories			100	100
Disposals			-241	-241
Cost at 31 December	6,171	838	5,597	12,606
Accumulated depreciation and impairment losses at 1 January	-5,271	-836	-4,055	-10,162
Depreciation for the period			-387	-387
Impairment losses			-129	-129
Accumulated depreciation for disposals and transfers			157	157
Accumulated depreciation and impairment losses at 31 December	-5,271	-836	-4,415	-10,522
Carrying amount at 1 Jan 2021	899	2	1,673	2,574
Carrying amount at 31 Dec 2021	899	2	1,183	2,084
Information on goodwill impairment testing is provided in Note 15. Impairment of assets.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

13. Leases
In consolidated statement of comprehensive income
EUR 1,000				2022	2021
Payments for short-term or low value leases				4,007	4,633
Depreciation, amortisation and impairment losses				770	774
Operating profit				4,777	5,407
Financial expenses				329	324
Profit for the financial period				5,105	5,731
Payments for short-term or low value leases include container rents of EUR 2,545 thousand (2021: EUR 3,525 thousand).
In consolidated statement of financial position
EUR 1,000	Land and
	bodies of		Machinery and		Right-of-use
Assets	water	Buildings	equipment		assets total
2022
Cost at 1 January	8,978	8,032	1,780		18,790
Additions		49	208		257
Disposals			-61		-61
Transfers between asset categories			34		34
Cost at 31 December	8,978	8,081	1,961		19,021
Accumulated depreciation at 1 January	-421	-7,631	-1,062		-9,115
Accumulated depreciation for disposals			42		42
Depreciation for the period	-306	-88	-376		-770
Transfers between asset categories					0
Accumulated depreciation at 31 December	-727	-7 720	-1,396		-9,842
Carrying amount at 1 Jan 2022	8,557	401	718		9,676
Carrying amount at 31 Dec 2022	8,251	362	566		9,179
2021
Cost at 1 January	8,978	8,032	1,774		18,784
Additions			35		35
Disposals			-114		-114
Transfers between asset categories			85		85
Cost at 31 December	8,978	8,032	1,780		18,790
Accumulated depreciation at 1 January	-116	-7,558	-728		-8,402
Accumulated depreciation for disposals			114		114
Depreciation for the period	-306	-74	-395		-774
Transfers between asset categories			-53		-53
Accumulated depreciation at 31 December	-421	-7,631	-1,062		-9,115
Accumulated depreciation at 31 December	-116	-7,558	-728		-8,402
Carrying amount at 1 Jan 2021	8,862	474	1,046		10,383
Carrying amount at 31 Dec 2021	8,557	401	718		9,676
EUR 1,000				2022	2021
Liabilities
1.1.				9,887	10,467
Additions				249	64
Disposals				-639	-644
Other changes				0	0
31 December				9,497	9,887
Non-current lease liabilities				8,947	9,211
Current lease liabilities				550	676
Total				9,497	9,887
The maturity breakdown of lease liabilities is presented in Note 25.
Impact of leases on the Group’s cash flows
Net cash flow from operating activities				-329	-324
Cash flow from financing activities				-620	-644
Increase (+) / decrease (-) in cash and cash equivalents				-949	-968

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

14. Carrying amounts of financial assets and financial liabilities by category
			Financial	Liabilities	Carrying
		Assets measured	assets valued	measured at	amounts in the
EUR 1,000	Note	at amortised cost	at fair value	amortised cost	balance sheet
2022
Financial financial assets and liabilities according to IFRS 9
Long-term financial assets
Non-current receivables	17	30	319		349
Short-term financial assets
Trade and other receivables	19	9,098			9,098
Cash and cash equivalents	20	6,141			6,141
Long-term financial liabilities
Interest-bearing liabilities				15,568	15,568
IFRS 16 lease liabilities	13			8,947	8,947
Short-term financial liabilities
Interest-bearing liabilities				10,004	10,004
IFRS 16 lease liabilities	13			550	550
Trade payables	25			4,811	4,811
Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma
Säästöpankki Plc. As of 31 December 2022, EUR 466 thousand of the credit limit was used, included in short-term interest bearing
liabilities. The limit was not in use in the financial statements of 31 December 2021. Financial assets valued at fair value have been measured according to level 1.			Financial	Liabilities	Carrying
		Assets measured	assets valued	measured at	amounts in the
EUR 1,000	Note	at amortised cost	at fair value	amortised cost	balance sheet
2021
Financial financial assets and liabilities according to IFRS 9
Long-term financial assets
Non-current receivables	17	21			21
Short-term financial assets
Trade and other receivables	19	18,709			18,709
Cash and cash equivalents	20	7,003			7,003
Long-term financial liabilities
Interest-bearing liabilities				25,106	25,106
IFRS 16 lease liabilities	13			9,211	9,211
Short-term financial liabilities
Interest-bearing liabilities				1,924	1,924
IFRS 16 lease liabilities	13			676	676
Trade payables	25			7,675	7,675
After initial recognition, the Group’s cash and cash equivalents are classified as at fair value through profit or loss, amortised cost or financial
assets and financial liabilities at fair value through other comprehensive income.
The carrying amounts of these financial assets and liabilities substantially correspond to their fair values and are classified in level 2 of the fair value hierarchy.
The following levels are used in measuring fair values:
Level 1: Fair value is determined based on quotations from the market.
Level 2: Fair value is determined using valuation techniques. Fair value means the value that can be determined from the market value
of parts of a financial instrument or similar financial instruments; or a value that can be determined using valuation models and methods
generally accepted in the financial markets, if the market value can be reliably determined using them.
Level 3: Fair value is determined using valuation techniques in which the factors used have a significant effect on the recorded fair value
and these factors are not based on observable market data.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

15. Impairment of assets
Goodwill is tested for impairment annually, and if indications of impairment exist. The recoverable amount in the impairment testing calcu-
lations is determined based on value in use.
An impairment loss is recognised if the carrying amount of the assets allocated to a cash-generating unit, including goodwill, is higher than the unit’s recoverable amount. The recoverable amount of each cash-generating unit is determined by discounting the estimated future
cash flows of the unit.
Goodwill is allocated for cash generating units (CGUs) for impairment testing. Starting from 2023, Nurminen Logistics Plc Group has two
cash-generating units (CGUs):	Operations in Finland and the Baltics (49% minority). Goodwill is allocated in full to business operations
in Finland. Business in Russia was wound down in 2022 as a result of the war in Ukraine. The management estimates that the COVID-19
pandemic will not have a significant impact on the company’s impairment testing.
EUR 1,000	Business in Finland
		2022		2021
Goodwill on consolidation		899		899
Signals on possible depreciation of assets are regularly observed from information sources within and outside the Group. Such signals
can be, for example, unexpected deviations from key assumptions in Group reporting. In addition to this the signals can be changes in competition or other circumstances in the market, or new regulations or concessions that have an impact on various business fields.
Impairment test calculations on cash flow are based on budgets and strategic forecasts accepted by management for coming five years.
For the time period after this forecast period (terminal value) estimated cash flows have been defined by using long term growth forecasts.
Essential assumptions having an impact on defining values in use are connected to development of net sales and profitability, and to weighted average cost of capital (WACC) used in discounting cash flows.
For the five-year time period the cash flow has been estimated to develop according to the company’s medium-term net sales and profit- ability goals. Sales increase and profitability level development have been estimated based on businesses recent development and gen- eral forecasts. Terminal value is based on 1% growth in cash flow. The cash flow forecast is based on turnover and profitability forecasts
made for each business unit, which are based on budget for the year 2023 and long-term strategy approved by management. These are affected by market development in Finland and neighboring regions, planned growth in international railway service and actions to improve
profitability in the company.
The discount rate is based on industry average WACC after tax. The discount rate used is 8.72%. The corresponding pre-tax discount rate
is 10.27%. Discount rate and impairment test calculation take into account market risks and capital intensity. The cost for equity affecting
on WACC is consistent with the Group’s long-term targets. Net sales in the Finnish and Russian businesses was EUR 60.2 million in 2022.
The net sales are expected to increase especially due to international cargo train traffic in 2023. The estimated annual increase in net sales
(CAGR) over the years 2023–2027 averages 6.9%. The forecast average increase in net sales per year over the years 2023–2027 is 2.0
%. The operating margin for the underlying business is expected to improve up to the level of Group’s long-term target by the end of the estimation period. (The Group’s mid-term target is a minimum of 9%.) Tax rate of 20% has been used.
CGU net sales and operating result
2020–2027	Actual (Finland-Russia)					Forecast (Finland)
	2020	2021	2022	2023	2024	2025	2026	2027	2027
									Terminal value
Net sales	35,253	72,765	60,197	77,737	79,307	80,913	82,554	84,231	85,073
Operating result	-3,376	4,954	-2,041	10,693	11,032	11,379	11,734	12,495	12,643
Sensitivity analysis when one component changes:
The management estimates that the most sensitive judgements relate to changes in terminal growth, profitability and WACC.
Forecast period 2023–2027		Change					Impact of change on
							recoverable amount
•	Terminal growth 1%	Terminal growth -1%-point i.e.						EUR -10.4 million
		terminal growth 0%
•	WACC 8.72%	WACC +1 %-point i.e. WACC 9.72%						EUR -13.7 million
•	Average EBIT 14.2% and EBITDA 17.5%	EBITDA decrease 1%-point i.e.					EUR -8.7 million
		average EBITDA 16.5%
Based on the sensitivity analyses, the management evaluates that above mentioned essential judgements would not cause a situation in which the carrying amount of cash generating units would exceed the recoverable amount, and this would not cause impairment loss on goodwill in fiscal year 2023. The cash flow estimate is 2.8 times the CGU’s assets employed.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

