TRANSLATION OF THE ESTONIAN ORIGINAL GROUP ANNUAL REPORT 2019 TABLE OF CONTENTS 1 WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL AS Tallinna Sadam GROUP ANNUAL REPORT 2019 Commercial Registry no. 10137319 VAT registration no. EE100068489 Postal address Sadama 25 15051 Tallinn Estonia Registered office Sadama 25 15051 Tallinn Estonia Country of incorporation Republic of Estonia Phone +372 631 8555 E-mail [email protected] Corporate website www.ts.ee Beginning of financial year 1 January End of financial year 31 December Legal form Limited company (AS) Auditor KPMG Baltics OÜ TABLE OF CONTENTS 2 WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL Contents 1 TALLINNA SADAM AT A GLANCE 5 1.1 Business model 6 1.2 Key performance indicators for 2019 8 1.3 Significant events in 2019 9 1.4 Letter from the chairman of the supervisory board 11 1.5 Letter from the Chief Executive 12 1.6 Vision, mission, values 13 1.7 Strategy 14 1.8 Tallinna Sadam’s stakeholder groups 15 2 SERVICE RESPONSIBILITY 16 2.1 Safety and security 17 2.2 Quality management and risks 18 2.3 Customers and suppliers 19 3 ENVIRONMENT 20 3.1 Clean air 21 3.2 A clean Baltic Sea 23 3.3 Energy efficiency and sustainable use of natural resources 24 4 PEOPLE AND OCCUPATIONAL SAFETY 26 5 GIVING BACK TO SOCIETY 29 5.1 Participation in organisations 30 5.2 Sustainable development cooperation 31 6 BUSINESS REVIEW 32 6.1 Key performance indicators 33 6.2 Economic environment 34 6.3 Overview of the market: passengers 34 6.4 Overview of the market: cargo 36 6.5 Results of operations 37 6.5.1 Number of passengers 37 6.5.2 Cargo volume 38 6.5.3 Ferry service 39 6.5.4 Multifunctional icebreaker Botnica 39 6.6 Revenue and expenses 40 6.7 Profit 42 6.8 Segment reporting 42 6.9 Investments and development prospects 44 6.10 Dividends 45 6.11 Share and shareholders 45 7 CORPORATE GOVERNANCE 47 7.1 General meeting 48 7.2 Supervisory board 49 7.3 Audit committee and internal audit unit 50 7.4 Nomination committee 51 7.5 Management board 51 7.6 Supervisory and management boards of subsidiaries and associates 52 7.7 Cooperation of the management and supervisory boards 53 7.8 Disclosure of information 53 7.9 Financial reporting 53 7.10 Statement of compliance with the Corporate Governance Code 53 TABLE OF CONTENTS 3 >> WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL MANAGEMENT'S CONFIRMATION AND SIGNATURES 55 CONSOLIDATED FINANCIAL STATEMENTS 56 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 56 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 57 CONSOLIDATED STATEMENT OF CASH FLOWS 58 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 60 1. Reporting entity 60 2. Accounting policies 61 3. Operating segments 80 4. Financial risk management 84 5. Significant accounting estimates and judgements 88 6. Financial instruments 91 7. Cash and cash equivalents 92 8. Trade and other receivables 93 9. Investment in an associate 94 10. Property, plant and equipment 96 11. Intangible assets 99 12. Leases 100 13. Provisions 102 14. Trade and other payables 103 15. Taxes payable 103 16. Loans and borrowings 104 17. Derivative instruments 107 18. Government grants 108 19. Equity 111 20. Revenue 114 21. Operating expenses 115 22. Other income 116 23. Finance costs 116 24. Related party transactions 117 25. Commitment 118 26. Non-cash investing activities 118 27. Contingent liabilities 119 28. Investigations concerning the group 120 29. Additional information on the parent 121 30. Unbundling of activities based on the electricity market act 125 INDEPENDENT AUDITORS' REPORT 128 STATEMENT OF THE SUPERVISORY BOARD 133 PROFIT ALLOCATION PROPOSAL 134 TABLE OF CONTENTS 4 WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL Tallinna Sadam at a glance TABLETALLINNA OF CONTENTS SADAMAST / PÕHINÄITAJAD 5 WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL 1 Tallinna Sadam at a glance 1.1 BUSINESS MODEL The business model of AS Tallinna Sadam (Port of Tallinn) and its subsidiaries (collectively referred to as ‘Tallinna Sadam’, the ‘Group’) is based on four balanced business lines: passengers, cargo, shipping and real estate. Passengers Cargo Shipping Real estate • About 11 million • 20 million tons of cargo TS Laevad OÜ: • 16 ha Old City Harbour passengers per year per year • Operating ferry traffic on real estate development • 1.4 million passenger • 450 000 trucks Rohuküla-Heltermaa and • 76 ha Muuga Industrial cars • 1600 cargo ship calls per Virtsu-Kuivastu lines Park • 6100 passenger ship year • 2.4 million passengers • 34 ha Paldiski South calls per year • Muuga Harbour, and 1 million vehicles per Harbour Industrial Park • Old City Harbour and Paldiski South