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Group Annual Report 2018

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Group Annual Report 2018 TRANSLATION OF THE ESTONIAN ORIGINAL GROUP ANNUAL REPORT 2018 1 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL AS Tallinna Sadam GROUP ANNUAL REPORT 2018 Commercial Registry no. 10137319 VAT registration no. EE100068489 Postal address Sadama 25 15051 Tallinn Registered office Sadama 25 15051 Tallinn Country of incorporation Republic of Estonia Phone +372 631 8555 Fax +372 631 8166 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 2 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL CONTENTS 1 TALLINNA SADAM AT A GLANCE 6 1.1 Business model 6 1.2 Letter from the Chairman of the Supervisory Board 8 1.3 Letter from the Chairman of the Management Board 9 1.4 Vision, mission, strategy 10 1.5 Significant events in 2018 11 1.6 Key performance indicators 13 2 BUSINESS REVIEW 15 2.1 Economic environment 15 2.1.1 Overview of the market: passengers 15 2.1.2 Overview of the market: cargo 16 2.2 Results of operations 17 2.2.1 Number of passengers 17 2.2.2 Cargo volume 18 2.2.3 Ferry service 19 2.2.4 Multifunctional icebreaker Botnica 19 2.3 Revenue and expenses 20 2.4 Net profit 22 2.5 Segment reporting 23 2.6 Investments and development prospects 24 2.7 Dividends 25 2.8 Share and shareholders 26 3 CORPORATE GOVERNANCE 29 3.1 General meeting 29 3.2 Supervisory board 30 3.3 Audit committee and internal audit unit 32 3.4 Management board 32 3.5 Supervisory and management boards of subsidiaries and associates 34 3.6 Cooperation of management and supervisory boards 34 3.7 Disclosure of information 35 3.8 Financial reporting 35 3.9 Statement of compliance with the Corporate Governance Code 35 3.10 Quality and risk management 36 4 CORPORATE SOCIAL REPSONSIBILITY 38 4.1 People 38 4.2 Safety and security 40 4.3 Environment 40 4.4 Engagement of partners and stakeholder groups 44 >> 3 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL MANAGEMENT’S CONFIRMATION AND SIGNATURES 47 CONSOLIDATED FINANCIAL STATEMENTS 48 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 48 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 49 CONSOLIDATED STATEMENT OF CASH FLOWS 50 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 52 1. REPORTING ENTITY 52 2. ACCOUNTING POLICIES 53 3. OPERATING SEGMENTS 74 4. FINANCIAL RISK MANAGEMENT 78 5. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS 83 6. FINANCIAL INSTRUMENTS 86 7. CASH AND CASH EQUIVALENTS 87 8. TRADE AND OTHER RECEIVABLES 88 9. INVESTMENT IN AN ASSOCIATE 88 10. PROPERTY, PLANT AND EQUIPMENT 91 11. INTANGIBLE ASSETS 95 12. OPERATING LEASES 96 13. PROVISIONS 98 14. TRADE AND OTHER PAYABLES 99 15. TAXES PAYABLE 99 16. LOANS AND BORROWINGS 100 17. DERIVATIVE INSTRUMENTS 102 18. GOVERNMENT GRANTS 104 19. EQUITY 107 20. REVENUE 111 21. OPERATING EXPENSES 112 22. OTHER INCOME 113 23. FINANCE COSTS 113 24. RELATED PARTY TRANSACTIONS 114 25. COMMITMENTS 115 26. NON-CASH INVESTING ACTIVITIES 115 27. CONTINGENT LIABILITIES 115 28. INVESTIGATIONS CONCERNING THE GROUP 117 29. ADDITIONAL INFORMATION ON THE PARENT 117 30. UNBUNDLING OF ACTIVITIES BASED ON THE ELECTRICITY MARKET ACT 123 INDEPENDENT AUDITORS’ REPORT 126 STATEMENT OF THE SUPERVISORY BOARD 131 PROFIT ALLOCATION PROPOSAL 132 4 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL Tallinna Sadam at a glance 5 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL 1 Tallinna Sadam at a glance 1.1 BUSINESS MODEL The business model of Tallinna Sadam (Port of Tallinn) is based on four balanced business lines: passengers, cargo, shipping and real estate Passengers • 10.6 million passengers per year • 5,540 ferry and cruise ship calls per year • The Old City Harbour and the Saaremaa Harbour • Receiving ferries and cruise ships, providing and developing port infrastructure, servicing passengers and vehicles • Ferry routes: Tallinn-Helsinki, Tallinn-Stockholm, Tallinn-St Petersburg; cruise ships Cargo • 20.6 million tonnes of cargo per year • 1,754 cargo ship calls per year • The Muuga Harbour, the Paldiski South Harbour • Receiving cargo ships, providing and developing port infrastructure • Liquid bulk, dry