16. Investments in equity-accounted investees
EUR 1,000		2022	2021
At 1 January		174	205
Share of profit/loss for the year		2	-32
At 31 December		176	174
The equity-accounted investees (listed below) are not material for the Group.	Registered office		Ownership (%)
Pelkolan Terminaali Oy	Finland		20.0%
The financial statements for the joint venture have been composed according to FAS, and they have been consolidated into Group accounts
using the equity method. If the financial statements would be composed according to IFRS, the consolidation would not be substantially
different from consolidation according to FAS.
17. Non-current receivables
EUR 1,000		2022	2021
Financial assets at fair value through profit or loss		319
Other receivables		30	21
Total		349	21
The financial assets at fair value through profit or loss are Oma Säästöpankki funds.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

18. Deferred tax assets and liabilities
		Recognised		Exchange
	1 Jan	in the income	Divest-	rate dif-	31 Decem-
EUR 1,000	2022	statement	ments	ferences	ber 2022
Movements in deferred taxes during 2022:
Deferred tax assets:
Confirmed losses	6,617	55			6,672
Lease liabilities	1,943	-98	6		1,851
From pension provisions		-2	13		11
Intangible and tangible assets	88	80		9	177
Total	8,649	34	19	9	8,711
Netting of deferred taxes	-1,921				-1,803
Deferred tax assets net	6,728	34	19	9	6,908
Deferred tax liabilities:
Tangible assets	1,921	-123	6		1,804
Total	1,921	-123	6	0	1,804
Netting of deferred taxes	-1,921				-1,803
Deferred tax liabilities net	0	-123	6	0	0
		Recognised		Exchange
	1 Jan	in the income	Divest-	rate dif-	31 Decem-
EUR 1,000	2021	statement	ments	ferences	ber 2021
Movements in deferred taxes during 2021:
Deferred tax assets:
Confirmed losses		6,617			6,617
Lease liabilities	2,069	-126			1,943
Intangible and tangible assets		88			88
Total	2,069	6,580	0	0	8,649
Netting of deferred taxes	-2,069				-1,921
Deferred tax assets net	0	6,580	0	0	6,728
Deferred tax liabilities:
Tangible assets	2,069	-148			1,921
Total	2,069	-148			1,921
Netting of deferred taxes	-2,069				-1,921
Deferred tax liabilities net	0	-148	0	0	0
EUR 1,000				2022	2021
Deferred taxes
Confirmed losses of Group companies for which no deferred tax assets have been recognised.				14,783	11,558
The confirmed losses will expire in 2022–2030 or later.
Off-balance sheet deferred tax assets from losses in prior periods				2,957	2,312
The deferred tax assets include an item of EUR 6,672 thousand associated with unused tax losses of Nurminen Logistics Plc and Nurminen
Logistics Services Oy. The measures taken in 2022 to reduce the railway business container position and reallocate the resources were the consequence of the war in Ukraine, and they burdened the result in the form of non-recurring expenses totalling EUR 3.5 million. As a result, Nurminen Logistics Services Oy’s result for 2022 was at a loss. Measures taken in 2022 to lighten the cost structure, together with the acquisition of Operail Finland Oy, facilitate positive development of the operating result starting from 2023. The company’s manage- ment assesses based on the strategy figures and comprehensive supplementary materials that the deferred tax assets recorded in the consolidated statement of financial position will likely be used, and according to the management’s estimate, the recognised deferred tax
assets will be used by the end of 2026. In addition, the management estimates that the deferred tax assets not recognised in the balance
sheet will be used by the end of 2027.					9 thousand euros of losses expired in 2022,of which deferred tax asset was 1 thousand euros.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

The combined profit before tax for Nurminen Logistics Plc and Nurminen Logistics Services Oy was +3,114 thousand euros in 2021
and -2,087 thousand euros in 2022, and in the forecast period 2023-2027 an average of + 10,485 thousand euros per year.
Sensitivity analysis when one component changes:
Forecast period 2023–2027		Change					Impact of change on
							recoverable amount
							No effect on the use of balance
Forecast period average profit before		Profit before taxes 90% of forecast					sheet deferred tax assets
tax is 10% less than estimated							No effect on the use of off-balance
							sheet deferred tax assets
							The use of balance sheet deferred
Forecast period average profit before		Profit before taxes 85% of forecast					tax assets is postponed by a year.
tax is 15% less than estimated							The use of off-balance sheet deferred
							tax assets is postponed by a year.
							The use of balance sheet deferred
Forecast period average profit before		Profit before taxes 80% of forecast					tax assets is postponed by a year.
tax is 20% less than estimated							The use of off-balance sheet deferred
							tax assets is postponed by a year.
Expiration of deferred tax assets:
EUR 1,000	2023	2024	2025	2026	2027	2028	2029	2030	Later
Deferred tax assets	1,191	691	786	950	347	709	1,051	761	186
19. Trade and other receivables
EUR 1,000								2022	2021
Trade receivables								7,060	14,101
Prepaid expenses and accrued income								1,914	3,980
VAT receivables								111	625
Other receivables								12	3
Total								9,098	18,709
The company has booked a provision for bad debts in 2022 amounting to EUR 93 thousand (EUR 156 thousand in 2021)
Trade and other receivables in currencies
EUR								6,127	12,525
USD								2,944	4,982
RUB								27	1,202
								9,098	18,709
The carrying amounts of current receivables best represent the maximum exposure to credit risk, excluding fair value of any collaterals, in the case other party to an agreement fail to discharge an obligation concerning financial instruments. The receivables do not contain any significant
concentrations of credit risk. The carrying amounts of trade and other current receivables are in essentially equivalent to their fair values.
20. Cash and cash equivalents
EUR 1,000								2022	2021
Cash and bank balances								6,141	7,003
Cash and cash equivalents in the balance sheet								6,141	7,003
Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

21. Information about equity
The Board members of the parent company review the capital structure and gearing of the Group on regular basis. The mid- to long-term
target for gearing has been set to less than 100. The Board of the parent company may take measures if development of the gearing is unfavourable. Gearing calculated from the consolidated statement of financial position of the Group was 119.8% at the end of 2022 and 115.9% at the end of and cost of capital.	2021.	Equity management covers both equity and interest-bearing liabilities. The aim is to secure business continuity
						Reserve for
						invested
			Share capital,	Share premium	Legal reserve,	unrestricted
		Number of	thousands	reserve, thou-	thousands	equity, thou-
		shares	of euro	sands of euro	of euro	sands of euro
	31 December 2017	44,254,174	4,215	86	2,378	26,430
	31 December 2018	44,254,174	4,215	86	2,378	26,430
	Directed share issue	350,000
	31 December 2019	44,604,174	4,215	86	2,378	26,430
	Directed share issue
in April 2020		120,000				29
	Free share issue in
	September 2020 **	143,539
	Directed share issue in
	December 2020 ***	29,344,954				9,092
	31 December 2020	74,212,667	4,215	86	2,376	35,550
	Hybrid bond conversion
to shares in July 2021****						1,288
	Directed free share
	issue in July 2021*****	105,728
	31 December 2021	77,194,190	4,215	86	2,376	36,838
	Directed free share issue
	in February 2022******
		774,386
	Repayment of equity
	in April 2022*******					-740
Directed free share issue	in July 2022********	133,078
	Repayment of equity in					-507
	September 2022*********
	31 December 2022	78,101,654	4,215	86	2,376	35,591
		* directed share issue to the CEO, subscription price EUR 0.24 per share. There was a weighty financial reason for the company to deviate from				the pre-emptive subscription right of the shareholders, as the share issue was part of the execution of the CEO’s long-term incentive plan.
**		issue without consideration to the company itself, for the payment of remuneration to the Board of Directors
***		directed share issue to Finnish investors, subscription price EUR 0.31692 per share. There was a weighty financial reason for the company
		to deviate from the pre-emptive subscription right of the shareholders, as the share issue best served the interests of the company and all	shareholders and made real estate transaction in Vuosaari possible.
****		Ilmarinen Mutual Pension Insurance Company converted the remaining EUR 1.25 million hybrid bond into shares in summer 2021.
***** Directed free share issue in July 2021.
****** Directed free share issue without consideration in February 2022.
******* Repayment of equity in April 2022.
******** Directed free share issue without consideration in July 2022.
********* Repayment of equity in September 2022
The company’s shares have no nominal value.
The maximum share capital of the company is EUR 4,215 thousand.
The company held 65,262 of its own shares at 31 December 2022.
Reserves included in equity
Share premium reserve
The share premium reserve comprises both share issue gains arisen in the years 1997-2006, less transaction costs, as well as gains
from sales of own shares.
Legal reserve
The share issue gains accrued from those share issues carried out before the entry into force of the amended Finnish Limited Liability
Companies Act on 1 September 2006, have been recognised in the legal reserve.
Reserve for invested unrestricted equity
The reserve for invested unrestricted equity comprises the share issue gains arisen from the directed share issues.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

