GROUP ANNUAL REPORT 2024
The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Commercial Registry no. 10137319 VAT registration no. EE100068489 Registered office Sadama 25, 15051 Tallinn, Estonia Country of incorporation
Republic of Estonia
Phone +372 631 8555 E-mail ts@ts.ee Corporate website www.ts.ee Beginning of financial year 1 January 2024 End of financial year 31 December 2024 Legal form
Limited company (AS)
Auditor AS PricewaterhouseCoopers
AS Tallinna Sadam
Group annual report for the financial year ended 31 December 2024
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Table of Contents 3 MANAGEMENT REPORT 5 6 BUSINESS REVIEW 38 1 TALLINNA SADAM AT A GLANCE 6 6.1 Key performance indicators 38 1.1 Business model 6 6.2 Economic environment 39 1.2 Key performance indicators for 2024 8 6.3 Effects of the Russia-Ukraine war and main economic risks 40 1.3 Highlights of the year 2024 9 6.4 Overview of the market: passengers 41 1.4 Letter from the CEO 11 6.5 Overview of the market: cargo 43 1.5 Vision, mission, values 12 6.6 Operating results 45 1.6 Strategy 2023–2027 13 6.6.1 Number of passengers 47 1.7 Tallinna Sadam’s stakeholder groups and value chains 16 6.6.2 Cargo volume 48 2 SERVICE RESPONSIBILITY 18 6.6.3 Ferry service 49 2.1 Safety and security 18 6.6.4 Icebreaker Botnica 49 2.2 Quality management and risks 20 6.7 Income and expenses 50 2.3 Customers and suppliers 21 6.8 Profit 53 3 ENVIRONMENT 23 6.9 Segment reporting 54 3.1 Energy efficiency and sustainable consumption 24 6.10 Investments and development prospects 56 3.2 Clean Baltic Sea and circular economy 25 6.11 Dividends 58 3.3 Clean air 27 6.12 Share and shareholders 59 4 OUR PEOPLE 30 7 CORPORATE GOVERNANCE 61 4.1 Employees 30 7.1 General meeting 62 4.2 Human resource strategy 32 7.2 Supervisory board 63 4.3 Occupational safety 33 7.3 Audit committee and internal audit department 67 5 GIVING BACK TO SOCIETY 34 7.4 Remuneration committee 67 5.1 Participation in organisations 34 7.5 Nomination committee 68 5.2 Cooperation for sustainable development and volunteering 35 7.6 Management board 68 7.7 Supervisory and management boards of subsidiaries and associates 70 7.8 Cooperation of the management and supervisory boards 70 7.9 Disclosure of information and communication 70 7.10 Financial reporting 71 7.11 Statement of compliance with the CGR 71 Table of Contents
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Table of Contents 4 REMUNERATION REPORT 72 Note 15. Trade and other payables 119 Note 16. Taxes payable 120 CONSOLIDATED FINANCIAL STATEMENTS 76 Note 17. Loans and borrowings 121 Consolidated statement of financial position 77 Note 18. Government grants 125 Consolidated statement of comprehensive income 78 Note 19. Equity 131 Consolidated statement of cash flows 79 Note 20. Revenue 136 Consolidated statement of changes in equity 80 Note 21. Operating expenses 138 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 81 Note 22. Other income 140 Note 1. Reporting entity 81 Note 23. Finance costs 140 Note 2. Material accounting policies 82 Note 24. Related party transactions 141 Note 3. Operating segments 92 Note 25. Commitments 143 Note 4. Financial risk management 96 Note 26. Investing activities in the statement of cash flows 143 Note 5. Significant accounting estimates and judgements 102 Note 27. Contingent liabilities 144 Note 6. Financial instruments 104 Note 28. Investigations concerning the group 145 Note 7. Cash and cash equivalents and term deposits with maturities of more than 3 months 106 Note 29. Additional information on the parent 146 Note 8. Trade and other receivables 107 Note 30. Unbundling of activities under the electricity market act 151 Note 9. Investments in an associate 108 Note 10. Investment properties 110 Note 11. Property, plant and equipment 111 MANAGEMENT’S CONFIRMATION 155 Note 12. Intangible assets 114 INDEPENDENT AUDITOR’S REPORT 156 Note 13. Leases 115 STATEMENT OF THE SUPERVISORY BOARD 161 Note 14. Provisions 118 PROFIT ALLOCATION PROPOSAL 162
MANAGEMENT REPORT
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 6 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The business model of AS Tallinna Sadam (the owner and operator of the Port of Tallinn) and its subsidiaries (together: ‘Tallinna Sadam’ or ‘the Group’) is based on four well-balanced business lines: passengers, cargo, shipping and real estate, which ensure the Group’s profitability even in the most challenging times. Tallinna Sadam owns the largest cargo and passenger harbour complex in Estonia. Our harbours are navigable and easily accessible throughout the year, and deep enough to receive all vessels passing through the Danish Straits. Tallinna Sadam owns two passenger harbours (Old City Harbour and Saaremaa Harbour) and two cargo harbours (Muuga Harbour and Paldiski South Harbour). 1 Tallinna Sadam at a Glance 1.1 Business model TS Laevad OÜ Operation of ferries on two domestic routes: Rohuküla– Heltermaa and Virtsu–Kuivastu 2024: 2.5 million passengers and 1.2 million vehicles carried, 23,179 trips 5 ferries: Leiger, Tiiu, Tõll, Piret and Regula TS Shipping OÜ (MPSV Botnica) Icebreaking in northern Estonian harbours Offshore work and international projects in the summer and autumn SHIPPING: Old City Harbour property development 16 ha Muuga Industrial Park 76 ha Paldiski South Harbour Industrial Park 34 ha Saaremaa Harbour Logistics Park 10 ha Vacant land and rental premises in the harbours REAL ESTATE: TOP 2 Baltic Sea passenger port in 2024: 8 million passengers, 5,692 ferry calls Passenger harbours: Old City Harbour and Saaremaa Harbour Reception of ferries and cruise ships, provision and development of port infrastructure, provision of services for passengers and vehicles Ferry routes: Tallinn–Helsinki, Tallinn–Stockholm, Muuga–Vuosaari, Paldiski–Kapellskär, cruise ships PASSENGERS: 2024: 13 million tonnes of cargo, 1,435 cargo ship calls Cargo harbours: Muuga Harbour, Paldiski South Harbour. Ro-ro cargo at Old City Harbour Reception of cargo traffic, provision and development of port infrastructure for cargo handling and transport Cargo types: dry bulk, container, ro-ro, liquid bulk, general cargo CARGO:
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 7 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Tallinn Old City Harbour is the second largest passenger harbour in the northern Baltic Sea region (aſter Helsinki). Muuga Harbour is the largest cargo harbour in Estonia. Tallinna Sadam provides port services as a landlord port, i.e. it owns, manages and develops quays, port basins and the surrounding areas, leases land to cargo operators, organises vessel traffic in the port basins and ensures safe navigation in the port waters. Tallinna Sadam owns passenger terminals and other facilities necessary for passenger services. The superstructure of the cargo harbours belongs to cargo operators. Waste management in the harbours is provided by AS Green Marine (Green Marine), an associate of Tallinna Sadam that offers innovative waste management solutions. Through its subsidiary OÜ TS Laevad (TS Laevad), Tallinna Sadam operates ferries and provides passenger transport service between Estonia’s mainland and two largest islands — Saaremaa and Hiiumaa. The Group has five ferries and the routes served are the busiest domestic ferry routes in Estonia. The other subsidiary, OÜ TS Shipping (TS Shipping), is also involved in shipping. It owns the multifunctional icebreaker Botnica, which provides icebreaking services in the northern Estonian coastal waters during the winter season and icebreaking, ice management and escort services in offshore projects in the Arctic waters of northern Canada and elsewhere during the summer season. The real estate business is largely in the preparation phase. Detailed plans for the real estate development areas of Old City Harbour have been initiated and submitted to the Tallinn City Planning Department. In order to increase the overall attractiveness and value of the area, several new passenger-related developments were completed in 2020–2023: Terminal D with a multi- storey car park and a square in front of the terminal building, the pedestrian Admiral Bridge connecting the passenger terminals, and an environmentally friendly modern cruise terminal with a promenade. In 2023, we also organised an architectural design competition for the development of the area around the new Terminal A and in 2024 the preliminary design was completed. A tram line with a stop in Old City Harbour was completed in December, which is an important milestone in the development of environmentally friendly infrastructure. The Group’s operating segments for financial accounting purposes differ slightly from its business lines. The operating segments are Passenger harbours, Cargo harbours, Ferry, and Other. The Passenger harbours segment comprises the provision of port services at the harbours mainly involved in passenger service — Old City Harbour and Saaremaa Harbour — and real estate development activities in Old City Harbour. The Cargo harbours segment comprises the provision of port services at the harbours mainly involved in cargo handling — Muuga Harbour and Paldiski South Harbour — and activities related to the industrial parks located in those harbours. The Ferry segment comprises the operations of the subsidiary TS Laevad, which provides ferry services between the Estonian mainland and the two largest islands. The segment Other includes mainly the operations of the subsidiary TS Shipping, which operates the multifunctional icebreaker Botnica, and the Group’s share of the profit or loss of the associate Green Marine, which is accounted for using the equity method. Segment results are presented in section 6.9 of the management report and note 3 to the consolidated financial statements. Structure of Tallinna Sadam Group Port services for passengers and cargo Ferry service to Saaremaa and Hiiumaa Tallinna Sadam’s share 100% Icebreaker Botnica charter Tallinna Sadam’s share 100% Waste management Tallinna Sadam’s share 51%
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 8 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 1.2 Key performance indicators for 2024 Revenue EUR 119.6m (+2.5%) 1 Cargo volume 13.1m tonnes (+4.4%) Utilisation rate for icebreaker Botnica 60% (–5%) Adjusted EBITDA EUR 53.1m (+8.1%) Number of passengers 8.2m (+3.6%) Traffic between Estonia’s mainland and largest islands 23,179 trips (+0,6%), 2.5m passengers (+2.1%) and 1.2m vehicles (+3.6%) EBITDA margin 44.4%, profit EUR 19.2m (+20.6%) Number of vessel calls 7,127 (+1.4%) Share of vessel calls with ESI 2 discounts 38% (+3%) Capital investments EUR 38.8m (+87.3%) Dividends paid EUR 19.199m (EUR 0.073 per share) GHG 3 emissions 21,656 tonnes of CO 2 equivalent (–9%) 1 All changes on this page are presented compared to 2023. 2 ESI — Environmental Ship Index. 3 GHG — greenhouse gases CO 2 , N 2 O and CH 4 converted into CO 2 equivalent
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 9 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). CARGO VOLUMES AND PASSENGER NUMBERS INCREASED WINTER CRUISES VISITED OLD CITY HARBOUR FIN-EST GREEN CORRIDOR JOINT PROJECTS WERE LAUNCHED NEW CONTAINER LINES STARTED CALLING 1.3 Highlights of the year 2024 CONSTRUCTION OF AN OFFSHORE WIND FARM QUAY AT PALDISKI SOUTH HARBOUR CONTINUED
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 10 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). TS LAEVAD WON THE TENDER FOR THE OPERATION OF THE VIRTSU–KUIVASTU AND ROHUKÜLA–HELTERMAA FERRY LINES (FERRY SERVICE BETWEEN ESTONIA’S MAINLAND AND TWO LARGEST ISLANDS) FOR THE PERIOD 1 OCTOBER 2026 – 30 SEPTEMBER 2033 TS SHIPPING SIGNED A SUMMER CHARTER AGREEMENT WITH BAFFINLAND IRON MINES CORPORATION FOR THE PERIOD 2024–2028 AN AGREEMENT WAS SIGNED FOR THE CONSTRUCTION OF AN LM (LIQUEFIED METHANE) TERMINAL AT MUUGA HARBOUR GREEN MARINE OPENED A NEW CONSTRUCTION AND DEMOLITION WASTE PROCESSING PLANT TRAM LINE STOPPING AT OLD CITY HARBOUR WAS OPENED OLD CITY HARBOUR HOSTED TALL SHIP RACES