bulk, container, ro-ro, and general cargo Shipping OÜ TS Laevad: • Operating ferries on the Rohuküla-Heltermaa and Virtsu-Kuivastu routes, 2.3 million passengers, 1.0 million vehicles per year • Five ferries: Leiger, Tiiu, Tõll, Piret, and Regula OÜ TS Shipping: • Icebreaker Botnica • Icebreaking activities in Northern Estonian ports and harbours, off-shore activities during the summer Real estate • Muuga Industrial Park of 76 ha • Paldiski South Harbour Industrial Park of 34 ha • Old City Harbour real estate development of 16 ha (in the preparatory phase) Tallinna Sadam is 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 harbours (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 and port basins, 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 but cargo harbour superstructure belongs to cargo operators. Waste management ser- vice in harbours is provided by AS Green Marine, an associate of Tallinna Sadam that offers innovative waste handling solutions. 1 Tallinna Sadam is also the owner of Paljassaare Harbour where activities have ceased because the company has decided to exit from it. TALLINNA SADAM AT A GLANCE / BUSINESS MODEL 6 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL Ice-breaker- Botnica Muuga Harbour Old City Harbour Old City Marina Paldiski South Harbour Ferry transfer to islands Saaremaa Harbour From the end of 2016, Tallinna Sadam also operates ferries and provides passenger transport between Estonia’s mainland and two largest islands – Saaremaa and Hiiumaa – through its subsidiary OÜ TS Laevad. The Group owns five ferries and the routes served are the busiest domestic ferry routes. The Group’s other subsidiary, OÜ TS Shipping, is also involved in shipping. It owns the multifunctional icebreaker Botnica which provides icebreaking services in North Estonian ports and harbours in the winter season and in the summer season operates as an icebreaker and offshore construction vessel in the Arctic waters. The real estate business line is still in the preparatory phase. To execute the development plan of the Old City Harbour, in autumn 2018 we submitted applications to Tallinn City Planning Department, requesting proceedings for the adoption of detailed plans consistent with Masterplan 2030. 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, presented in financial accounting, differ somewhat from its business lines. Operating segments are Passenger harbours, Cargo harbours, Ferry and Other. The Passenger harbours seg- ment comprises 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 provision of port services at harbours focused on cargo handling – the Muuga Harbour and the Paldiski South Harbour – and activities related to industrial parks created in these harbours. The Ferry segment comprises the activities of OÜ 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 OÜ TS Shipping and the profit/loss on investments in the associate AS Green Marine (accounted for under the equity method). Segment results are presented in section 2.5 of the management report and note 3 to the consolidated financial statements. 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% TALLINNA SADAM AT A GLANCE / BUSINESS MODEL 7 WorldReginfo - 5818bee6-8f57-45e4-b483-c0e25f93e0a3 TRANSLATION OF THE ESTONIAN ORIGINAL 1.2 LETTER FROM THE CHAIRMAN OF THE Supervisory BOARD Last year was the most important one for us in this century. Tallinna Sadam was listed on the stock ex- change and the stock became very popular among Estonian retail investors. Altogether, around 14,000 local Estonian retail investors and reputable institutional investors well-known in international capital mar- kets trusted us and decided to invest in the shares of Tallinna Sadam. For many Estonian people, it was their first stock market investment. The Estonian state, as the majority owner, and our new shareholders have shown their faith in us and we undertake to keep our promises. We are a modern and profitable company and see opportunities for delivering our owners stable returns by operating efficiently in each of our four business lines. I am sure that the strong results for 2018 will be celebrated by both, the company and its owners.
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