22. Share-based remuneration
According to the resolution of the Annual General Meeting, 50 per cent of the annual remuneration of the members of the Board will be
paid in the company’s shares in 2022. The share of Board members’ share awards recognised as an expense in the income statement
was EUR 109 thousand euros in 2022. The number of shares transferred to the Board members was 133,078 based on the price on the payment date of 1 July 2022.
On 4 July 2022, the Board of Directors of Nurminen Logistics Plc decided to create two new share-based incentive programs for the com- pany’s key personnel: a performance-based share bonus plan 2022–2026 and a share bonus plan to encourage commitment 2022–2026.
The aim of the programs is to harmonize the goals of key personnel and the shareholders of Nurminen Logistics Plc and, thus, increase
the company’s value in the long term, promote economic and efficient performance, as well as encourage commitment of key personnel
to the company by offering them a competitive, performance-based earnings opportunity.
Performance Share Plan 2022–2026
The Performance Share Plan 2022–2026 consists of three performance periods, covering the financial years of 2022–2024, 2023–2025
and 2024–2026 respectively.
In the plan, the target group is given an opportunity to earn Nurminen Logistics shares based on achieving performance targets set by the Board of Directors. The Board of Directors decides on the plan’s performance criteria and targets to be set for each criterion at the beginning
of a performance period. The potential rewards based on the plan will be paid after the end of each performance period.
During the performance period 2022–2024, the following performance criteria are used as the basis for the reward:
• Total Shareholder Return (TSR), weight 50%
• Operative Cash Flow and Change in Net Working Capital, weight 50%
• employee satisfaction (eNPS), a variable that can vary between 0.9 and 1.1.
The gross rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of an approximate maximum
total of 500,000 Nurminen Logistics Plc shares. The Board of Directors has approved approximately 10 key employees as eligible for participating in the performance period 2022–2024.
Restricted Share Plan 2022–2026
The Restricted Share Plan is intended to be used as a tool in specific situations seen necessary by the Board of Directors, for example
ensuring retention of key talents, attracting new talent or other specific situations determined by the Board.
The reward from the Restricted Share Plan 2022—2026 is based on a valid employment or director contract and the continuity of the employment or service. The plan is intended for selected key employees only, based on the decision by the Board of Directors.
The rewards to be earned on the basis of the plan will be paid by the end of May 2024, 2025 or 2026 but in any event a minimum twelve
months after the determination of the Reward.
The gross rewards to be allocated during 2022–2026 on the basis of the restricted share plan correspond to the value of maximum 500,000
Nurminen Logistics Plc shares.
The assumptions used in the accounting entries for the share-based remuneration plan are described in the following tables:	Plan 2022–2024
Granting date	4 July 2022
Fair value of the share reward at the time of granting, EUR	0.69
Share price at the time of granting, EUR	0.77
Estimated dividends	0.08
Share price limit of the reward, EUR	3.00
Maximum number of shares paid	416,000
Earning period start date	4 July 2022
Earning period end date	30 April 2025
Persons	7
The value of the share at the time of granting, or the fair value of the share, is defined as follows: the value of the share at the time of granting is the share price of the granting date less estimated dividends paid during the earning period.
The expense included in the income statement is specified in the following table:
EUR 1,000	2022
Cost impact of share-based payments	17
The expense to be recognised in the 2023–2024 financial years was estimated at 31 December 2022 to be approximately EUR
95 thousand. The actual amount may differ from the estimate.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

23. Defined benefit pension plans
Characteristics of the defined benefit pension plans
The employer has promised an additional pension benefit to a group of employees. The additional pension arrangements result from a prior
acquisition.	In order to fulfil its promise, the employer has taken out additional pension insurance policies from a life insurance company.
The arrangement is closed to new employees, and it covers 31 persons, none of whom are members of the Executive Board. In addition
to the old-age pension benefit, the additional pension insurance policies include any survivor’s pension benefit and burial insurance.
The insurance company collects insurance premiums annually from the employer. The insurance premium is primarily comprised of index
increases paid on the earned benefits. The benefits paid after retirement are annually increased by the TyEL index specified in the insur- ance policies. The insurance company indemnifies the paid pensions with its own, yield-based index, and any deficit compared to the paid
TyEL index is charged to the employer as an “index difference charge”. In addition, the pension premium includes a management expense
component to cover the insurance company’s expenses for managing the plans.
Depending on the insurance policy, 3.5% or a lower interest rate is used in calculating the insurance premiums.
Risks relating to defined benefit plans
Changes in the yield expectations of bonds. In the employer’s IFRS financial statements disclosures – in deviation from the national prac- tice – the obligation resulting from the pension promise is measured at market values. The pension obligation recognised for the additional
pension insurance policies in the IFRS financial statements depends on the yield expectations of bonds issued by reputable companies at the closing date. If the yield expectation decreases, the pension obligation calculated according to IAS 19 increases. Because the employer
is not liable for the investment risk, an increase in the yield expectation also affects the value of the assets corresponding to the pension
obligation, determined under the principles of IAS 19. The value of the assets increases when the yield expectation decreases, which offsets the increase in the pension obligation.
Inflation risk. The risk of inflation is taken into consideration in calculating the pension obligation. Inflation is an estimate of the long-term
change in consumer prices. The inflation assumption used in the calculation is market-based, and its horizon must correspond with the average duration of the pension obligation. In accordance with the insurance policies, the pensions paid in the plan are tied to the TyEL
index, changes in which depend on actual inflation (80%) and general wage index (20%). The employer is liable for the difference between the TyEL index and the index rebate granted by the insurance company. High inflation results in an increase in the pension obligation and thereby additional expenses for the employer.
Mortality risk. If the pension benefit recipient’s actual lifetime is higher than expected, the insurance company covers the resulting risk.
The Gompertz mortality model, used in the statutory pension system, is used in the IFRS calculations. Any change in the mortality model
used by the insurance company will only be reflected in the employer’s future insurance premiums.
Other risks. When a person with a paid-up policy retires, the final amount of the pension is revised, and this might result in additional costs
to the employer. Moreover, in these cases where the benefits are tied to the TyEL index, index increases between the granting of a paid-up
policy and start of the pension for which the employer is liable will only be charged in the year the pension is granted.
Uncertainty of future cash flows. A sensitivity analysis as of the end of the reporting period is disclosed in IFRS reporting for each sig- nificant actuarial assumption, indicating how somewhat possible changes in the actuarial assumption would have affected the defined
benefit pension obligation during the year. The pension obligation of the sensitivity analysis is calculated using the projected unit credit
method. The sensitivity analysis only takes into consideration the impact of changes in actuarial assumptions on the pension obligation
and corresponding assets so that a change in the assumptions does not have an effect on the insurance premiums paid during the year
and taken into consideration in assets
Defined benefit obligations
EUR 1,000	2022
Cost of defined benefit plans
Net interest (+expense/-income)	1
Defined benefit cost recognized in consolidated statement of income	1
Actuarial gains/losses
Yield of the assets included in the plan, excluding items relating to net interest	24
Empirical changes	7
Recognised in comprehensive income, total remeasurement effect	31
In statement of financial position
Current value of defined benefit obligations transferred to reserves	524
Fair value of plan assets	-469
Net defined benefit debt	55
Changes in the fair value of plan assets
Assets at 1 January	521
Interest income	18
Yield of assets, excluding interest income included in net interest expense	-7
Employer’s contributions	12
Benefits paid	-75
Assets at 31 December	469