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 11 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The year 2024 was an important one for Tallinna Sadam — we succeeded in restoring growth in passenger and cargo traffic, remained focused on our strategic goals by continuing to make important forward-looking investments, and took steps toward environmental sustainability. Last year, we served over 8 million passengers and handled more than 13 million tonnes of cargo. Our ferries set a record, carrying 2.5 million passengers and 1.2 million vehicles. The icebreaker Botnica was in operation year-round, demonstrating its multi- functionality and value. The number of cargo ship and ferry calls has gradually increased, which has had a positive impact on our revenue. At the same time, competition in the region has intensified due to Russia’s war of aggression, which has disrupted trade in the Baltic Sea and marginalised the East–West trade corridor. In addition, the un- favourable economic environment and high energy prices have affected the activities of the operators’ shipping companies and the maritime sector as a whole. As a result, we need to look for growth opportunities in each of our four business lines where we see clear potential. To increase our competitiveness, we continued to build the quay for offshore wind farm construction and service vessels at Paldiski South Harbour. In the summer, we launched a new container shipping line with the arrival of the green methanol-powered container ship Eco Maestro at Muuga Harbour. We also signed an agreement with JetGas OÜ for the construction of a liquefied methane terminal at Muuga Harbour, which will increase ship calls and cargo throughput and support the transport sector’s transition to cleaner fuels. In the cargo business, we see opportunities in the new North– South trade corridor that will be created by the opening of Rail Baltica, the development of industrial parks, the repurposing of liquid bulk terminals, for example for the storage of green fuels, and the provision of our infrastructure for the retrofitting of ships. Together with the Port of Helsinki, we aim to create a climate neutral maritime corridor between Tallinn and Helsinki. To this end, we have launched 19 joint projects, including research into the transition to green fuels and carbon capture, the development of zero-emission port infrastructure, the improvement of waste management and the promotion of cycling tourism. In the cruise business, we are actively working with other Baltic Sea ports and destinations, and there are already signs that the number of ship calls will increase in the coming years. For our subsidiary TS Laevad, a major highlight of the year was winning the contract to operate the Saaremaa and Hiiumaa ferry routes for a further period of 2026–2033. Our other subsidiary, TS Shipping extended its cooperation with Baffinland Iron Mines Corporation by signing an agreement that will enable the ice- breaker Botnica to operate in Canadian Arctic waters until 2028. The maritime sector is facing rapid change, driven by the green transition, digitalisation and geopolitical impacts. Tallinna Sadam is ready to meet these challenges by prioritising sustainability, smart technologies and flexibility. In 2025, we plan to continue investing in upgrading our infra- structure, expanding green energy solutions and implementing innovative logistics solutions. Our goal is to strengthen our position as a leading port in the Baltic Sea region, providing world- class services and contributing to the development of the Estonian economy. As an organisation, we will continue to improve our business processes and implement our efficiency programme to become an even more successful, flexible and profitable company. We would like to thank all our employees, partners and shareholders for their invaluable contribution to our success story. Your support and cooperation have enabled us to achieve excellent results and laid the foundations for future growth and development. 1.4 Letter from the CEO The maritime sector is facing rapid change, driven by the green transition, digitalisation and geopolitical impacts. Tallinna Sadam is ready to meet these challenges by prioritising sustainability, smart technologies and flexibility. VALDO KALM Chairman of the Management Board of Tallinna Sadam
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 12 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 1.5 Vision, mission, values The vision of Tallinna Sadam is to become the most innovative port on the Baltic Sea, because innovation and sustainability are competitive advantages. Tallinna Sadam is a modern gateway to the Baltic Sea. We are a growth-oriented development and service company. We provide a sustainable environment and create development opportunities for our customers and employees by combining services for people and cargo, shipping, and water- front property development into an integrated logistics business. We listen to the communities and protect the environment. We are open, smart and reliable. We represent Estonia’s maritime image and are one of the engines of the Estonian economy. Tallinna Sadam’s core values are openness, smartness and reliability. We are open to new ideas and innovations and find ways to implement them. We share information about our intentions and activities both internally and externally. We make sensible and smart decisions, doing the right things at the right time and in the right way. We seek, seize and deliver creative and forward-looking solutions to improve the company’s competitiveness. We are reliable. We keep our promises and deliver quality. We are professional, competent and influential experts in our field, treating ourselves and others with respect and consideration. We have incorporated our values and ethical principles into a single Code of Ethics, which also sets out clear ethical expectations for our partners. In addition, we have a whistleblowing hotline for reporting concerns about possible misconduct and have provided guidelines for submitting and handling such reports. Reports can be made confidentially and anonymously, if desired, by both our employees and external parties.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 13 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 1.6 Strategy 2023–2027 Tallinna Sadam’s strategy is focused on realising its vision of being the most innovative port on the Baltic Sea, meeting its owners’ expectations, fulfilling its dividend promise, promoting a strong corporate culture and ensuring sustainable development. Business strategy Tallinna Sadam will work to restore its business volumes and has moderate growth opportunities in all business lines. In the passenger business, which has been severely affected by the COVID crisis and, particularly in the cruise segment, by the Russia-Ukraine war, we will focus on restoring the volumes of services provided to both regular routes and cruise ships. We will invest in improving passenger service infrastructure and providing sustainable port service solutions for ferries, buildings and passengers. The aim is to develop an environmentally friendly customer journey by creating green corridors on the Estonia–Finland and Estonia–Sweden routes. In the cargo business, we will look for ways to restore cargo volumes that have declined due to the economic environment and sanctions, and we will continue to increase the competitiveness of cargo corridors passing through Estonia together with other members of the logistics chain. The development of offshore wind farms in the region will provide a good opportunity to start offering construction and maintenance port services, while the replacement of fossil fuels with alternative energy sources will open up opportunities to handle new cargo groups. Cargo harbours will become hubs for production and value creation, which will provide us with stable long-term revenue and the utilisation of our industrial park areas. The importance of the North–South corridor and the use of Estonia as a gateway to Scandinavia will increase. In shipping, the main focus will be on strengthening the core business of providing ferry services between Estonia’s mainland and its largest islands and ensuring year-round operation of the multifunctional icebreaker Botnica. We will also analyse opportunities for growth, such as expanding ferry services to other countries and providing a maintenance fleet for offshore wind farms. The main factors that will affect our operations and the implementation of our business strategy are the unstable economic situation in Europe, the Russia–Ukraine war and the tightening of environmental regulations. On the positive side, the changes in global supply chains may open up opportunities to serve new cargo flows. In addition, the volatility of energy prices and climate regulations are accelerating the search for new solutions to implement alternative energy sources and green fuels, which is creating conditions for the development of energy-related projects in our harbours. In the real estate business, we will continue to create attractive urban space by implementing the Old City Harbour development plan, i.e. Masterplan 2030+. The goal for the strategy period is to start the design/construction of the first real estate developments and the creation of high- quality public urban space. The focus will be on the use of renewable energy, including seawater- based district heating and cooling, the promotion of sustainable mobility options, and energy- efficient and smart buildings. To implement the strategy, we will set annual targets and all employees will contribute to achieving them. The key to Tallinna Sadam’s future success lies in the attitude and mindset that our daily business decisions and investments must equally support the development of the company, the surrounding environment and society as a whole.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 14 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Sustainable development Tallinna Sadam is committed to reducing the negative environmental impacts of its operations and development activities. A clear focus on environmental priorities and the pursuit of climate neutrality by 2050 are key to ensuring the company’s sustainable development. We recognise that the Baltic Sea is one of the most vulnerable marine ecosystems in the world and that clean air is an important indicator of quality of life, which helps ensure that we can continue to operate close to residential areas. Our goals also include expanding the circular economy and improving energy efficiency. As Estonia’s largest gateway to the sea, we are responsible for Estonia’s image as a maritime nation. Therefore, our priority is to create a quality public space for both visitors and local people. We contribute to regional development by providing quality ferry services, which are essential for the residents and visitors of Estonia’s largest islands. Health, safety and security remain among our top priorities. Our activities contribute to the achievement of Estonia’s climate neutrality target, as well as to the implementation of the European Green Deal and the UN Sustainable Development Goals. We have developed our key performance indicators and their target levels, as well as a web application to monitor our progress towards the Sustainable Development Goals. At the end of 2024, we conducted a double materiality assessment at Tallinna Sadam in accordance with the CSRD 4 to identify material environmental, social, and governance (ESG) topics as required by ESRS 5 . As part of the assessment, we mapped both impact materiality (positive and negative) and financial materiality (risks and opportunities) relevant to our operations. According to the sustainability reporting standards set out in the CSRD, one of the essential and unavoidable aspects of a double materiality assessment is stakeholder engagement. Tallinna Sadam’s key stakeholders were identified through value chain mapping. In 2024, we conducted a satisfaction survey among our customers, partners and employees, including their involvement in ESG topics and their expectations of Tallinna Sadam. 4 Corporate Sustainability Reporting Directive 5 European Sustainability Reporting Standards, developed by the European Financial Reporting Advisory Group (EFRAG) Development opportunities PASSENGERS: Restoring passenger traffic on the Helsinki and Stockholm routes Restoring the volume of cruise ship calls and the number of cruise passengers Improving mobility in the harbour area and ferry connections (including traffic management, green corridors, new routes) CARGO: Developing a harbour for the construction and maintenance of offshore wind farms Developing the port into an industrial hub Continuing the development of ro-ro/con-ro routes at Muuga Harbour and Paldiski South Harbour, becoming a regional cargo and logistics hub and increasing north– south cargo flows (including the opportunities offered by Rail Baltica) Producing alternative fuels at harbours Creating a retrofit hub SHIPPING: Securing the core business of providing ferry services between Estonia’s mainland and largest islands Providing a maintenance fleet for offshore wind farms Increasing operating efficiency, electrifying vessels and implementing alternative fuels Increasing the volume of icebreaking and offshore services in international projects Providing ferry services in other countries REAL ESTATE: Implementing Masterplan 2030+ for the development of Old City Harbour Renting out surplus resources and vacant space
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 15 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). According to respondents, the most important environmental topics for Tallinna Sadam are the development of renewable energy solutions and the prevention of marine pollution. The most important social topics are ensuring the safety of employees, passengers and customers, as well as access to essential services, including vessel traffic and cargo flows in harbours and between Estonia’s mainland and largest islands. In the area of governance, Tallinna Sadam’s innovation and digitalisation efforts and their management, as well as the development and maintenance of relationships with customers and partners, received the highest scores. Based on the methodology used for the double materiality assessment, it was concluded that climate change mitigation is an environmental topic of double materiality for Tallinna Sadam. Social topics of double materiality include providing access to harbours and essential services, ensuring employee safety, providing employee training and skills development, and remuneration. In the area of governance, the topics of double materiality include innovation, digitalisation and managing relationships with partners. The results will be used as input for updating Tallinna Sadam’s sustainable development strategy and preparing our sustainability statement in accordance with the CSRD requirements starting from 2025. Innovation Development based on R&D Sustainable business development and choice of partners Employer attractiveness ECONOMIC IMPACT SOCIAL IMPACT High quality public space and regional development Health, safety, security Raising awareness on CSR and sustainability ENVIRONMENTAL IMPACT Energy efficiency, sustainable consumption Clean Baltic Sea, increasing circular economy Clean air
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 16 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). SOCIETY & COMMUNITY Local municipalities Local communities Cooperation organizations and networks Education and research institutions Public and media EMPLOYEES Current and future employees of Tallinna Sadam group Trade unions CUSTOMERS & PARTNERS Operators (cargo terminals and passenger ships) Passengers (international and local) Charterers of the icebreaker Agents, lease holders Suppliers Financiers Parties in logistics chain Supervision and other institutions INVESTORS Estonian state (controlling shareholder) International institutional investors Estonian investment and pension funds Retail investors Potential investors 1.7 Tallinna Sadam’s stakeholder groups and value chains