Harbour year year • 10 h Saaremaa Harbour Saaremaa Harbour • Reception of cargo ships, • 5 ferries: Leiger, Tiiu, Tõll, logistics park • Reception of passenger providing and developing Piret, Regula • Land for development ships, providing and the port infrastructure, TS Shipping OÜ: and rental spaces in the developing the port • Liquid bulk, dry bulk, • Ice breaking in the ports harbours infrastructure, serving containers, ro-ro, general of Northern Estonia, passengers and vehicles cargo icebreaker Botnica • Passenger lines: • Off-shore works Tallinn-Helsinki, Tallinn- Stockholm, Muuga- Vuosaari, Tallinn-St. Petersburg, cruise Tallinna Sadam owns the largest cargo and passenger harbour complex in Estonia. Its harbours are navigable and easily accessible through the year and deep enough to receive all vessels passing through the Danish Straits. Estonia’s geographical location is favourable for handling both north-south and east-west passenger and cargo flows. Tallinna Sadam owns two passenger harbours (the Old City Harbour and the Saaremaa Harbour) and two cargo harbours1 (the Muuga Harbour and the Paldiski South Harbour). In terms of the number of passengers served, Tallinn Old City Harbour is the third-largest harbour on the Baltic Sea (after Helsinki and Stockholm) and the fourth-largest in Northern Europe. The Muuga Harbour is Estonia’s largest cargo harbour. Tallinna Sadam offers port services as a landlord port, i.e. it owns, administers and develops berths, port basins and the surrounding areas, leases land to cargo operators, organises vessel traffic in port basins and ensures safe navigation in port waters. Tallinna Sadam owns passenger terminals and other facilities required for passenger service. Cargo harbour superstructure belongs to cargo operators. Waste management service in harbours is provided by AS Green Marine (also referred to as ‘Green Marine’), an associate of Tallinna Sadam, which offers innovative waste handling solutions. 1 Tallinna Sadam is also the owner of the Paljassaare Harbour but has discontinued active business operations in that harbour due to a planned exit. TABLE OF CONTENTS TALLINNA SADAM AT A GLANCE / BUSINESS MODEL 6 WorldReginfo - f77d5b70-799a-46bf-8460-5ac0d9ef2223 TRANSLATION OF THE ESTONIAN ORIGINAL Port services for passengers and cargo Ferry service to Saaremaa and Hiiumaa. Icebreaker Botnica charter. Waste management. Port of Tallinn share 100%. Port of Tallinn share 100%. Port of Tallinn share 51%. Since the end of 2016, Tallinna Sadam has also been operating ferries and providing passenger transport between Estonia’s mainland and two largest islands – Saaremaa and Hiiumaa – through its subsidiary OÜ TS Laevad (also referred to as ‘TS Laevad'). The Group owns five ferries and the routes served are the busiest domestic ferry routes in Estonia. The Group’s other subsidiary, OÜ TS Shipping (also referred to as ‘TS Shipping’), is also involved in shipping. It owns the multifunctional icebreaker Botnica, which provides icebreaking services in Northern Estonian ports and harbours during the winter season and icebreaking, ice management and escort services in the Arctic waters of Northern Canada during the summer season. The real estate business line is still largely in the preparatory phase. To execute the Old City Harbour real estate development plan, by the end of 2019 Tallinn City Planning Department had initiated detailed plans for all areas of the Old City Harbour based on the applications submitted by Tallinna Sadam, which are consistent with the solutions of Masterplan 2030 created for the development of the Old City Harbour. Proceedings for the adoption of a detailed plan for the southern part of the Old City Harbour are already underway. The Group’s operating segments for financial accounting purposes differ somewhat from its business lines. Operating segments are Passenger harbours, Cargo harbours, Ferry and Other. The Passenger harbours segment comprises the provision of port services at harbours mainly involved in passenger service – the Old City Harbour and the Saaremaa Harbour – and real estate development in the Old City Harbour. The Cargo harbours segment comprises the provision of port services at harbours mainly involved in cargo handling – the Muuga Harbour and the Paldiski South Harbour – and activities related to industrial parks located in these harbours. The Ferry segment comprises the activities of the subsidiary TS Laevad, i.e. the provision of passenger transport between Estonia’s mainland and two biggest islands. The segment Other mainly includes the operation of the multifunctional icebreaker Botnica by the subsidiary TS Shipping and the profits