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Change in the current value of the plan obligation			2022
Obligation at 1 January			556
Expense based on work performance during the period			19
Interest expense			24
Fulfilment of the obligation			-75
Obligation at 31 December			524
The estimated payments to defined benefit plans amount to EUR 13 thousand in 2023.
Key actuarial assumptions			2022
Discount rate, %			3.5%
Future pay increase, %			0.0%
Insurance company’s customer rebate, %			0.0%
Increase in benefits, %			2.9%
Inflation, %			2.7%
Sensitivity analysis of significant actuarial assumptions
Possible changes in certain significant actuarial assumptions, should the other variables remain unchanged, would have had the following
effect on the defined benefit obligation:
Assumptions	Change in		2022
	assumption
Discount rate	0.50% increase		-18
	0.50% decrease		19
Increase in benefits	0.50% increase		16
	0.50% decrease		-15
- an increase/decrease of 0.50% in the discount rate would result in a 3.4%/3.6% decrease/increase in the defined benefit obligation
- an increase/decrease of 0.50% in the benefit increase assumption would result in a 3.1%/2.9% increase/decrease in the defined benefit
pension obligation
The sensitivity analysis presented above might not necessarily give a true view of the actual impacts of the changes. Should several
assumptions change simultaneously, the combined effect of these changes might not be the same as the sum of individual changes. If the changes in the assumptions differ from the amounts described above, the effect on the defined benefit obligation will not necessarily
be linear
EUR 1,000			2022
Maturity distribution of non-discounted pension liability
During the next 12 months			80
1–5 years			220
5–10 years			162
Over 10 years			244
Total			707
The average duration of the defined benefit obligation was 7 years at the end of the reporting period.
24. Interest-bearing liabilities
EUR 1,000		2022	2021
Interest-bearing net liabilities
Non-current interest-bearing liabilities		24,515	34,317
Current interest-bearing liabilities		10,554	2,600
Interest-bearing liabilities, total		35,068	36,917
Cash and cash equivalents		6,141	7,003
Interest-bearing net liabilities, total		28,928	29,914
Interest-bearing liabilities in currencies
EUR		35,068	36,917

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

25. Trade payables and other liabilities
EUR 1,000	2022	2021
Current
Trade payables	4,811	7,675
Advances received	148	284
Other liabilities	362	435
Accrued expenses	4,993	10,230
Total trade payables and other liabilities	10,314	18,624
Trade payables and other liabilities in currencies
EUR	8,917	14,940
SEK	32	0
NOK	180	0
USD	1,177	3,023
RUB	6	661
	10,314	18,624
Non-current
Other liabilities	108	106
Non-current liabilities	108	106
The most significant items under accrued expense consist of operational accrued expenses of EUR 1,431 thousand in 2022 (EUR 4,971
thousand in 2021) and accrued personnel expenses of EUR 1,841 thousand in 2022 (EUR 1,251 thousand in 2021).
26. Financial Risk Management
The goal of the Group’s risk management is to minimise the harmful effects of changes in the financial markets on the Group’s result and equity. The policy for managing financial risks is based on the main principles approved by the Board of Directors. The company’s finance
department is responsible for daily risk management within the limits set by the Board.
Currency risk
Currency risk arises from foreign currency imports and exports, from the financing of foreign subsidiaries and from the translation of sub- sidiaries’ equity in foreign currency.
The Group manages the currency risk inherent in cash flows by keeping foreign currency income and expense cash flows in the same currency, and by matching them simultaneously to the extent possible. If matching is not possible, part of an open exposure may be hedged.
Foreign currency transaction risk exposure can be hedged if its countervalue exceeds EUR 500 thousand. Exposures greater than EUR 2
million are hedged 50–110%. Foreign currency risk of the net translation exposure can be hedged 25–75%. Instruments used in hedging
include forward contracts and plain vanilla options. Exotic options are forbidden. The hedge ratio is considered based on the current eco- nomic trends and the predicted currency prospects as well as the functionality of each currency’s hedge market. In extraordinary hedging
market circumstances, the company may deviate from the guidelines above.
Currency amounts in bank accounts should be kept as small as possible without disturbing payment transactions. The amount of cash and cash equivalents denominated in foreign currencies may not exceed three per cent of the balance sheet total.
Interest rate risk
Interest rate risks to the Group derive mainly through interest-bearing debts. The purpose of interest rate risk management is to diminish
the effect of market interest rate movements on cash flows from financing. Hedging instruments may include forward rate agreements and interest rate futures, interest rate swaps and interest collar agreements.
Liquidity risk
The purpose of liquidity risk management is to ensure sufficient financing in all situations. Funds required for about two weeks’ payment
transactions will be reserved as a buffer for liquidity of payment transactions. The Group aims to guarantee the availability and flexibility
of financing by using a number of financial institutions and financing methods in raising finance.
The financial statements are based on the principle of business continuity. The company’s management estimates that cash flow generated
by the company will cover the current business needs and current liabilities for the next 12 months. The sufficiency of cash flows is subject
to risks if estimates deviate considerably from expectations. If the Group is unable to secure sufficient long term financing arrangements, the continuity of operations can be at risk. The measurement of the assets in the financial statements is based on the going concern
assumption. If the forecasts do not materialise, it may be necessary to recognise impairment losses on assets.
Credit risk
The objective of credit risk management is to minimise losses which arise from the counterparty neglecting their obligations. The Group
manages the counterparty risk based on the customer credit rating and engages in active debt collection, when necessary.
The Group has made ECL measurement analysis according to IFRS 9. The provision for credit losses is recognised in profit or loss.
The Group has not applied hedge accounting for interest rates or currencies, nor has it used hedging instruments during 2022 and 2021.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

INTEREST RATE RISK
Sensitivity analysis for interest rate risk
In calculating the sensitivity to changes in the interest rate level, the following assumptions have been used:
•	the change in the interest rate level has been assumed to be +/– 100 bps
•	At a time of negative reference interest rates, interest rate movements affect as diluted. In the analysis, reference interest rates are thought
	to be at least zero.
Sensitivity analysis for variable interest rate loans					2022
EUR 1,000			31 December 2022	Income statement 100 bp
				Increase		Decrease
Total amount of variable interest rate loans			25,106
Variable interest rate instruments				-204		204
Total effect				-204		204
					2021
EUR 1,000			31 December 2021	Income statement 100 bp
				Increase		Decrease
Total amount of variable interest rate loans			27,030
Variable interest rate instruments				-265
Total effect				-265
Market-based loans are raised mainly as variable interest rate loans. Nurminen Logistics hedges the interest rate risk of market-based
loans by selecting the interest rate periods and with derivative instruments, mainly interest rate swaps. No interest rate swaps were used
in 2022 and CURRENCY RISK	2021.
In calculating the sensitivity to changes in exchange rates, the following assumptions have been used:
•	the change in the exchange rate has been assumed to be +/– 10%
•	other variables remain constant
				2022
				Trade receivables 10%	Trade payables 10%
EUR 1,000		USD	decreases	increases	decreases	increases
Total currency items	Trade receivables	2,944
Trade payables		2,566
Total effect			-251	307	219	-267
				2021
				Trade receivables 10%	Trade payables 10%
EUR 1,000		USD	decreases	increases	decreases	increases
Total currency items	Trade receivables	4,982
Trade payables		3,023
Total effect			-400	489	243	-297
					Balance sheet
					exchange rate
Exchange rates used					2022	2021
USD					1.07	1.13

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

LIQUIDITY RISK
The contractual cash flows of loan instalments and interests at 31 December 2022 were the following:
	1–3	4 months–		2–5
EUR 1,000	months	1 year		years	5 years –>
Loans from financial institutions	756	8,782		5,409	10,159
Credit limit	466
Lease liabilities	220	608		2,252	10,814
Trade payables	4,811
Interest to financial institutions	278	584		3.442	1.653
Total	6,531	9,974		11,102	22,626
The contractual cash flows of loan instalments and interests at 31 December 2021 were the following:	1–3	4 months–		2–5	5 years
EUR 1,000	months	1 year		years	–>
Loans from financial	557	1,367		15,789	9,316
institutions
Lease liabilities	230	691		2,316	11,275
Trade payables	7,675
Interest to financial institutions	174	660		1,930	798
Total	8,636	2,718		20,035	21,390
The long-term loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According
to the agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from the operational cash flow. The loan amount as at 31 December 2022 is EUR 7,644 thousand (as at 31 December 2021: EUR 7,644 thousand).
The loan will mature in June 2023. The company has started negotiations to renew this loan.
The EUR 5 million loan from Ilmarinen was repaid in November 2021. The group took out a new EUR 3.5 million loan with a fixed amor- tisation schedule from Oma Säästöpankki Oyj. The agreement includes a covenant that the credit rating of no individual group company
can decrease below Alfa Rating A and the group equity ratio should be over 20% at each financial statement date during the loan period.
Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma
Säästöpankki Plc. As of 31 December 2022, EUR 644 thousand of the limit was used, which is included in the short-term liabilities. The limit was not in use on 31 December 2021.
Changes in long-term interest bearing debts		Cash	Cash		31
		flows from	flows from	Other	December
	1 Jan 2022	additions	disposals	changes	2022
Long-term liabilities, interest bearing	25,106	0	0	-9,538	15,568
Long-term leasing liabilities, interest bearing	9,211	0	0	-264	8,947
Total	34,317	0	0	-9,802	24,515
Changes in short-term interest bearing debts		Cash	Cash		31
		flows from	flows from	Other	December
	1 Jan 2022	additions	disposals	changes	2022
Short-term liabilities, interest bearing	1,924	466	-1,977	9,591	10,004
Long-term leasing liabilities, interest bearing	676	0	-620	494	550
Total	2,600	466	-2,598	10,085	10,554

