Global Ports Investments PLC Annual Report 2014 Global Ports Investments PLC Annual Report 2014 Introduction Contents Global Ports is the Overview 01-07 Key Strengths 01 leading container About Us 02 terminal operator in Strategic Report 08-29 Chairman’s Statement 10 Eastern Europe by Chief Executive Officer’s Statement 14 1 Market Review 17 container throughput . Business Review 18 2014 marked the successful integration of NCC Group, Corporate Responsibility 28 which was acquired at the end of 2013. Global Ports’ Governance 30-47 focus in 2014 was on improving operational efficiency, maximising free cash flow and maintaining pricing Board of Directors 34 discipline against the backdrop of a difficult Executive Management 36 market environment. Terminal Directors 38 Corporate Governance 40 Risk Management 45 Financial Statements Ownership Structure2 Directors’ Report and Consolidated Financial Statements 01 Free-float TIHL Directors’ Report and Parent Company (LSE listing) Financial Statements 01 Additional Information 20.5% 30.75% Unaudited Selected Illustrative Combined Financial Metrics 01 Definitions and Presentation Ilibrinio of Information 06 Establishment Shareholder Information 30.75% Ltd3 and Key Contacts 09 9% Polozio 9% APM Terminals Enterprises Ltd3 Transportation Investments Holding Limited (TIHL) is one of the largest privately owned transportation groups in Russia, the wider CIS and the Baltic Region, with strategic interests in rail transportation and port operations. TIHL carries on business under the brand name N-Trans. Nikita Mishin, Konstantin Nikolaev and Andrey Filatov jointly control TIHL. APM Terminals (a member of A.P. Moller-Maersk Group, a leading oil and transportation conglomerate) operates a global terminal network of 64 ports and 140 inland services facilities, giving the company a global presence in 67 countries. 1. Source: Drewry, based on 2014 data. 2. As at 29 April 2015. 3. Former owners of NCC Group Limited. 4. Company estimates, based on ASOP data for 2014. Key Strengths No.1 Container terminal operator in Russia Approximately every second container in Russia is handled by Global Ports.4 7 Marine container terminals in Russia and Finland, covering two major sea basins Our strategically positioned network offers real added value for clients and the highest standards of safety across the Group. 10 Terminals including two inland facilities and oil products terminal in Estonia Our efficient, well-invested terminals provide for low CAPEX requirements and high cash flow generation. 2.7m TEU of marine container throughput in 2014 Our market leadership has been reinforced by the acquisition of Global Ports’ largest competitor, NCC Group Limited, at the end of 2013. Global Ports Investments PLC Annual Report 2014 01 About Us Performance* A year of focus on integration, efficiency and Focus on efficiency and NCC acquisition synergy deleveraging extraction yielded results: • 4.1% growth in Adjusted EBITDA; • 18.2% decrease in total operating cash costs; • 556bp growth in Adjusted EBITDA margin to record level of 66.8%. Successful commercial campaign for 2014 supported 2014 Revenue (USD) by the Group’s unparalleled network of container terminals resulted in: 562.4m • 3.5% growth in revenue per TEU to USD 212m. Deleveraging and prudent financial policy are our key priorities: 2014 Adjusted EBITDA (USD) • USD 141.5m reduction in net debt in 2014 to USD 1.21bn; • 3.2x net debt to Adjusted EBITDA as of the end of 2014 375.9m (down from 3.7x as of the end of 2013); • 2.9x reduction in capital expenditures. Operating Cash Flow (USD) 335m Net debt/Adjusted EBITDA Adjusted EBITDA margin 2014 vs 2013 (Russian Ports segment) Reduction in Total Operating 3.7 70% Cash Costs 3.2 66% 63% 64% -18% 60% 51% 2013 2014 2009 2010 2011 2012 2013 2014 Adjusted EBITDA Margin 67% * From 1 January 2014 the Group adopted IFRS 11, “Joint arrangements”, which has resulted in significant changes in the accounting policies applied by the Group. Prior to 1 January 2014, the Group’s interests in jointly controlled entities (VEOS and MLT and Growth in Adjusted CD Holding groups) were previously accounted for by using the proportionate method of EBITDA Margin consolidation. From 1 January 2014 jointly controlled entities are accounted for using the equity method of consolidation. Comparative figures have been adjusted for consistent accounting and presentation. +556bp Global Ports’ results are shown below on a comparable basis (consolidated financial information for 2014 compared to illustrative combined results of 2013, both accounted for using the equity method of consolidation). 