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 1. Tallinna Sadam at a Glance 17 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). FACTORS: Geopolitics, incl. the environment Economic environment Supply chains Competition Safety and security Information technology Workforce Regulations Epidemics Weather Offshore work projects abroad in the summer Icebreaking operations on the northern coast of Estonia in the winter Technical readiness of the icebreaker Safe manning OFFSHORE WORK ICEBREAKING IN ESTONIA ICEBREAKER SEGMENT OTHER (ICEBREAKER BOTNICA) Operation of ferries Onboard services Technical readiness of the ferries Safe manning MARITIME TRANSPORT TRAFFIC MANAGEMENT IN HARBOUR AREA TICKET SALES FERRIES FERRY SEGMENT Agents Carriers Freight forwarders Including: Vessel traffic management, waste management, pollution abatement, utility services Tugging and piloting, bunkering Activities of cargo operators: Superstructure construction and management Loading, unloading, storage and warehousing Processing and adding value to cargo Including: Land, quays, ramps, utility networks, etc. Development, construction, maintenance, management Granting of rights of superficies Rail transport Road transport MARITIME TRANSPORT PORT SERVICES CARGO TERMINALS PORT INFRASTRUCTURE ROAD TRANSPORT CARGO HARBOURS SEGMENT Ferry and ship operators: Tallink Viking Line Eckerö Line Cruise operators Including: Vessel traffic management, waste management, onshore electricity supply, pollution abatement, utility services Tugging and piloting, bunkering Traffic management in onshore harbour area (incl. Smart Port system) Services at terminals Including: Land, quays, ramps, connecting walkways, utility networks, etc. Development, construction, maintenance, management Letting of vacant premises User-friendly port area Attractive place to spend time MARITIME TRANSPORT PORT SERVICES PASSENGER TERMINALS PORT INFRASTRUCTURE PUBLIC SPACE PASSENGER HARBOURS SEGMENT Services provided by the Tallinna Sadam Group Services provided by partners
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 2. Service Responsibility 18 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Training and exercises We invest daily in ensuring safety and security in all our operations. Thanks to extensive preventive work, Tallinna Sadam has had very few serious incidents in the past decade and no safety incidents with a high number of fatalities or injuries. The harbours of Tallinna Sadam have implemented a safety and security assurance system to meet the requirements of the Estonian Ports Act in areas such as maritime safety, security, environmental protection, and safe cargo handling. We regularly assess potential safety risks and update our safety measures as necessary. General safety requirements are set out in the Port Rules. In order to be prepared for dangerous situations, we conduct regular training exercises and work with the supervision authorities, local communities and operators, including those that handle hazardous substances on port premises. Tallinna Sadam participates in the implementation of the National Defence Action Plan, and during the 2024 exercises, the communication of information was practised and various scenarios were played out. The rural municipality of Lääne-Harju, where Paldiski South Harbour is located, held the ESCAPE24 crisis management exercise at the end of September. During the two-day exercise, evacuation, the operation of evacuation centres, logistics and the work of the rural municipality's crisis cell were practised in cooperation with the Defence Forces, the Estonian Rescue Board and the Police and Border Guard Board. We regularly conduct fire drills and test firefighting equipment, systems and facilities in cooperation with the Estonian Rescue Board. In 2024, we conducted ten fire drills for the Estonian Rescue Board, Tallinn Emergency Medical Service, operators, security service providers and port personnel. There was a total of three fire incidents at Muuga Harbour and Paldiski Harbour last year, but the consequences were insignificant. No one was injured and the property of Tallinna Sadam was not damaged. The purpose of implementing security requirements in ports is to ensure the safety and security of ships, passengers, cargo and people (including employees) on the port premises and to prevent illegal activities. All harbours of Tallinna Sadam apply enhanced ISPS 6 security requirements, which are based on a security plan prepared as a result of a risk analysis conducted by the Estonian Transport Administration and the Estonian Internal Security Service. The effectiveness of the security measures is tested during regular drills and exercises. 2 Service Responsibility 2.1 Safety and security 6 International Code for the Security of Ships and Port Facilities Crisis management Fire drill Pollution control Security 40 30 20 10 0 2020 2021 2022 2023 2024 24 3 6 2 21 4 2 3 20 1 10 3 22 10 3 1 24 10 3 1
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 2. Service Responsibility 19 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Old City Harbour, which has been designated as a facility essential for national security, is subject to additional security measures. Access to all our harbours is restricted and entry is by permit. All harbours are manned by security guards and have modern technical surveillance systems that are constantly upgraded to support security. In accordance with the State Borders Act, all our harbours are border crossing points open to international ferry traffic, where border controls are carried out by the Police and Border Guard Board. In April, the National Audit Office carried out an audit which included an assessment of the readiness of Tallinna Sadam to receive Allied forces. In June, the Transport Administration carried out a security risk assessment at Old City Harbour, the results of which were used to update the harbour’s security plan. TS Shipping has implemented a safety and quality management system for the icebreaker Botnica that integrates the requirements of the main international maritime conventions (ISM, SOLAS, MARPOL, STCW, etc.) and ISO standards (9001:2015, 14001:2015, 45001:2018). International offshore industry guidelines and best practices are also followed. TS Shipping is a member of the International Marine Contractors Association (IMCA) and adheres to its guidelines, recommendations and practices. In accordance with the above requirements and guidelines, around 20 different safety and security drills and exercises are conducted on board the icebreaker every year. In addition, joint emergency response drills are conducted regularly to practice cooperation between the crew and the shore team. TS Laevad applies the safety and security requirements of the ISPS Code. Fire safety is ensured by conducting weekly rescue and firefighting drills on board the vessels as required by SOLAS. In cooperation with the Police and Border Guard Board, the Internal Security Service and the Rescue Board, various emergency drills are carried out on board. In addition, during the summer we organise maritime safety days on board our ferries together with the Police and Border Guard Board and volunteer rescuers, during which we demonstrate the correct use of life jackets and provide other relevant information on maritime safety. To prevent pollution of the marine environment and to ensure proper waste management, TS Laevad follows the requirements of MARPOL. All vessels of TS Laevad have implemented a comprehensive safety management system, which is audited annually by the Transport Administration.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 2. Service Responsibility 20 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 2.2 Quality management and risks The Group’s parent company has had an integrated management system that meets the requirements of the international quality and environmental management standards ISO 9001 and ISO 14001 since 2003. Conformity with international standards confirms that the management system of Tallinna Sadam ensures the satisfaction of customers and other stakeholders, efficiency of workflows and adequate control of risks and environmental aspects. Continuous improvement of the quality and environmental management system is supported by measuring and analysing customer satisfaction, company reputation and employee engagement. The priorities of the year included environmental, digitalisation and innovation projects. In 2024, we successfully passed the recertification audit by the certification body Bureau Veritas Eesti OÜ, which confirmed our compliance with the requirements of ISO 9001 and ISO 14001. In accordance with the risk management framework, we regularly monitor and assess the risks that affect the operations of Tallinna Sadam. The risks are divided into three main categories: external risks, business risks and operational risks. Each risk is assigned a level of severity (low, moderate, high, extreme) and mitigation measures that depend on the nature of the risk. An overview of the Group’s financial risk management and mitigation policies is provided in note 4 to the financial statements. The external risks with the greatest impact on the Group’s operations are global economic instability, including possible overheating of the economy, rapid inflation and economic crisis. Other potentially significant risks include the business risks of major customers and the reluctance of potential customers to invest, as well as restrictive international and European environmental requirements and regulations (the European Union’s Green Deal, including the FIT for 55 climate package, maritime decarbonisation, etc.), which will affect port services in the long term through possible changes in demand and the cost base. High risk events (although rare) also include potential energy supply disruptions due to technical failures and/or energy shortages. We increasingly invest in managing information security risks and ensuring cyber security. DDoS attacks continued in 2024, but their impact was limited due to safeguards. The number of phishing and malware emails was high. In addition, our systems were targeted by network scanning, presumably to find vulnerabilities. The passenger business is most exposed to a reduction in ferry calls as a result of vessels being chartered to other markets due to high fuel prices and limited passenger numbers, as well as the impact of European climate regulations, which increase the additional costs of maritime transport. The latter in turn increase the price of the service and reduce demand (especially in the cruise business) in the Baltic Sea region. In the cargo business, the main risk is the reorganisation of supply chains and logistics as a result of the loss of the Eastern market and general economic policies, which means that certain types of goods will no longer pass through our harbours. In the real estate business, significant risks include potential delays in local government planning processes and potential legal disputes. In the shipping business, the main risk is that we will not be able to find a use for the ferries when the long-term contract with the Estonian state expires and that the icebreaker Botnica will not be able to operate outside the icebreaking season. Significant operational risks are associated with the subsidiaries and a potential decline in the market value of major assets. The level of other risks associated with our operations, including environmental, safety and security, compliance and personnel risks, is either moderate or low (taking into account the mitigation measures).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 2. Service Responsibility 21 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 2.3 Customers and suppliers Our largest customers are ferry operators, cargo terminal operators, and the Republic of Estonia under the contracts for the provision of ferry service and Botnica’s icebreaking service. Our customers also include the end users of our services: passengers travelling on our ferries to the islands of Saaremaa and Hiiumaa, passengers travelling on international routes, cargo carriers and cargo owners. Our customer relationships are based on the principles of openness and inclusion. Meetings with key customers are held on a regular basis and Tallinna Sadam’s major plans, projects and investments are presented at least once a year. We monitor customer satisfaction for six customer groups: cargo terminal operators, ferry operators, shipping agents, tenants, passengers, and customers of the marina. In 2024, the customer satisfaction index was 5.38 on a 6-point scale (2023: 5.42). In addition, we surveyed our suppliers and other partners to learn about their satisfaction with Tallinna Sadam as a business partner. The indicators were 5.73 and 5.71, respectively. As part of our double materiality analysis for 2024, we examined our partners’ contribution to sustainable development topics. 63 organisations responded, including customers, suppliers, financiers, public bodies and other partners. 83% of respondents have a sustainable development strategy in place or under development, and a large proportion of organisations are already disclosing sustainability-related information, have assessed the footprint of the organisation and/or product, and have implemented efficiency measures in their operations.