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

Changes in long-term interest bearing debts
			Cash	Cash		31
			flows from	flows from	Other	December
		1 Jan 2021	additions	disposals	changes	2021
Long-term liabilities, interest bearing		28,918	3,500	-5,000	-2,312	25,106
Long-term leasing liabilities, interest bearing		9,829	0	0	-618	9,211
Total		38,747	3,500	-5,000	-2,931	34,317
Changes in short-term interest bearing debts			Cash	Cash		31
			flows from	flows from	Other	December
		1 Jan 2021	additions	disposals	changes	2021
Short-term liabilities, interest bearing		1,846	0	-2,202	2,280	1,924
Long-term leasing liabilities, interest bearing		637	0	-644	683	676
Total		2,483	0	-2,845	2,963	2,600
CREDIT RISK
Maximum exposure to credit risk						EUR 1,000
2022						7,060
2021						14,101
Aging of trade receivables
EUR 1,000	Not past due	Past due less	Past due	Past due over		Total
		than 30 days	30–120 days	120 days
2022	4,522	1,731	531	275		7,060
2021	11,915	1,592	445	149		14,101
Nurminen Logistics has no significant risk concentrations.
27. Other leases
The Group as lessee
Lease liabilities for off-balance sheet leases where the value of the asset group is insignificant or short-term:
EUR 1,000					2022	2021
Less than one year					363	397
Between one year and five years					107	94
Total					470	491
In accordance with the IFRS 16 standard leases are recognised as fixed assets and lease liabilities in the consolidated balance sheet.
Nurminen Logistics’ other leases mainly consist of different kinds of ICT equipment, office automation equipment, vehicles and smaller
office premises.

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

28. Contingencies and commitments
EUR 1,000		2022	2021
Liabilities and contingent liabilities secured by corporate mortgages and pledges	Loans from financial institutions	25,106	27,030
	Customs duties and other guarantees	3,794	5,807
Interest-bearing accounts for which business mortgages have been given and subsidiary shares pledged	Credit limit	3,000	3,000
	Unused credit	2,534	3,000
Pledges given on own behalf	Book value of pledged subsidiary shares	43,766	43,766
Mortgages given on own behalf	Company mortgages	25,500	25,500
	Real estate mortgages	25,125	25,125
The Group as lessor: lease guarantees for off-balance sheet leases	Deposit guarantee from 1 April 2021 to 1 April 2023 and then until further notice	599	599
	rental security Kiinteistö Oy Luumäen Suoanttilantie 101
29. Related party transactions
The company’s related parties include the members of the Board of Directors and those of the Management Team as well as companies
under their control. Related parties are also those shareholders that have direct or indirect control or significant influence in the Group.
The business transferred to new John Nurminen in the demerger of John Nurminen Ltd is also considered to be related party.
Related party transactions with companies controlled by Board members
EUR 1,000		2022	2021
Sales		18	577
Purchases		1,208	2,101
Current receivables		8	30
There are no liabilities from related parties at the balance sheet date.
On 16 February 2022, Nurminen Logistics announced the transfer of 774,386 shares to President and CEO as part of the payment of the rewards of the CEO’s share-based incentive scheme.
On 7 March 2022, Nurminen Logistics announced Chairman of the Board of Directors Irmeli Rytkönen’s subscription notification concerning
43,000 shares at a unit price of EUR 1.19 per share.
On 30 March 2022, Nurminen Logistics announced CIO Petri Luurila’s subscription notification concerning 13,200 shares at an average
price of EUR 1.08 per share.
On 31 March 2022, Nurminen Logistics announced Board member Juha Nurminen’s transfer notification concerning 176,212 shares.
On 27 July 2022, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chairman of the Board of Directors subscribed for 38,023 shares, Juha Nurminen, member of the Board of Directors subscribed for 19,011 shares, Olli
Pohjanvirta, member of the Board of Directors subscribed for 19,011 shares, Victor Hartwall, member of the Board of Directors subscribed
for of Directors subscribed for 19,011 shares.	19,011	shares, Karri Koskela, member of the Board of Directors subscribed for 19,011 shares and Erja Sankari, member of the Board
EUR 1,000		2022	2021
CEO, the members of the Board and the Executive Board
Salaries and other short-term employee benefits		1,133	985
Statutory pension payments		181	191
Post-employment benefits		0	2
Share-based remuneration		105	120
Total		1,419	1,298

Nurminen Logistics Plc Financial statements 2022 Notes to the consolidated financial statements

The CEO has been paid a share-based reward partly in company shares (774,386 shares) and partly in cash (EUR 1,247 thousand). The
cash share covers the taxes and tax-like charges resulting to the President and CEO from the remuneration.
EUR 1,000	2022	2021
Salaries and fees
President and CEO
Olli Pohjanvirta	355	414
Members of the Board
Alexey Grom (until 11 April 2022)	24	33
Juha Nurminen	41	38
Jukka Nurminen (until 12 April 2021)	0	26
Olli Pohjanvirta	26	53
Irmeli Rytkönen	83	58
Erja Sankari	47	15
Karri Koskela	41	15
Victor Hartwall	50	15
	666	667
Members of the Board and the CEO owned 29.9% of company shares on 31 December 2022 either directly or indirectly through companies
under their control.
30. Acquisitions and divested businesses
There were no acquisitions or divestments during the financial year 2022.
31. Legal proceedings
The lease agreement related to the Luumäki property has been terminated in January 2022. The tenant has disputed the agreement and has filed an application for a summons with the Helsinki district court in January 2022.
According to the management’s assessment, the application for a summons is unfounded. The company does not consider the application
to be successful, and, according to the management’s view, the trial will probably have a positive outcome. The lawsuit has no significant
impact on the Group’s financial position.
32. Events after the balance sheet date
On 13 January 2023, Nurminen Logistics announced that it was purchasing the entire share capital of Operail Finland Oy with Finnish
investors at a debt free transaction price of EUR 27.7 million. Nurminen Logistics’ subsidiary North Rail Holding Oy, of which Nurminen
Logistics owns 79.8% and investors 20.2%, and Operail Holding OÜ have signed a Sales and Purchase Agreement in which the parties
have agreed that Operail Finland Oy will be transferred to the ownership of North Rail Finland Oy after the buyer has received the needed
decisions of the authorities.
On 14 February 2023, Nurminen Logistics announced that it had completed the transaction announced on 13 January 2023 to purchase
the entire share capital of Operail Finland Oy with Finnish investors. After the purchase, Nurminen Logistics’ holding in North Rail Holding
is 79.8%. The purchase was financed with new long-term debt financing instruments.
On 14 February 2023, Nurminen Logistics announced preliminary information about its operating result for 2022 and financial guidance
for 2023.
On 6 March 2023, Nurminen Logistics announced that it strengthens its management team to achieve growth targets and streamline
responsibilities. Two new management team members were appointed, Niko Orpana as Vice President, Multimodal & Bulk Terminal Oper- ations as of 15 May 2023, and Vice President, Sales Marjut Linnajärvi being responsible for railway business and sales.