02 Global Ports Investments PLC Annual Report 2014 Overview Strategic Report Governance Financial Statements Additional Information Consolidated Financial and Operating Data Selected IFRS Financial Information, USD m 2013 2014 Illustrative 2013 Reported Combined Change Reported Revenue 562.4 589.1 (26.7) (4.5%) 332.2 Cost of sales and administrative, selling and marketing expenses (286.6) (347.6) 60.9 (17.5%) (182.6) Share of profit of joint ventures (7.7) 16.9 (24.5) (145.3%) 16.9 Operating profit 278.6 266.0 12.6 4.7% 169.4 Balance Sheet and Cash Flow Statements 2013 2014 Illustrative 2013 Reported Combined Change Reported Total assets 1,913.6 1,188.8 724.7 61.0% Net debt 1,207.7 1,349.2 (141.5) (10.5%) Net cash from operating activities 335.2 406.6 (71.4) (17.6%) 251.6 CAPEX on cash basis 23.6 70.0 (46.5) (66.4%) 62.8 Selected Non-IFRS Financial Information 2013 2014 Illustrative 2013 Reported Combined Change Reported Total operating cash costs 186.5 228.1 (41.6) (18.2%) 134.4 Adjusted EBITDA 375.9 361.0 14.9 4.1% 197.8 Adjusted EBITDA margin 66.8% 61.3% 59.6% Net debt to Adjusted EBITDA 3.2 3.7 Global Ports Segment Data 2013 Russian Ports Segment 2014 Illustrative Reported Combined Change Gross marine container throughput, 000s TEU 2,404 2,551 (146.5) (6%) Gross container throughput of inland terminals, 000s TEU 179 159 20 12% Ro-Ro (thousand units) 23 24 (1) (4%) Cars (thousand units) 114 108 5 5% Bulk cargo (thousand tonnes) 751.0 895 (144) (16%) Revenue, USD m 602.2 626.0 (23.8) (4%) Adjusted EBITDA, USD m 422.4 410.4 12.0 3% Adjusted EBITDA margin, % 70.1% 65.6% Oil Products Terminal Segment 2014 2013 Change Oil products gross throughput (million tonnes) 6.9 9.7 (2.8) (29%) Revenue, USD m 116.5 202.4 (85.9) (42%) Operating cash costs, USD m 70.0 115.7 (45.6) (39%) Adjusted EBITDA, USD m 46.5 86.7 (40.2) (46%) Adjusted EBITDA margin, % 39.9% 42.9% Finnish Ports Segment 2014 2013 Change Gross container throughput, 000s TEU 251 224 27 12% Revenue, USD m 24.1 23.6 0.5 2% Adjusted EBITDA, USD m 3.9 3.4 0.5 15% Adjusted EBITDA margin, % 16% 14% Global Ports Investments PLC Annual Report 2014 03 About Us continued Strong position Strong presence in key basins Baltic Basin Novosibirsk 55% of Russia’s of Russian container traffic Ekaterinburg container trade St. Petersburg Moscow From St. Petersburg to the Far East, Black Sea Basin our terminals give us a strong position 15% of Russia’s in the Russian container market. container traffic Cargo flow from the Americas By Sea By Rail The Baltic Sea Basin’s The Far East Basin is the container terminals are fastest route for transportation located in proximity to key of containers from Asia to the transhipment hubs for Russia’s European part of Russia and inbound and outbound CIS countries (Kazakhstan, containers, such as Hamburg Tajikistan, Uzbekistan). The and Rotterdam. The Baltic Sea shorter transit time is a key Basin has a strong customer advantage for customers base due to its economic shipping high-value and development, access to time-sensitive cargo. Russia’s most populous regions, and cost-effective transportation of containers to major Russian cities. Terminal Overview 1. 2. 3. 4. 5. First Container Petrolesport Vostochnaya UST-LUGA Moby Dik (MD) Terminal (FCT) (PLP) Stevedoring Container Company (VSC) Terminal (ULCT) Location: Location: Location: Location: Location: St. Petersburg St. Petersburg Nakhodka Ust-Luga port cluster Kronstadt (St. Petersburg) Cargo handled: Cargo handled: Cargo handled: Cargo handled: Cargo handled: Containers Containers, Ro-Ro, Containers, Ro-Ro, Containers, bulk cargo Containers, Ro-Ro, bulk and general cargo bulk cargo (coal) bulk and general cargo Container throughput capacity: Container throughput capacity: Container throughput capacity: Container throughput capacity: Container throughput capacity: 1.25m TEU per year 1m TEU per year 650,000 TEU per year 440,000 TEU per year 400,000 TEU per year Ownership: Ownership: Ownership: Ownership: Ownership: 100% 100% 100% 80% 75% 04 Global Ports Investments PLC Annual Report 2014 Our Container Terminals From East and West Novosibirsk Okhotsk Sea Baltic RussiaBasin Far East Basin Ekaterinburg The Group’s container The Group’s container terminals in the Baltic Sea terminal in the Far East St. Petersburg Moscow ChinaBasin offer direct access Basin is in an ice-free to the most3 populous harbour with deep-water and economicallyJapan developed access and a direct link to regionsSea of of Japan the European the Trans-Siberian Railway. part of Russia, including Far East Basin Moscow and St. Petersburg. 28% of Russia’s container traffic Finland Okhotsk Sea Russia Cargo flow from the 9 Americas 8 Gulf of Finland 5 2 6 China 1 7 Baltic Sea 4 10 3 Japan Estonia Russia Sea of Japan 3.51 MTEU 0.65 FinlandMTEU Global Ports marine terminal Global Ports marine terminal 9 capacity capacity 8 Gulf of Finland 5 2 6 1 7 Baltic Sea 4 55% 28%10 Share of Baltic Basin terminals in Share of FarEstonia East Basin terminalsRussia the overall container throughput in the overall container of Russian terminals1 throughput of Russian terminals1 1.