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 2. Service Responsibility 22 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). When procuring products and services, we take sustainability criteria into account when preparing the qualification requirements and exclude bids with solutions that harm the environ- ment. A total of 87 procurements were organised in 2024, of which 70 could be assessed for compliance with the sustainability criteria. Of the 70, 61 met the sustainability criteria, i.e. 87% of the number of the procurement contracts (2023: 83%). In terms of value of contracts awarded, 79% included sustainability criteria (2023: 78%). Together with our partners, we strive to make all visitors and passengers feel welcome and promote a welcoming culture and atmosphere at our harbours and on board our ferries. In 2024, a tramway was completed, giving passengers and visitors a more environmentally friendly way to travel between Old City Harbour and the city. In cooperation with shipping companies, we mapped passenger services in all our harbours and continued to make the customer journey more convenient and enjoyable (e.g. toilets at Muuga Harbour, table tennis facilities in the passenger terminal of Old City Harbour). In March, known as Good Service Month in Estonia, the entire Old City Harbour community focused on service excellence. Our subsidiary TS Laevad aims to provide the best travel experience in Estonia and regularly measures customer satisfaction using the Net Promoter Score (NPS) methodology. In 2024, the NPS reached a record high of around 79% (2023: 78%). Passengers were satisfied with the smooth service both onshore and on board, the convenient ticketing environment and the flexibility offered by the e-ticket. In 2024, several events and conferences were organised in collaboration with customers and other stakeholders. We led the Transport Sector Green Forum, which focused on ESG topics and examples. The Paldiski Association of Entrepreneurs hosted the Different Paldiski Conference, with an emphasis on the interaction between residential and industrial environments. We participated as a cooperation partner in the 20th International Maritime Conference 2024 and contributed to the organisation of the international conferences Baltic Ports for Climate and Baltic Sea in Transition, both held in Tallinn. In September we celebrated Maritime Economy Month and, together with our customers, we organised visits for maritime enthusiasts to Muuga Harbour, Old City Harbour and Paldiski South Harbour.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 23 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Tallinna Sadam’s strategic environmental priorities for sustainable development are: Energy efficiency and sustainable consumption A clean Baltic Sea and increasing circular economy Clean air Tallinna Sadam strives to continuously reduce the negative environmental impact of its business and development activities. We take responsibility for the natural and marine environment, listen to local communities and work with local authorities and research organisations, as well as other major Baltic Sea ports, to ensure the sustainable development and operation of the company. We have an environmental management system, which is based on the material environmental topics mapped in accordance with the requirements of ESRS in terms of impact materiality (positive and negative) and financial materiality (risks and opportunities), the material environmental aspects and impacts of our operations that we have identified and the environmental goals and targets that have been set to improve the effectiveness of our environmental activities. 3 Environment
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 24 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Energy efficiency and sustainable consumption indicators Indicator Target level for 2030 Baseline year 2019 2023 2024 MPSV Botnica Energy Efficiency Operational Index (EEOI) 7 In the range of 0.3–0.4 0.4 0.5 0.6 Outdoor lighting upgrade rate 100% 31% 54% 58% Energy efficiency of buildings (kWh/m 2 per year) 130 197 183 178 Share of renewable energy in total energy consumption * 90% 0,4% 74% 73% * Including electricity and heat 3.1 Energy efficiency and sustainable consumption We are committed to improving energy efficiency, meeting 90% of our energy needs from renewable sources and using natural resources sustainably. Our long-term goal is to make our operations climate neutral by 2050. We monitor our progress towards these goals using the energy efficiency and sustainable consumption indicators presented below. Since 2021, the parent company Tallinna Sadam has only purchased renewable electricity for its own use. In 2024, the company’s renewable electricity purchases totalled 11.8 GWh. In addition, 4.5% of the electricity consumed by us was produced by the solar panels installed at Old City Harbour, Muuga Harbour and Paldiski South Harbour. The cruise terminal building at Old City Harbour is heated and cooled by seawater and last year 55% of its electricity consumption was covered by its solar panels. The total energy consumption (heat and electricity) was 16 GWh, of which 73% came from renewable sources. The international Green Key eco-label awarded to the cruise terminal at Old City Harbour shows our visitors and partners that we operate in an environmentally sustainable manner. The icebreaker Botnica is navigated in accordance with the principles of the Ship Energy Efficiency Management Plan (SEEMP). For example, its routes and speeds are selected so as to avoid strong headwinds and waves (weather routing). This has resulted in significant fuel savings and safer navigation. In 2024, Botnica carried out icebreaking work in Estonia, provided walk-to-work services to a gas platform in England and broke ice in northern Canada. During the summer, Botnica was used for an offshore project in England, where the vessel was kept stationary next to a platform, resulting in fuel consumption without nautical miles. Since 2024, TS Laevad has only used electricity from renewable sources for its fleet and offices. The ferries Piret, Tõll, Leiger and Tiiu, owned by TS Laevad, are equipped with Blueflow Energy Management, an innovative system that monitors fuel consumption, improves navigation in real time, optimises the ferry’s speed based on the navigation area and helps plan the maintenance of the underwater hull, thus reducing the ferry’s fuel consumption and the negative environmental impact of marine fuel. To improve energy efficiency, the company continued to equip the ferries with LED lighting solutions and installed digital logbooks. In 2024, the ferries’ average fuel consumption per trip was 11% (2023: 15%) lower than in the baseline year 2019, when the monitoring system was not yet implemented. In addition to the fuel consumption monitoring system, the GHG emissions of TS Laevad also decreased in 2024 due to the use of electricity from renewable sources. As a result, GHG emissions per regular trip were 4% lower than in 2023. 7 EEOI = FC * CF / D *m, where FC is fuel consumption in tonnes, CF is the conversion factor for diesel fuel used, D is the distance travelled in miles, m is the quantity of cargo (m=1)
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 25 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Reception of ship-generated waste Ecological footprint indicators Indicator Indicator Target level for 2030 Baseline year 2019 2023 2024 Share of ship-generated waste recycled in the circular economy 70% 54% 49% 55% Share of port calls by cruise ships that disposed of sewage at Old City Harbour 100% 81% 84% 74% Number of pollution incidents in harbour basins 0 9 5 9 Benthic biodiversity indicator for Muuga Bay (compared with the reference site) 100% 100% 100% 97% Benthic biodiversity indicator for Tallinn Bay (compared with the reference site) 100% 100% 100% 100% 3.2 Clean Baltic Sea and circular economy Our long-term goals in this priority area are to recycle 70% of waste in the circular economy, to minimise the risks and hazards of marine pollution and to conserve biodiversity in the coastal areas where the Group operates. We monitor our progress towards these goals using the indicators presented below. Tallinna Sadam works hard to minimise the ecological footprint of its operations. Our harbours have sufficient capacity to receive bilge water, oily sludge, sewage, garbage and scrubber waste from all vessels calling. In 2024, the number of cruise ship and ferry calls was similar to 2023 and therefore the amounts of ship-generated waste received were also similar to 2023. According to unaudited data, 55% of the ship-generated waste received in 2024 was handed over for recycling (2023: 49%). The amount of waste recycled depends on the type of waste received and the recycling capacity of the final waste handlers. The proportion of waste sent to landfill is minimal: based on unaudited data, 98% of the waste received in 2024 was recycled (incinerated) or recovered (2023: 98%). Tallinna Sadam is helping keep the Baltic Sea clean by preventing sewage from ships from being discharged into the sea. At Old City Harbour, we have built a sewage pipeline for cruise ship quays and frequently used ferry quays, as well as a micro-tunnel with a sewage capacity of 1,200 m 3 per hour. Three quays at Muuga Harbour have been provided with a sewage pipeline with a capacity of up to 40 m 3 per hour. Thanks to these investments, ferries and cruise ships calling at Old City Harbour and ro-pax vessels calling at Muuga Harbour can dispose of unlimited amounts of sewage at no extra cost. Scrubber waste Sewage Hazardous waste Bilge water and oily sludge Garbage 250 200 150 100 50 0 2020 2021 2022 2023 2024 thousand m 3 12 18 63 87 17 14 175 15 24 130 24 11 131 25 11
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 26 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In 2024, ferries and cruise ships discharged approximately 123 thousand m³ of sewage into the Old City Harbour collection system (2023: 121 thousand m³). Many cruise ships are equipped with IMO-compliant sewage treatment plants that effectively remove phosphorus and nitrogen, the main causes of eutrophication in the Baltic Sea. As a result, the share of cruise ships discharging sewage decreased to 74% in 2024 (2023: 84%). The share of ferries is not relevant as their frequent timetables and generally short call times limit the possibilities for sewage discharge. In 2024, we continued to contribute to the circular economy by collecting waste separately in our offices and passenger terminals and on board the ferries of TS Laevad. Because of the potential impact of port operations, we monitor marine biodiversity. The long- term goal is that the number of species in the benthic community near Old City Harbour (Tallinn Bay) and Muuga Harbour should not differ from the average values for the reference site (Kakumäe Bay). This is a good indicator of the impact of port operations on marine ecosystems because the number of species in the benthic community directly reflects changes in water transparency, eutrophication intensity, dredging volume and pollutant load. We use the benthic biodiversity data for Muuga and Tallinn Bays obtained from the national environmental monitoring (conducted annually by the Estonian Marine Institute and the Environment Agency of the Ministry of the Environment). According to the 2024 data, the state of the sea around Muuga Harbour is 97% (2023: 100%) and around Old City Harbour continues to be the same as at the reference station (indicator 100%). Recycling of ship-generated waste Volume of sewage received from cruise ships and ferries at Old City Harbour Sewage from cruise ships Sewage from international route ferries Sewage from international route ferries 200 180 160 140 120 100 80 60 40 20 0 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0 thousand m 3 2020 2021 2022 2023 2024 83% 47 10 94% 39 38 67 98 34 87 24 98 80% 84% 74% Recycling Incineration Land filling 2020 2021 2022 2023 2024 113 81 77 70 5,000 4,000 3,000 2,000 1,000 0 tonnes 721 1,226 1,681 1,381 2,020 1,939 1,882 1,882 360 1,789 2,258
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 27 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 3.3 Clean air Our long-term goals in this priority area are to achieve climate neutrality and zero emissions from ships calling at our harbours by 2050. We monitor our progress towards these goals using the indicators presented above. In addressing potential air pollution from our operations, we focus on monitoring the CO 2 emissions from GHG emission sources, odour problems resulting from cargo handling at oil terminals, air pollution from ships and the differentiation of port dues based on ships’ investments in reducing air pollution. To improve air quality, we have launched numerous projects and implemented innovative solutions in several areas. 8 GHG — greenhouse gases CO 2 , N 2 O and CH 4 converted into CO 2 equivalent 9 The volume of GHG emissions for 2023 (previously: 23,874) has been updated to account for the updated electricity consumption. 10 The emission factors used to calculate the CO 2 equivalents for 2023 were updated in 2024 and therefore the indicator for 2023 (previously: 84%) was also updated. Indicators of ambient air quality Indicator Target level for 2030 Baseline year 2019 2023 2024 GHG 8 emissions (tonnes of CO 2 equivalent) 2050=0; (–55% 2030) 33,086 23,839 9 21,656 CO 2 emissions of TS Laevad per trip (%; 2019=100%) 26% 100% 83% 10 80% Share of vessel calls with ESI discounts (%) 50% 18% 35% 38% Time during which ferries and cruise ships use onshore power supply as a percentage of total call time at Old City Harbour (%) 50% 0% 52% 63% Share of cargo harbours’ ro-ro units (%) 50% 29% 34% 36% 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Heat consumption Movable equipment Vessels owned by Tallinna Sadam Electricity consumption 2020 2021 2022 2023 2024 tonnes CO 2 ekv 18,783 7,519 20,713 18,877 21,090 20,347 GHG emissions of Tallinna Sadam 27,819 23,847 21,633 23,839 21,656