Nurminen Logistics Plc Financial statements 2022 Distribution of ownership

Distribution of ownership 31 December 2022

Number of

shareholders

% of

shareholders

Number of

% of total

shares and

votes

1–100 1,512 31.6% 66,402 0.09%

101–1,000 2,097 43.8% 990,113 1.27%

1,001–10,000 1,025 21.4% 3 ,133,913 4.01%

10,001–100,000 126 2.6% 3 ,488,980 4.47%

100,001–1,000,000 14 0.3% 5 ,194,618 6.65%

over 1,000,000 16 0.3% 65 ,227,628 83.52%

Total 4,790 100.0% 78 ,101,654 100%

Nominee registered 8 0.17% 856,109 1.10%

Largest shareholders 31 December 2022

Number of

% of total shares

and votes

Suka Invest Oy 12,635,655 16.2

Ilmarinen Mutual Pension Insurance Company 11,655,795 14.9

K. Hartwall Invest Oy Ab 8,105,390 10.4

Nurminen Juha Matti 6,508,047 8.3

Avant Tecno Oy 5,739,375 7.4

JN Uljas Oy 3,231,206 4.1

Railcap Ltd 3,110,574 4.0

Verman Group Oy 2,524,297 3.2

Relander Pär-Gustaf 1,757,686 2.3

Cyberdyne Invest Oy

H. G. Paloheimo Oy

Assai Oy

Pohjanvirta Olli Mikael

Partnos Oy

Jocer Oy Ab

Kukkonen Tuomas Sakari

VGK Invest Oy

Vertanen Janne Olavi

Nurminen Jukka Matias

Nurminen Mikko Johannes

Other 4,770 shareholders

1,735,454

1,652,312

1,603,218

1,424,413

1,217,182

1,176,132

1,150,892

648,000

631,075

619,546

615,838

10,359,567

2.2

2.1

1.8

1.6

1.5

0.8

13.3

Total 78,101,654 100.0

Shareholders by type 31 December 2022

Number of

% of total

shares and votes

Private companies 39,706,892 50.8%

Financial and insurance institutions 4,897,445 6.3%

Public sector organisations 11,655,795 14.9%

Households 20,860,673 26.7%

Foreign 979,845 1.3%

Non-profit organisations 1,004 0%

Nominee-registered 856,109 1.1%

Total 78,101,654 100%

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

Parent Company’s Income Statement

EUR 1,000 Note 2022 2021

NET SALES 1 3,716 3,434

Other operating income 2 3,159 3,209

Personnel expenses 3 -1,916 -2,961

Depreciation, amortisation and impairment losses 4 -374 -516

Other operating expenses 5 -5,747 -4,254

OPERATING RESULT -1,162 -1,088

Financial income and expenses 6 1,616 568

RESULT BEFORE APPROPRIATIONS AND TAXES 454 -520

Appropriations 7 3,840

Income taxes 8 1,342

RESULT FOR THE PERIOD 454 4,662

Parent Company’s Balance Sheet

EUR 1,000 Note 2022 2021

ASSETS

Non-current assets

Intangible assets 1 1,257 1,378

Tangible assets 1 29 29

Investments 2 45,509 45,190

Total non-current assets 46,795 46,597

Current assets

Non-current receivables 3.5 1,342 1,342

Current receivables 3 5,987 8,087

Cash in hand and at bank 41 404

Total current assets 7,371 9,834

TOTAL ASSETS 54,165 56,430

EQUITY AND LIABILITIES

Equity

Share capital 4 4,215 4,215

Share premium reserve 4 86 86

Other reserves

Legal reserve 4 2,374 2,374

Reserve for invested unrestricted equity 4 36,449 37,697

Retained earnings/loss 4 -5,965 -10,627

Profit (loss) for the period 4 454 4,662

Total equity 37,613 38,406

Liabilities

Non-current liabilities

Non-current liabilities 6 1,553 10,250

Current liabilities

Current liabilities 7 14,999 7,774

Total liabilities 16,552 18,024

TOTAL EQUITY AND LIABILITIES 54,165 56,430

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

Parent Company’s Cash Flow Statement

EUR 1,000 Note 2022 2021

Cash flow from operating activities

PROFIT/LOSS FOR THE FINANCIAL PERIOD 454 4,662

Adjustments:

Depreciation, amortisation and impairment losses 4 374 516

Financial income (-) and expenses (+) 6 -1,616 -568

Income taxes 8 -1,342

Group contributions received 7 -3,840

Other income and expenses with no cash flow effect 1,262

Other adjustments -6

Cash flow before changes in working capital -788 684

Changes in working capital:

Increase (-) / decrease (+) in non-interest

bearing current receivables

-1,740 1,188

Increase (+) / decrease (-) in non-interest bearing current payables -1,029 -1,011

Net cash from operating activities before

financial items and taxes

-3,557 862

Interest paid -332 -503

Dividends received from business 2,020 1,173

Interest received 197 185

Other financial items -67 -294

Cash flow from operating activities -1,739 1,423

Cash flow from investing activities

Purchases of property, plant and equipment and intangible assets -271 -169

Proceeds from sale of property, plant and

equipment and intangible assets

0 6

Acquisition of subsidiaries -173

Other investments -353

Cash flow from investing activities -623 -337

Cash flow from financing activities

Proceeds from and repayment of non-current borrowings -1,856

Proceeds from and repayment of current

borrowings and change in credit limit

-594

Repayment of equity -1,247

Group contribution received 3,840

Cash flow from financing activities 1,999 -1,856

Change in cash and cash equivalents -363 -770

Cash and cash equivalents at the beginning of the year 404 1,174

Net increase/decrease in cash and cash equivalents -363 -770

Cash and cash equivalents at the end of the period 41 404

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

Notes to the Parent Company’s Financial Statements

Accounting principles for the parent

company’s financial statements

The financial statements of Nurminen Logistic Plc are prepared in accordance with Finnish Accounting Standards (FAS).

Measurement of non-current assets

Items of property, plant and equipment and intangible assets are carried at cost less the planned depreciation and amortisation. They are

depreciated or amortised over their estimated useful lives,

which are the following:

• Intangible assets 3–5 years • Machinery and equipment 3–10 years

• Other capitalised long-term expenditure 5–10 years • Goodwill 5–10 years

The company’s subsidiary shares and other shares in the investments in non-current assets are valued at acquisition cost or, if lower, at

fair value. The fair value that are used as the basis for the valuation of subsidiary shares is based on management’s valuation calculations

of future cash flows of subsidiaries.

Measurement of receivables

Receivables are stated at their nominal value or at a lower probable value.

Deferred taxes

The company books the deferred taxes in the financial statements and they have been calculated for temporary differences between

taxation and the financial statements using the tax rate for the following years confirmed at the time of financial statements. The

balance sheet includes tax receivables from confirmed losses, which are booked in accordance with the precautionary principle (75% of

confirmed losses).

Pensions

Pension costs are presented in accordance with national legislation in each country. The pension security of the Finnish personnel has

been arranged through external pension insurance companies.

Foreign currency items

Foreign currency receivables and liabilities are translated into euro at the closing rate at the balance sheet date.

Related party transactions

During the financial year 2021, the company has invoiced rents from Skillpixels Oy worth EUR 1,200.00 (the company is controlled by the

CEO). The company has also invoiced ticket expenses of EUR 1,123.85 from Russian Capital Management Oy (the company is controlled

by the CEO). On the closing date, the company has EUR 1,488.00 of open receivables from Skillpixels Oy.

Leases

Lease payments are accounted for as rental costs. Lease payments due in the future years under the agreements are presented under

contingencies and commitments.

Number of shares and directed issues

The company conducted two share issues during the financial year. The amount of shares is 78,101,654 after these transactions as at

balance sheet date 31 December 2022.

Number of shares

31 December 2021 77,194,190

Directed free share issue in February 2022 774,386

Directed free share issue in July 2022 133,078

31 December 2022 78,101,654

The company’s shares have no nominal value. The maximum share capital of the company is EUR 4,215 thousand. The company held

65,262 of its own shares at 31 Dec 2022.

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

Notes to the Parent Company’s Income Statement

EUR 1,000 2022 2021

1. Net sales

Sale of services 3,716 3,434

Total 3,716 3,434

2. Other operating income

Rental income 3,047 3,173

Others 112 36

Total 3,159 3,209

3. Disclosures for personnel and members of company organs

Personnel expenses

Salaries and fees -1,678 -2,705

Pension expenses and pension contributions -213 -222

Other social security costs -25 -34

Total -1,916 -2,961

4. Depreciation, amortisation and impairment losses

Depreciation and amortisation according to plan

Intangible rights -3

Other capitalised long-term expenditure -361 -387

Impairment losses -10 -129

Total -374 -516

5. Other operating expenses

Other operating expenses -5,747 -4,254

Total -5,747 -4,254

Auditor fees

Audit fees -88 -90

Other fees paid to auditors -7 -27

Total -95 -117

6. Financial income and expenses

Dividend income

Dividend income from Group companies 2,020 1,173

Total 2,020 1,173

Interest and other financial income

Interest income from Group companies

Interest and other financial income from others

197

184

Total 197 185

Interest and other financial expenses

Impairment losses from non-current investments -33

Interest and other financial expenses to others -569 -789

Total -602 -789

Financial income and expenses total 1,616 568

7. Appropriations

Group contributions received 3,840

5. Deferred taxes and 8. Income taxes

Losses of parent company from previous financial years 10,456 8,948

Confirmed losses will expire in 2022–2029

Deferred tax assets on losses from previous financial years 1,342 1,790

Change in deferred tax liabilities 1,342

During the accounting period, EUR 9,095.25 of confirmed losses expired, of which the deferred tax asset accounted for EUR 1,363.84

(75%).

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

Notes to the Parent Company’s Balance Sheet

EUR 1,000 2022 2021

1. Property, plant and equipment and intangible assets

Intangible rights:

Cost at 1 January 149 149

Additions 26

Cost at 31 December 175 149

Accumulated planned amortisation at 1 Jan -148 -147

Depreciation for the period -3

Accumulated planned amortisation at 31 Dec -151 -148

Carrying amount at 31 Dec 24 2

Other capitalised long-term expenditure

Cost at 1 January 3,144 3,191

Additions 178 83

Disposals -10 -129

Cost at 31 December 3,313 3,144

Accumulated planned amortisation at 1 Jan -1,921 -1,535

Depreciation for the period -361 -386

Accumulated planned amortisation at 31 Dec -2,283 -1,921

Carrying amount at 31 Dec 1,030 1,223

Prepayments and acquisitions in progress

Cost at 1 January 153 7

Additions 228 224

Disposals and transfers between asset categories -178 -79

Cost at 31 December 202 153

Carrying amount at 31 Dec 202 153

Land area

Cost at 1 January 22 22

Carrying amount at 31 Dec 22 22

Other tangible assets

Cost at 1 January 9 9

Cost at 31 December 9 9

Accumulated planned amortisation at 1 Jan -1 -1

Depreciation for the period

Accumulated planned amortisation at 31 Dec -1 -1

Carrying amount at 31 Dec 8 8

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

EUR 1,000 2022 2021

2. Investments

Holdings in Group companies

Cost at 1 January 13,934 13,934

Additions

Carrying amount at 31 Dec 13,934 13,934

Investments in reserve for invested unrestricted equity of Group companies

Cost at 1 January 31,031 31,031

Additions

Carrying amount at 31 Dec 31,031 31,031

Holdings in associates

Cost at 1 January 204 204

Carrying amount at 31 Dec 204 204

Other shares and holdings

Cost at 1 January 21

Additions 600

Disposals -281 21

Carrying amount at 31 Dec 340 21

Total 45,509 45,190

Registered office

Share of

ownership %

Subsidiaries

Nurminen Logistics Services Oy Finland 100

Kiinteistö Oy Kotkan Siikasaarentie 78 Finland 100

Kiinteistö Oy Luumäen Suoanttilantie 101 Finland 100

Kiinteistö Oy Vainikkalan Huolintatie 13 Finland 100

OOO Nurminen Logistics Russia 100

Nurminen Maritime Latvia SIA Latvia 51

Nurminen Maritime UAB Lithuania 51

Kiinteistö Oy Helsingin Satamakaari 24 Finland 51

Associates and joint ventures

Pelkolan Terminaali Oy Finland 20

NR Rail Oy was liquidated through the liquidation procedure in January 2022 and RW Logistics Oy in December 2022.

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

EUR 1,000 2022 2021

3. Receivables

Non-current

Deferred tax assets 1,342 1,342

Total 1,342 1,342

Current

Current receivables from Group companies 2,628 1,853

Group contribution receivables 3,840

Trade receivables 3,231 2,166

Other receivables 40 63

Total 5,899 7,923

Prepayments and accrued income

Prepaid expenses 80 -132

Other receivables 8 32

Total 88 165

Total current receivables 5,987 8,087

4. Equity

Share capital total 4,215 4,215

Share premium reserve 86 86

Legal reserve 2,374 2,374

Restricted shareholders’ equity total 6,675 6,675

Reserve for invested unrestricted equity 1 Jan. 37,697 36,408

Hybrid bond conversion to shares 1,288

Repayment of equity -1,247

Reserve for invested unrestricted equity 31 Dec. 36,449 37,697

Retained earnings -5,965 -10,627

Profit/loss for the financial period 454 4,662

Total unrestricted equity 30,938 31,732

Total equity 37,613 38,406

Distributable funds

Reserve for invested unrestricted equity 36,449 37,697

Retained earnings -5,965 -10,627

Profit/loss for the financial period 454 4,662

Total 30,938 31,732

The company owns 65,262 of its own shares.

6. Non-current liabilities

Non-current liabilities from others

Loans from financial institutions 1,500 10,144

Other liabilities 53 106

Total 1,553 10,250

Total non-current liabilities 1,553 10,250

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

EUR 1,000 2022 2021

7. Current liabilities

Current liabilities to Group companies

Trade payables 168 219

Other liabilities 4,063 4,121

Accrued expenses 7

Total 4,238 4,340

Current liabilities to others

Interest-bearing liabilities

Loans from financial institutions 9,103 1,000

Total 9,103 1,000

Non-interest bearing liabilities

Trade payables 251 506

Other liabilities 89 148

Accrued expenses

Employee benefit expense accruals 737 347

Interest accruals 198 30

Others 383 1,403

Total 1,658 2,434

Total current liabilities 14,999 7,774

Other Notes of the Parent Company

EUR 1,000 2022 2021

Liabilities and contingent liabilities secured by

corporate mortgages and pledges

Loans from financial institutions 10,144 11,144

Customs duties and other guarantees 794 1,307

The loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According to

the agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from

the operational cash flow. The loan amount as at 31 December 2022 is EUR 7,644 thousand (as at 31 December 2021: EUR 7,644

thousand). The loan matures in June 2023, in this regard the company has started negotiations to renew the loan.

The group took out a new EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the previous

financial year. The loan amount as at 31 December 2022 is EUR 2,500 thousand (as at 31 December 2021: EUR 3,500 thousand). The

signed agreement with Oma Säästöpankki Oyj includes a covenant that the credit rating of no individual group company can decrease

below Alfa Rating A and the equity ratio of the Group should not be under 20% at each financial statement date during the loan period.

Interest-bearing accounts for which business mortgages

have been given and subsidiary shares pledged

Credit limit 1,000 1,000

Unused credit 541 1,000

Guarantees given on behalf of companies belonging to the same Group

Book value of pledged subsidiary shares 43,766 43,766

Mortgages given on own behalf

Company mortgages 15,500 15,500

Rental guarantees

Deposit 1 April 2021–1 April 2023, after which can be resigned on a separate notice 599 599

Rental security Kiinteistö Oy Luumäen Suoanttilantie 101

Lease agreement has been terminated in January 2022.

Rent liabilities

Payable in next year 2,825 2,570

Payable later 12,627 14,137

Amounts payable under leases

Payable in next year 88 106

Payable later 90 8

Nurminen Logistics Plc Financial statements 2022 Parent company financial statements

The Parent Company’s Notes Concerning

Personnel and Company Organs

2022 2021

Number of personnel

Personnel, average 12 15

Personnel, at year-end 12 11

Salaries and fees paid to the management (EUR 1,000)

Members of the Board of Directors and Managing Director 666 667

Defined benefit pension benefits

The company has additional pension agreements based on a previous acquisition. The additional pension benefits concern 31 persons,

none of whom is a member of the Executive Board. The average duration of the defined benefit obligation was 7 years at the end of the

reporting period. The amount of the liability as at 31 December 2022 is EUR 49,772.00.

Litigations

The lease agreement related to the Luumäki property has been terminated in January 2022. The tenant has disputed the

agreement and filed a lawsuit with the Helsinki District Court in January 2022. According to management’s assessment, the

lawsuit is unfounded. The company does not consider the lawsuit to be successful, and according to the management’s view,

the trial will probably have a positive outcome. The lawsuit has no significant impact on the group’s financial position.

Key figures for the parent company

Key figures for business

2020 2021 2022

Net sales, EUR 1,000 3,018 3,434 3,716

Operating result (EBIT) EUR 1,000 192 -1,088 -1,162

Adjusted operating result,

(EBIT) EUR 1,000*

174

% of net sales 6.4% -31.7% -31.3%

Adjusted % of net sales* 5.1%

Result for the financial

year, EUR 1,000

1,604 4,662 454

Adjusted result for the financial

year, EUR 1,000**

742

% of net sales 53.2% 135.8% 12.2%

Adjusted % of net sales** 21.6%

Return on equity (ROE), % 5.9% 13.2% 1.2%

Return on investment (ROI), % 5.4% 0.6% 2.2%

Adjusted return on investment (ROI), %* 3.2%

Equity ratio, % 60.7% 68.1% 69.4%

Gearing, % 36.4% 28.0% 28.1%

Wages and salaries paid, EUR 1,000 1,389 2,705 1,678

Adjusted wages and salaries paid, EUR 1,000* 1,443

Average number of employees 14 15 12

* Non-recurring remuneration for the 2021 financial year which, based on an estimate of Nurminen’s management, is not associated with

normal business operations, has been taken into consideration in the adjusted key figure.

** Non-recurring remuneration, Group contribution and change in deferred tax liabilities have been taken into consideration in the adjusted

key figure.

Nurminen Logistics Plc Financial statements 2022 Signatures on the financial statements and the report of the Board of Directors

The Board’s proposal for the distribution of profit,

signatures of the Board’s report on operations

and financial statements and auditor’s note

The Board’s Proposal For Profit Distribution

The parent company’s distributable equity on 31 December 2022 is EUR 30,938,118.26, of which the profit for the period amounted to EUR

453,583.04. The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on distributing

a maximum of EUR 1.0 million as dividends at a separately announced date during 2023, should the company’s financial position allow.