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 28 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 24% Electricity consumption 56% Marine traffic 13% Movable equipment 7% Heat consumption 72,277 tonnes CO 2 ekv 2023 total GHG emission (incl. operators, tenants, marine traffic) 11 The values for 2023 have been updated to account for the adjustment of the source data and the change in the emission factor in summer 2024. Each summer, the Stockholm Environmental Institute publishes the actual emission factors for the previous year. The factors with the strongest direct impact on Tallinna Sadam’s GHG emissions (scopes 1–2) are fuel (for ferries), electricity and heat consumption and the choice of means of transport. Therefore, energy efficiency and a wider use of renewable energy sources are key to reducing our GHG emissions. More than half of the total GHG emissions (scopes 1–3) are from ships calling at our harbours, which we can only indirectly influence by providing and promoting sustainable port services. In 2023, all GHG emissions from Tallinna Sadam’s operations, including emissions from operators, tenants and port calls (scopes 1–3) were 72,277 tonnes of CO 2 equivalent, a decrease of 42% compared to the baseline year 2019 (2022: 83,163 tonnes of CO 2 equivalent), mainly due to the cessation of operations at Paljassaare Harbour in 2022 and an increase in the use of electricity generated from renewable sources. Emissions related to ship calls also decreased as the number of tanker calls declined and a tanker that had been in port for a long time departed. Tallinna Sadam’s own direct and indirect GHG emissions (scopes 1 and 2) totalled 21,656 tonnes of CO 2 equivalent in 2024 (2023: 23,839 tonnes of CO 2 equivalent), 69% of which was attributable to the operation of ferry traffic between Estonia’s mainland and two largest islands. In 2024, the Group’s CO 2 emissions decreased by around 9% compared to a year earlier (35% compared to the baseline year 2019). The reduction in emissions was mainly due to the lower fuel consumption of the icebreaker Botnica in connection with ship repairs, but also due to the switch of TS Laevad to renewable electricity and lower fuel consumption of the ferries, achieved through the energy efficiency measures taken by TS Laevad. Although the number of trips made by the ferries of TS Laevad increased by 1% compared to 2023, CO 2 emissions per trip were 4% lower than in 2023 and 20% lower than in 2019. We have been measuring the GHG emissions associated with our activities since 2019. The emissions are divided into the following scopes based on the ownership or control of the emission source: Scope 1 — Direct emissions from sources owned or controlled by Tallinna Sadam (ships, motor vehicles, other equipment and boiler plants owned by Tallinna Sadam). Scope 2 — Indirect emissions from energy purchased and used by Tallinna Sadam (electricity and heat purchased for the buildings and infrastructure owned by Tallinna Sadam). Scope 3 — All other indirect emissions (from tenants, operators, ships calling at the harbours, traffic and ro-ro cargo passing through the harbours, cargo handling equipment, rail traffic). For further information on the GHG accounting methodology and related reduction measures, please visit the Environment section of our website.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 3. Environment 29 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 12 ESI is based on the emissions of nitrogen compounds (NO x ), sulphur compounds (SO x ), particulate matter (PM) and carbon dioxide. It also takes into account whether the ship is connected to the onshore electricity network and uses onshore electricity while in port. See https://www.environmentalshipindex.org In 2024, we continued the cooperation projects for the creation of a green corridor between Estonia and Finland (FIN-EST Green Corridor). The project partners are the cities of Tallinn and Helsinki, the Estonian Ministry of Climate, Tallinna Sadam, the Port of Helsinki and the ferry operators Tallink, Viking Line and Eckerö Line. The aim of the projects is to ensure that passenger and freight transport on the sea routes between Estonia and Finland, as well as port connections and services in the cities of Tallinn and Helsinki, will become environmentally sustainable and climate neutral. The cooperation agreement is an important step that shows that the green corridor is important for ports, ferry operators, cities and countries alike, and that the parties are willing to invest and work together towards the common goal of reducing the environmental footprint of one of Europe’s busiest sea routes. To reduce the traffic load at Old City Harbour and to lower the noise level and improve the air quality in the area, more and more heavy and other vehicles are being diverted from Old City Harbour to Muuga Harbour and Paldiski South Harbour. On the Paldiski–Kapellskär and the Muuga– Vuosaari routes, vehicles are served by ro-pax vessels. Both Old City Harbour and Muuga Harbour use double ramps, which significantly increase the speed at which vehicles can be loaded and unloaded. Faster loading and unloading also reduces emissions (including CO 2 ) from road traffic. Paldiski South Harbour and Muuga Harbour account for 36% (2023: 34%) of the total number of ro-ro units handled by the harbours of Tallinna Sadam. What have we done for cleaner air? In connection with the sanctions imposed on Russian and Belarusian goods and the significant decrease in the transit of liquid fuels and petroleum products through Muuga Harbour, air monitoring at the stationary monitoring stations was suspended from 2024 in agreement with the Environmental Board. The necessary monitoring of air pollution in 2024 was carried out using electronic odour sensors, i.e. a network of electronic noses (eNoses). The eNoses have been installed in the area of Muuga Harbour to control odours. The system enables us to quickly identify the location and source of odour nuisance and to start solving the problem without delay. In 2024, there were no recorded exceedances of air pollution concentrations and the harbour received no complaints. The above activities are carried out in cooperation with the oil operators at Muuga Harbour. We grant a discount on port dues to environmentally friendly ships based on the Environmen- tal Ship Index (ESI) 12 . In 2024, we granted ESI-based discounts to a total of 2,707 ship calls, representing 38% (2023: 35%) of all ship calls. We also provide shore power and auto mooring for ferries at Old City Harbour. At Muuga Harbour, Paldiski South Harbour and Old City Harbour, we have developed the Smart Port traffic management system, which simplifies and speeds up the movement of vehicles to the vessel. We use the Blueflow energy management system to optimise the fuel consumption of ferries, and the ferry Tõll, which is equipped with hybrid technology, runs partly on electricity. For further information on our environmental solutions, please visit the Tallinna Sadam website.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 4. Our People 30 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Tallinna Sadam has almost 450 employees. The Group’s average number of employees in 2024 was 438 (2023: 461). The company’s sustainable development is supported by its diverse, experienced and competent workforce. The average employee remuneration grew by 3.6% in 2024, mainly due to the wage increase resulting from the collective agreement between the subsidiary TS Laevad and the Estonian Seamen’s Independent Union, new positions and the forecast payment of higher performance-related remuneration based on the results for 2024. 4 Our People 4.1 Employees Number of employees and personnel expenses Weighted average number of employees 600 500 400 300 200 100 0 60,000 50,000 40,000 30,000 20,000 10,000 0 2020 2021 2022 2023 2024 Personnel expenses number of employees thousand EUR 465 469 23,165 468 461 438 25,147 25,722 19,491 20,920 Workforce by age at 31 December 2024 < 30 30–39 40–49 50–59 60–69 ≥ 70 125 100 75 50 25 0 Women Men 16 58 31 61 87 31 24 86 16 15 6 The average length of employee service at Tallinna Sadam is 9.5 years. It is longest in port operations (15.8 years) and shortest at our more recently established subsidiary TS Laevad (5.8 years). The gender imbalance is attributable to the nature of our main business lines: port operations and shipping. The jobs of crew members, dockers and repairers attract more men than women. Of the 14 members of Tallinna Sadam’s extended management team and the managers of its subsidiaries, 4 are women, i.e. 29% of senior management positions are held by women (2023: 33%). The target is to increase the proportion of women in senior management
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 4. Our People 31 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 13 Disclosure under GRI (Global Reporting Initiative) Sustainability Reporting Standard GRI 405: Diversity and Equal Opportunity Workforce by gender at 31 December 2024 25% Women 75% Men 438 employees to 45% by 2030. The gender pay gap 13 , i.e. the ratio of women’s average hourly salary to men’s average hourly salary, was 70% in 2024 (2023: 83%). The proportion of female staff in the company is low, but most of them work as senior professionals or managers in higher-paid positions. At the end of 2024, 14% of our employees were up to 35 years old (2023: 16.5%). Our long- term sustainable development goal is to raise this indicator to 25% by 2030 in order to improve our competitiveness and innovative thinking. We help ensure the availability of future talent by collaborating with the Estonian Maritime Academy on internships and research through a cooperation agreement signed in 2019. In 2024, we offered internships to 17 students from the Estonian Maritime Academy. In addition, nine young people from the Estonian Nautical School, the Tallinn Industrial Education Centre and other schools received practical training at Tallinna Sadam.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 4. Our People 32 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 4.2 Human resource strategy The current focus areas of our human resource strategy are team spirit and collaboration, employee development and health, smart work processes and effective work arrangements, and innovation. The goal of our human resource strategy is to have highly engaged people in the right roles. The key performance indicators are the employee engagement index and voluntary employee turnover. We also monitor our reputation as an employer and participate in the employer reputation survey conducted by the market research company Kantar Emor. We measure employee engagement through annual engagement surveys. Our employee engagement index is measured on a 7-point scale. In 2024, 76% of employees participated in the survey and the engagement index was 5.7 (2023: 6.0). Voluntary employee turnover in 2024 was 8.5% (2023: 6.1%). The target is to keep it below or at 9%. According to Kantar Emor’s annual employer reputation survey, Tallinna Sadam was the 8th (2023: 8th) most preferred employer in the target group of salaried employees. We recognise the efforts and strong performance of our people with the Star of the Quarter title, which is awarded quarterly by management to employees who have stood out for their hard work, representing our values or showing initiative. In addition, at the end of the year the whole team can vote for Employees of the Year, i.e. the people who have best represented the values of Tallinna Sadam. Tallinna Sadam supports the professional development and physical and mental health of its employees. In recent years, we have prioritised the development of digital skills and the improvement of management and leadership quality in line with our management principles. Since 2022, we have organised a series of Port Academy seminars where leading experts speak about the trends and developments in business, information technology, energy and other relevant areas. We organise an orientation day for new employees around 3 times a year to ensure that our new colleagues know our goals, business lines and management structure. We help our team stay healthy by covering employees’ sports and fitness expenses up to an agreed limit and giving them an extra week off in the winter. We hold an annual health month where we invite interesting speakers to talk about health, and organise other activities to raise health awareness or introduce new ways to stay healthy. We offer mental health counselling to employees in cooperation with specialists from our medical partner Meliva AS. A number of large and small events and team activities were held in 2024 to promote team spirit and healthy lifestyles. We maintain a common information space by organising regular staff days, which take place both on site and online. At these events, we provide an overview of the company’s performance and major projects, and discuss developments in the business environment. Our managers and specialists also meet at our annual strategy day. In order to achieve our common goals, we have implemented a performance management system that ensures that the company’s strategic goals are communicated to each team and team member. Our approach to goal setting is that expected results must be measurable and clearly agreed. We have implemented the PlanPro planning and risk management soſtware, which helps improve the quality of goal setting: employee goals are visible to everyone and directly linked to those of the company. Our employees are eligible for annual or quarterly performance-related bonuses based on the achievement of the agreed results. When recruiting or promoting employees, we consider their values, experience and competence and do not discriminate on the basis of gender, age, ethnicity or other factors. There were no reported incidents of discrimination at Tallinna Sadam in 2024 or in the previous year.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 4. Our People 33 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 4.3 Occupational safety Occupational safety is one of our top priorities. Office staff make up 40% of our workforce and the main risks in their working environment are related to forced static postures and the use of computers. The remaining 60% of our employees are involved in high-risk activities, such as working at heights or at night, working with fire, using dangerous equipment (e.g. landing bridges, ramps) and operating equipment on board ferries, on quays and in passenger terminals. We continuously analyse work environment risks and improve working conditions, taking into account employees’ suggestions for modernising their workplace. We refer employees for regular health checks, ensure that they are aware of work environment risks and protective measures, provide personal protective and special equipment and promote healthy lifestyles. Any damage to an employee’s health that occurs during the performance of work-related duties is considered a work-related accident. In 2024, we recorded one occupational accident in which a worker stepped on a crane rail and broke his right ankle. We provide regular safety training for new and existing employees, taking into account the risks in their area of work. In 2024, we set up a new e-learning environment to provide guidance to employees and conduct safety tests.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 5. Giving Back to Society 34 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Cruise Baltic European Maritime Information Sharing and Analysis Centre EM-ISAC, cyber security Cruise Europe EcoPorts An environmental initiative of the European ports sector Estonian Logistics and Ports Union The Estonian Employers’ Confederation Baltic Ports Organization (BPO) Paldiski Association of Entrepreneurs Estonian Association for Environmental Management Rail Baltica Business Network Estonia Green Tiger An organization focusing on environmental issues of the Estonian society Estonian Maritime Cluster Estonian Shipowners' Association Other organisations in which we participate can be found on our website. Hydrogen Valley Estonia Key organisations related to our core business include: 5 Giving Back to Society 5.1 Participation in organisations