The remaining distributable assets will be retained in unrestricted equity.

All shares outstanding on the dividend payment record date, with the exception of the treasury shares held by the company, are entitled

to dividend for 2022.

Signatures of the Board’s report on operations and financial statements

Helsinki 14.3.2023

Irmeli Rytkönen Olli Pohjanvirta

Chair of the Board of Directors President and CEO

Juha Nurminen Erja Sankari

Karri Koskela Victor Hartwall

Auditor’s note

Auditor’s report has been issued today.

Helsinki 14.3.2023

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

Nurminen Logistics Plc Financial statements 2022 Auditor’s report

Auditor’s report

To the Annual General Meeting of Nurminen Logistics Plc

Report on the Audit of the Financial statements

Opinion

We have audited the financial statements of Nurminen Logistics Plc (business identity code 0109707-8) for the year ended 31 December

2022. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, state-

ment of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies, as well as the parent

company’s balance sheet, income statement, statement of cash flows and notes.

In our opinion

• the consolidated financial statements give a true and fair view of the group’s financial position as well as its financial performance and

its cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

• he financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance

with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.

Our opinion is consistent with the additional report submitted to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further

described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable

in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are

in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit

services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note

4 to the consolidated financial statements.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements

of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report,

including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment

of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed

to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence

Nurminen Logistics Plc Financial statements 2022 Auditor’s report

of management bias that represented a risk of material misstate-

ment due to fraud.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of deferred tax assets

Refer to note summary of significant

accounting policies and note 18.

As of balance sheet date 31 December 2022, the

group had deferred tax assets arising from the unused

tax losses carry forward amounting to 6,7 M€.

The amount of deferred tax asset is material to financial

statements. Management assessment related to the

recognition of deferred tax assets and the likelihood of

future income includes judgements relating to assumptions

affected by future market and economic developments. Due

to above mentioned judgmental factors, valuation of deferred

tax assets was determined to be a key audit matter.

When auditing deferred tax assets we evaluated

company’s evidence that there will be future taxable

income available to utilize the deferred tax assets

As part of our audit procedures we

• assessed the key assumptions in the calculations

prepared by the management focusing on

forecasted future economic development and the

company’s ability to generate taxable income.

• tested deferred tax assets including the assessment

of recognizing judgmental tax positions. We reviewed

the communication with tax authorities.

• assessed disclosures related to deferred taxes..

Key Audit Matter How our audit addressed the Key Audit Matter

Revenue Recognition

We refer to the accounting principles for the consolidated

financial statements in the note 1 of the consolidated

financial statements, note 2 segment information

and the note 19 trade and other receivables.

Revenue recognition is considered as a key audit matter because

revenues are a key financial performance measure which could

create an incentive for revenues to be recognized prematurely.

Relevant areas from the net sales perspective are accuracy of

the recognized amounts and timing of revenue recognition.

Revenue recognition was determined to be a key audit

matter and a significant risk of material misstatement

referred to in EU Regulation No 537/2014, point (c)

of Article 10 (2). due to the identified risk of material

misstatement in timely revenue recognition.

Our audit procedures to address the risk

of material misstatement included

• the analysis of the revenue recogni-

tion accounting policies and

• comparison of revenue transactions to the supporting

documentation in order to assess whether the require-

ments for the revenue recognition have been met.

In addition, we requested external trade receivable con-

firmations, tested general ledger journal entries on

a sample basis as well as performed analytical pro-

cedures in order to identify abnormal entries.

We also assessed the sufficiency of the revenue recog-

nition disclosures in respect of the IFRS 15 standard.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of subsidiary investments

We refer to the accounting principles of the parent company

and to the note 2 of the balance sheet of the parent company

Valuation of subsidiary investments is considered as a key audit

matter because of the judgment involved in the valuation process

and because the subsidiary investments are significant to the

parent company balance sheet. The carrying value of subsidiary

investments as of the balance sheet date 31 December 2022

amounted to 45,5 million euros. These investments represented

some 84 % of the total assets and some 121 % of the total equity.

Valuation of subsidiary investment requires management to make

an assessment whether

• here are indicators that the investments

are permanently impaired, andd

• what the probable value of investments is at year-end.

We involved EY valuation specialists to assist us

in evaluating the methodologies, calculations and

assumptions applied by the management in the valuation

of parent company’s subsidiary investments.

The assumptions applied by the management were compared to

• approved budgets and long-term

forecasts by the management,

• information available in external sources, as well as

• our independently calculated industry averages

such as weighted average cost of capital

used in discounting the cashflows.

Nurminen Logistics Plc Financial statements 2022 Auditor’s report

Responsibilities of the Board of Directors and the Managing

Director for the Financial Statements

The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true

and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements

that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and

comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as

they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company’s

and the group’s ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going con-

cern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention

to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circum-

stances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting

and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists,

we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events so that the financial statements give a true and fair view.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to

express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the

group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding inde-

pendence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the

audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that

a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Nurminen Logistics Plc Financial statements 2022 Auditor’s report

Other Reporting Requirements

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on 12 April 2016, and our appointment represents a total period of

uninterrupted engagement of 7 years.

Other information

The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report

of the Board of Directors.

Our opinion on the financial statements does not cover the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. Our responsibility also includes considering whether the report of the Board of Directors has been prepared in

accordance with the applicable laws and regulations.

In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the

report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.

If, based on the work we have performed, we conclude that there is a material misstatement of the report of the Board of Directors, we are

required to report that fact. We have nothing to report in this regard.

Helsinki, 14 March 2023

Ernst & Young Oy

Authorized Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

Nurminen Logistics Plc Financial statements 2022 Auditor’s report

Independent Auditor’s Report on Nurminen

Logistics Oyj’s ESEF-Consolidated Financial

Statements (Translation of the Finnish original)

To the Board of Directors of Nurminen Logistics Oyj

We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the

digital files 743700O69NCHTNEV0362-2022-12-31-fi.zip of Nurminen Logistics Oyj for the financial year 1.1.-31.12.2022 to ensure that

the financial statements are marked/tagged with iXBRL in accordance with the requirements of Article 4 of EU Commission Delegated

Regulation (EU) 2018/815 (ESEF RTS).

Responsibilities of the Board of Directors and Managing Director

The Board of Directors and Managing Director are responsible for the preparation of the Report of Board of Directors and financial state-

ments (ESEF financial statements) that comply with the ESESF RTS. This responsibility includes:

• preparation of ESEF-financial statements in accordance with Article 3 of ESEF RTS

• tagging the consolidated financial statements included within the ESEF- financial statements by using the iXBRL mark ups in accor-

dance with Article 4 of ESEF RTS

• ensuring consistency between ESEF financial statements and audited financial statements

The Board of Directors and Managing Director are also responsible for such internal control as they determine is necessary to enable the

preparation of ESEF financial statements in accordance with the requirements of ESEF RTS.

Auditor’s Independence and Quality Control

We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the

engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The auditor applies International Standard on Quality Control (ISQC) 1 and therefore maintains a comprehensive quality control system

including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable

legal and regulatory requirements.

Auditor’s Responsibilities

In accordance with the Engagement Letter we will express an opinion on whether the electronic tagging of the consolidated financial

statements complies in all material respects with the Article 4 of ESEF RTS. We have conducted a reasonable assurance engagement in

accordance with International Standard on Assurance Engagements ISAE 3000.

The engagement includes procedures to obtain evidence on:

• whether the tagging of the primary financial statements in the consolidated financial statements complies in all material respects with

Article 4 of the ESEF RTS

•

whether the tagging of the notes to the financial statements and the entity identifier information in the consolidated financial statements

complies in all material respects with Article 4 of the ESEF RTS

• whether the ESEF-financial statements are consistent with the audited financial statements

The nature, timing and extent of the procedures selected depend on the auditor’s judgement including the assessment of risk of material

departures from requirements sets out in the ESEF RTS, whether due to fraud or error.

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

Opinion

In our opinion the tagging of the consolidated financial statement included in the ESEF financial statement of Nurminen Logistics Oyj for

the year ended 31.12.2022 complies in all material respects with the requirements of ESEF RTS.

Our audit opinion on the consolidated financial statements of Nurminen Logistics Oyj for the year ended 31.12.2022 is included in our

Independent Auditor’s Report dated 14.3.2023. In this report, we do not express an audit opinion any other assurance on the consolidated

financial statements.

Helsinki 14.3.2023

Ernst & Young Oy

Authorized Public Accountant Firm

Juha Hilmola

Authorized Public Accountant

Head office
Satamakaari 24
00980	Helsinki, Finland
Tel. +358 10 545 00
[email protected]
www.nurminenlogistics.com