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 5. Giving Back to Society 35 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 5.2 Cooperation for sustainable development and volunteering In conducting our business and planning for the future, we are committed to raising awareness of sustainable development principles, sharing our knowledge and engaging with stakeholders on issues related to the impact of our operations on society. As a port authority operating in six municipalities, we have a responsibility to the local communities. We also work with stakeholders in international organisations and participate in working groups aimed at improving the competitiveness of the maritime and logistics industries in our region. In October 2024, the steering committee of the FIN-EST Green Corridor took an important step towards promoting climate-neutral maritime transport in the Gulf of Finland by approving a list of 19 joint projects. The projects include, for example, research into the use of green fuels and carbon capture, the development of zero-emission infrastructure in ports, improving waste management to increase recycling by providing better sorting facilities for both ship and passenger-generated waste, and promoting cycling tourism by making cycling routes from cities to ships and vice versa more convenient. In the Green Tiger project, we are working with various Estonian companies to raise awareness of green changes and move towards a balanced economic model. In 2024, a Transport Roadmap, prepared under the supervision of Tallinna Sadam, was published to provide guidance to both the government and the transport sector on viable ways to implement the green transition in the transport sector, covering both passenger and cargo transport in all four modes: road, rail, sea and air. TALL SHIP RACES 2024
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 5. Giving Back to Society 36 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Cruise Baltic, the organisation that connects cruise ports and destinations in the Baltic Sea, carried out several marketing activities in 2024 to create opportunities for sustainable travel, serve cruise ships and cruise passengers, and restore travel volumes to pre-crisis levels. In March 2024, cruise line executives visited Saaremaa. In 2024, the work of Cruise Europe, the organisation that brings together Europe’s cruise ports, focused on the Baltic Sea region as the cruise region most affected by the crisis. Following the Cruise Europe annual meeting and conference in Stockholm, cruise line executives visited Tallinn. We actively contribute to national defence by participating in various civil protection projects, crisis committees and organising crisis management exercises. Our harbours are used by NATO vessels during joint exercises and missions. In September, the MarineHack event organised by the Estonian Maritime Academy of TalTech and Tallinna Sadam brought together students, scientists and experts. The 12-hour hackathon focused on the Fin-Est Green Corridor, i.e. the promotion of climate-neutral and sustainable solutions in maritime transport between Estonia and Finland. The challenges of the hackathon focused on the use of light transport vehicles in the port, improving waste sorting, creating data exchange systems for companies using the port, as well as measuring air quality and increasing the durability of quay materials. The winning team proposed an innovative solution for the construction of port facilities using recycled polymer composite sheet piling instead of steel. The runner-up solution was a hyperspectral camera for real-time air quality monitoring, enabling the tracking and forecasting of port emissions. The Maritime Academy recognised Tallinna Sadam as a Friend of the Maritime Academy 2024. We also collaborate with other research institutions in Estonia and abroad to develop digital solutions and analyse innovative engineering options. We introduce students to Tallinna Sadam and offer internship opportunities, and our employees volunteer as lecturers in their areas of expertise. We continue to implement Masterplan 2030+, the development plan for Old City Harbour, to transform the harbour area into a modern, attractive and vibrant urban centre with high quality public spaces. A good example of this is Old City Harbour's modern multi-functional cruise terminal and promenade, which opens up the seafront to local people and creates new leisure, tourism and business opportunities. In 2024, the cruise terminal hosted 75 different events. NAVY EXERCISE
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 5. Giving Back to Society 37 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In 2024, we hosted the Tall Ship Races, the world’s largest sailing regatta, at Old City Harbour. Old City Harbour was filled with large and majestic sailing ships, offering visitors a unique opportunity to experience maritime traditions. The event attracted thousands of visitors to Tallinn and provided a significant boost to the city’s tourism economy. Tallinn received the prestigious award of Host Port of the Year 2024 from Sail Training International. The Ministry of Climate named the Tall Ship Races Maritime Event of the Year, recognising the organisers for bringing the international regatta to Estonia and promoting interest in maritime activities. The Estonian Blind Union awarded the event the title of Achievement of the Year 2024 for its accessibility to people with special needs, including the visually impaired. In addition, the ICESWIM 2024 winter swimming festival and the Jazzkaar urban space jazz project events were held. In cooperation with the Blood Centre of the North Estonia Medical Centre, we organised the traditional Donor Day, where our employees and those of our business partners, as well as other volunteers, could donate blood. As part of World Cleanup Day, volunteers from Tallinna Sadam, together with members of the Estonian Diving Club, cleaned the Admiralty Basin of marine debris. Car tyres, chairs, shopping trolleys and more were pulled out of the water and taken away. Tallinna Sadam’s mixed choir (consisting of our current and former employees and partners) shared the joy of Christmas with the residents of Nõmme social housing as part of the Let’s Donate Time initiative. The choir performed, there was a sing-along with the residents and people chatted around a table with snacks. TS Laevad works with tourism associations, local authorities and businesses on the islands of Hiiumaa and Saaremaa to promote local life. VOLUNTEERS OF WORLD CLEANUP DAY WINTER SWIMMING FESTIVAL ICESWIM 2024 AT OLD CITY HARBOUR
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 38 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.1 Key performance indicators 14 Figure Unit 2024 2023 Change % Revenue EUR ‘000 119,587 116,646 2,942 2.5% Operating profit EUR ‘000 29,148 24,630 4,518 18.3% Adjusted EBITDA 15 EUR ‘000 53,134 49,170 3,963 8.1% Depreciation, amortisation and impairment EUR ‘000 –24,833 –25,389 557 –2.2% Income tax EUR ‘000 –3,125 –2,985 –140 4.7% Profit for the period EUR ‘000 19,153 15,882 3,271 20.6% Investment EUR ‘000 38,831 20,727 18,104 87.3% Number of employees (average) 438 461 –23 –5.0% Cargo volume t ‘000 13,134 12,586 548 4.4% Number of passengers ‘000 8,201 7,918 283 3.6% Number of vessel calls 7,127 7,026 101 1.4% Total assets at period-end EUR ‘000 629,861 606,164 23,697 3.9% Net debt at period-end EUR ‘000 167,622 143,664 23,958 16.7% Equity at period-end EUR ‘000 377,613 377,659 –46 0.0% Number of shares at period-end ‘000 263,000 263,000 0 0.0% Operating profit/revenue 24.4% 21.1% Adjusted EBITDA/revenue 44.4% 42.2% Profit for the period/revenue 16.0% 13.6% EPS: Profit for the period/weighted average number of shares EUR 0.07 0.06 0.01 20.6% Equity/number of shares EUR 1.44 1.44 0.00 0.0% Profit for the period/total assets 3.0% 2.6% 0.4% Profit for the period/equity 5.1% 4.2% 0.9% Share price at period-end 1.056 1.128 –0.072 –6.4% P/E: Share price/earnings per share 14.5 18.7 –4.2 –22.4% 6 Business Review 14 The ratios and changes presented in the table may contain rounding differences. 15 Adjusted EBITDA = profit before finance income and costs, income tax expense and depreciation, amortisation and impairment, adjusted for amortisation of government grants related to assets.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 39 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.2 Economic environment According to the IMF’s October forecast 16 , global economic growth in 2024 was 3.2% and is expected to remain weak but stable in the coming years. In the January 2025 update, growth is projected at 3.3% both in 2025 and 2026, below the historical (2000–2019) average of 3.7%. According to the October forecast, global inflation declined from 6.7% in 2023 to 5.8% in 2024 and is expected to decrease further, to 4.3% in 2025. Political uncertainty worldwide remains high. Sudden spikes in financial market volatility can tighten financial conditions and impact investment and growth. The process of disinflation could be disrupted by renewed commodity price increases amid persistent geopolitical tensions, potentially preventing central banks from easing monetary policy. Following the reopening of economies in 2022, economic growth in developing countries slowed significantly in 2023 and is projected to hover between 1.7% and 1.8% until 2029. The October forecast revised US economic growth to 2.8%, an increase of 0.2 percentage points compared to the July forecast, mainly due to higher consumption and non-residential investment. Euro area economic growth reached its lowest point in 2023 and GDP growth is expected to accelerate to 0.8% in 2024 on the back of improved export performance. Growth is projected to reach 1% in 2025 and 1.4% in 2026, supported by stronger domestic demand as financial conditions ease and confidence improves. According to Eesti Pank, the central bank of Estonia, the Estonian economy has remained at the same level for several consecutive quarters, showing neither deterioration nor improvement. However, there have been changes in some sectors, indicating that the economic situation may be starting to improve. For example, export volumes have returned to growth. Price increases for consumers are expected to accelerate to 4.3% due to the increase in the VAT rate. According to the European Commission’s Economic Forecast, headline inflation in the euro area is set to more than halve in 2024, from 5.4% in 2023 to 2.4%, and to continue declining in subsequent years. The December Eurosystem staff projections forecast euro area inflation to moderate to an average of 2.1% in 2025 and remain close to 1.9% in 2026. At the beginning of 2024, VAT and excise duties increased in Estonia. According to Statistics Estonia, the consumer price index rose by 3.5% in 2024 compared with the average for 2023. The main drivers of the consumer price index were increases in the prices of food and non- alcoholic beverages, which accounted for 23.7% of the total rise. At the same time, petrol and diesel fuel became 2.7% and 4.4% cheaper, respectively. The main categories for which the consumer price index has risen compared with the previous year include communication services (8.5%), healthcare (8.1%), and education and childcare (7.5%). According to Eesti Pank, electricity prices have placed an additional burden on the Estonian economy, as our price level remains significantly higher than in the Nordic countries. In anticipation of the motor vehicle tax, vehicle market activity has picked up, but there are no signs of rising vehicle prices. According to the European Commission’s forecast, private consumption is expected to be subdued in 2025 as the forthcoming tax hikes over the next two years will reduce the purchasing power of consumers. In addition, the unemployment rate in Estonia rose to 7.8% in August 2024, and employment expectations are becoming more negative. According to Eesti Pank, the slowdown in wage growth will continue in 2025, as wage increases in the government sector will be slower and the rise in the minimum wage will be more modest than in previous years. The increase in average gross wages will also be affected by the higher income tax rate taking effect in 2025 and an additional tax — the national defence tax — coming into force in 2026. The unemployment rate stood at 7.4% in the third and fourth quarter of 2024, down by 0.2 percentage points compared to the second quarter. Registered unemployment also followed a downward trend throughout 2024. 17 Tallinna Sadam’s financial performance has been positively influenced by continued growth in the passenger business, where the biggest change has been in the number of visitors travelling on the ferries operating between Tallinn and Helsinki. In addition, there has been a turnaround in the cargo business and cargo throughput has started to increase, with the largest increase in tonnes compared to 2023 in dry bulk. 16 IMF World Economic Outlook Update, January 2025, IMF World Economic Outlook, October 2024. 17 Eesti Pank Estonian Economy and Monetary Policy, Statistics Estonia, European Commission’s Economic Forecast and the press release on the Autumn 2024 Economic Forecast.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 40 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.3 Effects of the Russia-Ukraine war and main economic risks Russia’s war against Ukraine and the resulting sanctions against Russia have mainly affected the Group’s cargo business. The decline in liquid bulk has been the most severe. Liquid bulk operators are working to replace sanctioned cargoes with alternative ones. All of the Group’s customers that are cargo operators are companies registered in the European Union and the accounts with them are settled in euros. Tallinna Sadam is working with its partners, the Financial Intelligence Unit and other government agencies to comply with the sanctions imposed by the European Union and to apply the sanctions responsibly to both cargo and customers. In addition to the cargo business, the war has affected cruise ship calls, mainly due to the dis- appearance of St Petersburg as a major destination on the Baltic Sea cruise port map. However, the number of cruise ship calls is increasing and we are working with other Baltic Sea ports to market the Baltic Sea region. As far as the general economic environment is concerned, the company is most influenced by the pace of recovery of economic growth both in Estonia and in the countries of its main trading partners. Economic recovery will lead to an increase in trade, consumer confidence and travel, which will be reflected in the Group’s business volumes. Both the Finnish and Swedish economies are expected to grow in the coming years. However, global economic uncertainty has increased and rising protectionism poses risks for the future of the European economy. In addition, the Nordic countries are closely linked to the German economy, where a number of obstacles to growth have been identified. Increasing the use of vacant space in industrial parks in the Group’s harbours depends to a large extent on whether foreign investors decide to invest in Estonia. The ongoing war in Ukraine and Russia’s actions may lead to the postponement or cancellation of investments. The price of energy and the availability of electricity from renewable sources are also key factors for investments in energy-intensive manufacturing. The relatively high price of electricity and the limited availability of green energy can be a barrier to positive investment decisions, which in turn can affect both the rate of occupancy of land in industrial parks and the volume of cargo transported through ports.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 41 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Other Mariehamn Turku Tallinn Stockholm Helsinki Tallinna Sadam market share 2020 2021 2022 2023 2024 40 30 20 10 0 40% 30% 20% 10% 0 millions of passengers Number of passengers in the eastern ports of the Baltic Sea * 6.4 Overview of the market: passengers The Baltic Sea is one of the busiest inland seas in the world in terms of shipping traffic. Almost 85 million people live in its catchment area and shipping is one of the main means of transport for tourists in the region. It is estimated that 30–40 million passengers a year use ships to travel across the eastern part of the Baltic Sea, making the international ferry traffic in the area the busiest in the Baltic Sea region. In terms of passenger numbers, Tallinn is the second largest passenger port in the area aſter Helsinki, with Stockholm ranking third. The largest ferries in the Baltic Sea, mostly designed for passenger transport, also operate between these ports. Compared to other areas around the Baltic Sea, the high level of traffic between Estonia, Finland and Sweden is supported by the factors that the distance between the destination ports is optimal for ferry traffic and that most of the traffic is between the countries’ capitals, which are all located on the coast. * Excluding ports where most of the number of passengers results from short trips (lasting around 1 hour). 15.7 15.3 4.8 28% 23% 3.6 4.3 3.5 4.7 3.7 28.7 29.6 29.8 8.1 9.1 9.5 7.9 7.4 7.2 7.0 7.9 8.2 24% 27% 28%
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 42 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In 2024, ferry traffic continued to recover from the post-pandemic period, but while the number of passengers travelling across the Baltic Sea is increasing, passenger numbers at ports are still at 65-75% of the pre-pandemic levels. Overall, the number of passengers in the major ports in the eastern part of the Baltic Sea increased by 0.3 million (+1%) to 29.8 million in 2024. The largest increases were in the ports of Helsinki and Tallinn, while the largest decreases were in the ports of Turku and Stockholm. Worldwide cruise tourism has recovered from the pandemic and global cruise passenger numbers are above pre-pandemic levels. Although the passenger load factor of cruise ships visiting the Baltic Sea also improved in 2024, passenger numbers in this part of the world have not yet recovered to pre-pandemic levels. Cruise lines remain cautious about booking port calls in advance, as the Baltic Sea region continues to be affected by Russia’s war against Ukraine, which has resulted in St Petersburg disappearing from the map of the Baltic Sea cruise ports. As a result, the interest of cruise passengers from more distant markets in the Baltic Sea as a region bordering Russia is still low. Due to the loss of St Petersburg, cruise lines are seeking other attractive destinations and ports are extending the cruise season to be appealing destinations. In Europe, the recovery of cruise tourism is also affected by the strict environmental regulations imposed by the European Union, which make cruising in the Baltic Sea more expensive than in other cruise regions. Largest cruise ports on the Baltic Sea 2020 2021 2023 2022 2024 1,200 1,000 800 600 400 200 0 thousands of cruise passengers KIEL COPENHAGEN ROSTOCK STOCKHOLM VISBY TALLINN HELSINKI
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 43 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.5 Overview of the market: cargo The overview of the cargo market on the eastern coast of the Baltic Sea covers the largest ports of Poland, Lithuania, Latvia and Estonia, as well as the major Finnish ports on the Gulf of Finland, which we consider to be the market players in the region and our main competitors. In 2024, the total cargo turnover of ports in the region was 259.4 million tonnes, a decrease of 13.7 million tonnes (–5.0%) compared to 2023. In terms of cargo types, only general cargo grew (+4.4 million tonnes, +4.2%). All categories of general cargo recorded volume growth, with the sharpest increase in ro-ro cargo (+1.6 million tonnes, +4.5%) and containers (+1.6 million tonnes, +3.0%). A steep decline in dry bulk (–14.2 million tonnes, –19.1%) was mostly caused by a fall in the volume of coal (–11.8 million tonnes, –53%) in the Polish and Latvian ports. Liquid bulk decreased by 3.9 million tonnes (–4.2%), with the sharpest decreases in the ports of Sköldvik and Klaipėda. In terms of ports, the largest growth in cargo throughput was recorded by the port of Klaipėda (+2.6 million tonnes, +6.3%) and port of Tallinn (+0.5 million tonnes, +4.4%). Klaipėda’s growth was mainly driven by imports of building materials, due to active road and rail construction. The growth in Tallinn was mainly due to increased volumes of dry bulk and container cargo. The largest decreases were in the port of Sköldvik (–4.2 million tonnes, –17.8%), due to a decline in the volume of oil and petroleum products, and in the Polish ports of Gdansk (–3.6 million tonnes, –4.4%) and Gdynia (–2.5 million tonnes, –8.5%) as Poland imposed import restrictions on coal to support the Polish mining sector. Cargo volume of the largest ports on the eastern coast of the Baltic Sea * * Excluding Russian ports from 2021 600 500 400 300 200 100 0 million tonnes 2020 2021 2022 2023 2024 519 221 148 79 40 31 85 79 53 41 17 274 40 19 56 79 94 288 35 18 53 75 92 273 General cargo Ro-ro Containers Dry bulk Liquid bulk 88 60 55 37 19 259
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 44 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The largest cargo ports on the eastern coast of the Baltic Sea were Gdansk (77.4 million tonnes, a 29.8% market share), Klaipėda (44.3 million tonnes, a 17.1% market share) and Gdynia (26.9 million tonnes, a 10.4% market share). Tallinn was in the eighth place, with a 5.1% market share (2023: 8th place with a 4.6% market share). Based on the adjusted data for 2023, the volume of cargo handled by Estonian ports decreased by 1.2 million tonnes (–5.3%) to 21.8 million tonnes. The market share of the harbours of Tallinna Sadam was 60.4% (adjusted 2023: 54.8%). Market share of the Estonian ports 60% Tallinn 12% Sillamäe 9% Pärnu 8% Kunda 11% Other Market share of the largest ports in the eastern part of the Baltic Sea 30% Gdansk 5% Hamina Kotka 17% Klaipeda Butinge 5% Helsinki 10% Gdynia 5% Tallinn 8% Sköldvik 3% Ventspils 7% Riga 3% Liepaja 7% Other
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 45 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.6 Operating results Tallinna Sadam’s operating results for 2024 were influenced by the recovery of our cargo and passenger businesses. The number of regular route passengers increased and the number of ferry calls was stable. The number of cruise ship calls also increased, but the ships were smaller, resulting in a decrease in the number of cruise passengers. In the cargo business, dry bulk, container and general cargo volumes grew significantly. Ro-ro cargo recorded a moderate growth but liquid bulk cargo volumes decreased. As revenue increased and operating and other expenses decreased, operating profit and adjusted EBITDA grew. Although interest rates started to decline, a higher loan burden increased interest expense and, as a result, net profit grew less than operating profit and adjusted EBITDA. Revenue grew by EUR 2.9 million (+2.5%) to EUR 119.6 million. Revenue growth was supported by all operating segments. Passenger fees revenue rose by 4% through growth in passenger numbers (+4%) and was not significantly affected by a decrease in the number of cruise passengers by more than 7%. Cargo charges revenue grew (+4%) through an increase in cargo volumes (+4%). Vessel dues revenue from cargo vessels also increased. Revenue growth was further supported by the provision of port services in the state-owned Pakrineeme Harbour and an increase in lease income due to indexation. In the provision of ferry service between Estonia’s mainland and two largest islands, the increase in ferry service revenue was driven by a higher number of trips (+0.9%) and the indexation of the fee rates. Lease income from ferries was positively affected by growth in the number of passengers and increased sales on retail premises. Expenses on services purchased, fuel costs, personnel expenses, depreciation and amortisation, and other operating expenses grew in line with revenue. As a result, operating profit remained at the same level as in 2023 but adjusted EBITDA grew less than revenue.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 46 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The number of charter days of the multifunctional icebreaker Botnica decrease by 10. Despite a lower utilisation rate, revenue grew because the projects’ charter fee rate per day was higher. Revenue growth would have been even higher, had a charter period not been cut short due to a technical failure. Compared to revenue, expenses grew less. The technical failure increased repair costs, but lease expenses, other operating expenses and fuel costs declined. The growth in revenue and other income and the decrease in other expenses exceeded the increase in operating expenses and, as a result, operating profit and adjusted EBITDA increased. Revenue grew in all segments, particularly in the Cargo harbours and Ferry segments. Adjusted EBITDA also grew in all four segments, with the strongest growth in the Cargo harbours segment. All revenue streams increased. The growth was largest in ferry service revenue and the sale of other services, lease income, passenger fees and charter fees. Revenues from cargo charges, vessel dues and electricity sales also increased. Expenses related to operating activities decreased by EUR 1.4 million (–1%), operating profit grew by EUR 4.5 million (+18%) and profit for the period increased by EUR 3.3 million (+21%). Added value created by the Group, i.e. the Group’s contribution to the Estonian economy, was EUR 79.7 million in 2024 (2023: EUR 75.2 million). The figure increas- ed through growth in both operating profit and personnel expenses, while depreciation, amortisation and impairment decreased. 18 Added value = operating profit + personnel expenses + depreciation, amortisation and impairment
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 47 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.6.1 Number of passengers In 2024, passenger numbers continued to recover. The number of passengers grew by 3.6%, rising to more than 8.2 million, which is around 77% of the level before the COVID-19 pandemic. Growth came from the main routes of Muuga–Vuosaari (+18%), Tallinn–Stockholm (+5%) and Tallinn–Helsinki (+3%). The number of cruise passengers decreased (–8%). The number of cruise ship calls was up (+9) and the average passenger load factor was higher, but the ships’ average capacity was smaller. Passengers travelling on the Tallinn–Helsinki route accounted for 88% of the total number of passengers last year (2023: 88%) and the number of passengers on this route increased by more than 0.2 million. Ferry operators kept their schedules busy — passenger numbers on the Tallinn–Stockholm route increased by 26 thousand and the number of ferry calls increased by 26%, supported by the introduction of Victoria I on the Tallinn–Stockholm route during the summer months from the regular Helsinki route. On the Tallinn–Helsinki route, however, the number of ferry calls decreased slightly (–2%) due to regular dry dock maintenance of the ferries. The number of vessel calls on the Muuga–Vuosaari route increased by 9%. The number of traditional cruise passengers decreased by 13 thousand to 152 thousand compared with a year earlier. Old City Harbour had 100 (2023: 90) and Saaremaa Harbour 7 (2023: 8) cruise ship calls. The number of passengers travelling on the Muuga–Vuosaari route (the Cargo harbours segment) grew significantly (+18%). It is the only route where passenger numbers have been growing for six years in a row. Number of passengers by route 10 9 8 7 6 5 4 3 2 1 0 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 2020 2021 2022 2023 2024 millions of passengers vessel calls Other Cruise Muuga-Vuosaari Tallinn-Stockholm Tallinn-Helsinki Ferry and cruise ship calls 7.0 4.3 3.5 5,672 7.9 8.2 5,727 5,629 5,679 5,451 6.2 3.0 4.0 7.0 7.2
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 48 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Ro-ro Containers General cargo Dry bulk Liquid bulk Cargo vessel calls 6.6.2 Cargo volume In 2024, cargo throughput at our harbours increased by 0.5 million tonnes (+4%) to 13.1 million tonnes, which shows a good recovery following the impacts of the sanctions imposed against Russia and the general economic downturn. The sharpest increases were in dry bulk (+0.4 million tonnes, +19%), containers (+0.2 million tonnes, +12%), ro-ro (+0.2 million tonnes, +3%) and general cargo (+0.1 million tonnes, +16%). Volumes decreased in liquid bulk (–0.3 million tonnes, –20%) and non-marine cargo (–2 thousand tonnes, –6%). Dry bulk volumes fell significantly aſter 2021, but in 2024 growth was recorded due to an increase in the volumes of barley (+102%), wood pellets (+27%), wheat (+14%) and peat (+18%). The volume of container cargo grew by roughly 0.2 million tonnes (+12%) (in TEUs 18 +18% to 262 thousand TEUs), due to a rise in the transport of full 40-foot containers. Aſter nine years of growth, ro-ro cargo decreased in 2023, but grew again in 2024. As a result, ro-ro is still the largest cargo type. In 2024, ro-ro cargo accounted for around 50% of total cargo throughput, 1 percentage point less than a year earlier. In the period 2017–2022, the annual share of liquid bulk cargo ranged from 29% to 43%, but in 2023 it dropped to 13% and in 2024 to 10%. Ro-ro cargo is mainly transported on the routes between Estonia and Finland (Tallinn–Helsinki, Muuga– Vuosaari) and most of it by ferries on the Helsinki route, which is why most of the ro-ro growth is reflected in the revenue of the Passenger harbours segment. General cargo grew by 0.1 million tonnes (+16%), driven by growth in the volume of steel products. Liquid bulk volumes fell by 20% due to the absence of liquefied petroleum gas (LPG) deliveries in 2024, while the transport of petrol and diesel fuel grew. In terms of transport directions, the biggest change was in export cargo, which grew by 0.5 million tonnes (+9%). Estonia’s import cargo volume increased by 53 thousand tonnes (+1%), but transit cargo flows decreased by 61 thousand tonnes (–6%). Exports accounted for 48%, imports for 44% and transit for 8% of our total cargo volume (2023: 45%, 46% and 9%, respectively). The share of transit fell by around 1 percentage point year on year. Cargo throughput at our harbours is not seasonal by nature. Typically, fluctuations in cargo volumes result from changes in market conditions (including changes in the world market prices of the cargo) and/or volatility in the volumes of project cargo. Last year, cargo volumes grew mainly in the second half of the year. In terms of quarters, the growth was fastest in the fourth quarter, +12% year on year, which accounted for about 65% of the total annual growth in cargo volumes. 19 TEU (Twenty-foot Equivalent Unit) – standard unit for counting containers and describing the capacities of container ships or terminals. One 20-foot container equals one TEU. Cargo volume by cargo type 25 20 15 10 5 0 2020 2021 2022 2023 2024 million tonnes 2,500 2,000 1,500 1,000 500 0 vessel calls 1,637 1,654 1,458 21.3 22.4 17.8 5.6 6.5 6.9 1.8 1.9 2.1 4.4 4.7 2.9 9.1 8.8 5.2 1,380 1,435 6.4 1.9 2.2 1.7 6.6 2.1 2.6 1.4 12.6 13.1
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 49 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). MPSV Botnica charter Ferry segment's operating volumes 6.6.3 Ferry service 6.6.4 Icebreaker Botnica TS Laevad provides domestic ferry service between Estonia’s mainland and two largest islands (Saaremaa and Hiiumaa) under a public transport contract with the state (expiry date of the contract: 30 September 2026). In 2024, following a successful tender, an additional seven-year contract was signed until 30 September 2033. The service is provided according to the schedule approved by the state with up to four ferries (during the summer peak periods with up to five ferries) at a time. Most of contract revenue is fixed but some fixed revenue components are adjusted for movements in certain price indices to reflect the changes in the cost of living. A minor part of contract revenue is variable, depending on the number of trips made. Variable revenue is also adjusted for movements in the price indices. Contract revenue comprises ticket sale revenue and public transport support received from the state to cover the difference between ticket sale revenue and the service revenue agreed in the contract. Thus, a potential ticket price adjustment by the state would not affect the revenue and profit of TS Laevad. In 2024, the ferries of TS Laevad made 23,179 trips, which is 0.9% more than a year earlier, serving 2.5 million passengers (+2%) and 1.2 million vehicles (+4%). Based on an agreement with the state (the customer of the ferry service), 420 additional trips (2023: 484) were made by a stand-by vessel to increase service capacity. We provide Estonian ports on the Gulf of Finland with icebreaking service from December to April under a contract with the state (expiry date of the contract: 20 April 2032). The contract pays a fixed fee for a season of 120 days, which is adjusted for changes in the consumer price index. Outside the icebreaking season, we charter the icebreaker Botnica out for different maritime support operations. The availability and profitability of such operations depends on the situation in the charter market for offshore support vessels. Outside the icebreaking season, Botnica participates in various charter projects. Since 2018, TS Shipping has had a charter contract with the Canadian company Baffinland Iron Mines Corporation (Baffinland) to escort PANAMAX freighters from an iron ore mine to Baffin Bay. In 2024, the parties extended the contract to 2028 and it includes the customer’s annual call options for the customer to charter the vessel for at least 60 days per year from September to December. In 2024, the charter period for the Baffinland project was shorter than usual as, unlike previous years, the customer did not need to extend the agreed charter period. From May 2024, Botnica was chartered to BP Exploration Operating Company Ltd to support work on the company’s normally unmanned installation Mungo, located in the North Sea. While working on the project, the icebreaker suffered a technical failure which shortened the planned duration of the project. The fault was rectified and Botnica started its charter project with Baffinland in northern Canada on time. Passengers Vehicles millions of passengers/vehicles 3.0 2.5 2.0 1.5 1.0 0.5 0 Trips 2020 2021 2022 2023 2024 ferry trips 30,000 25,000 20,000 15,000 10,000 5,000 0 2.0 1.0 2.2 1.1 2.3 1.1 1.1 2.4 1.2 2.5 20,118 21,518 22,842 22,972 23,179 300 240 180 120 60 0 100% 80% 60% 40% 20% 0 days 2020 2021 2022 2023 2024 Charter days Utilisation rate 249 267 249 68% 73% 68% 240 66% 221 60%
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 50 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Revenue Adjusted EBITDA Adjusted EBITDA margin 2020 2021 2022 2023 2024 150 120 90 60 30 0 EUR million 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0 107.4 58.4 110.1 54.0 121.7 55.8 116.6 49.2 119.6 53.1 54% 49% 46% 42% 44% Ferry service Charter fees (Botnica) Sales of other services Sales of electricity Operating lease income Passenger fees Cargo charges Vessel dues 150 120 90 60 30 0 2020 2021 2022 2023 2024 EUR million 33.6 10.2 7.1 13.4 10.3 7.5 37.2 121.7 Tallinna Sadam ended 2024 with consolidated revenue of EUR 119.6 million, EUR 2.9 million (+3%) up on a year earlier. Adjusted EBITDA grew by EUR 4.0 million (+8%) to EUR 53.1 million. As adjusted EBITDA increased more than revenue, the adjusted EBITDA margin rose from 42% to 44%. 6.7 Income and expenses Revenue and EBITDA Revenue by revenue stream 35.4 11.5 4.5 13.7 11.5 6.5 31.4 116.6 119.6 110.1 29.8 9.8 6.2 12.0 5.7 7.2 37.4 37.6 6.8 7.0 11.6 9.1 29.0 107.4 4.5 11.9 4.6 14.1 11.9 6.7 31.5 36.2
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 51 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Revenue growth was supported by all revenue streams. Significant growth was recorded for revenues from ferry service and the sale of other services, lease income as well as passenger fees revenue. Revenues from charter fees (the icebreaker Botnica), cargo charges, vessel dues and electricity sales also increased. Ferry service revenue grew by EUR 0.8 million (+2%) to EUR 36.2 million due to the indexation of the variable part of the fixed fee. The number of trips between Estonia’s mainland and two largest islands increased by 0.9% compared with 2023. Revenue from other services grew by EUR 0.5 million (+25%), attributable mainly to revenue from the operation of a quay at Pakrineeme Harbour, which began in the reporting period. Revenue growth was also recorded in the sale of advertising space and the provision of catering services during the charter projects of the icebreaker Botnica. Lease income grew by EUR 0.4 million (+3%) to EUR 14.1 million through higher revenue in the Cargo harbours segment (indexation of the fees) and the Ferry segment (growth in passenger numbers and an increase in the fee rates for retail premises). Lease income also grew in the Passenger harbours segment due to growth in parking charges and the indexation of the fee rates. Passenger fees revenue grew by EUR 0.4 million (+4%) to EUR 11.9 million, supported by growth in passenger numbers on the main routes (Tallinn– Helsinki, Muuga–Vuosaari and Tallinn–Stockholm). Charter fee revenue from the icebreaker Botnica grew by EUR 0.4 million (+3%) to EUR 11.9 million despite fewer charter days. The charter fees of Botnica increased due to higher charter fee rates for various projects. Cargo charges revenue grew by EUR 0.2 million (+4%) as cargo throughput increased by 4%. The increase in cargo charges revenue was mainly driven by higher volumes of dry bulk, container and ro-ro cargo. Vessel dues revenue increased by EUR 0.1 million (+0%) to EUR 31.5 million, supported by more calls by multipurpose vessels and container carriers. There was also an increase in the number of bulk carriers with a higher gross tonnage (GT) calling at our cargo harbours. The number of large tankers calling at our cargo harbours decreased and although the number of cruise ship calls increased, the passenger capacity of the cruise ships was smaller on average, which resulted in a slight contraction in vessel dues revenue from cruise ships calls. Electricity sales revenue grew by EUR 0.1 million (+2%) to EUR 4.6 million, driven mainly by larger sales volumes of network services and onshore electricity, although the market price of electricity slightly decreased. Other income decreased by EUR 0.5 million (–21%) to EUR 1.7 million in 2024. In 2023, the Group recognised a large amount of income from late payment interest, mainly due to the initiation of bankruptcy proceedings against MPG AgroProduction OÜ in November 2023. Expenses related to operating activities (operating expenses, personnel expenses, impairment of financial assets, and depreciation, amortisation and impairment) amounted to EUR 91.8 million, EUR 1.4 million (–1%) less than in 2023. Operating expenses decreased by EUR 1.0 million (–2%), primarily through lower tax expenses and other operating expenses. Tax expenses decreased by EUR 1.2 million (–44%) as the rate of land tax was lowered. Other operating expenses decreased by EUR 0.5 million (–13%) and lease expenses declined by EUR 0.3 million (–18%). Both expense items declined mainly because the expenses from the icebreaker Botnica decreased. In 2023, Botnica’s expenses were high due to preparations made for charter projects (e.g. lease of a ship’s ladder). Electricity costs also decreased (–EUR 0.1 million, –2%). The volume of purchased network services increased and the volume of electricity purchases declined slightly, while lower market prices of electricity helped reduce electricity costs. Advertising expenses fell by EUR 44 thousand (–18%) through lower expenses in the Passenger harbours and Cargo harbours segments. The largest increase among operating expenses was in services purchased for infrastructure (+EUR 0.3 million, +8%), due to higher prices for cleaning, upkeep and security services. Expenses for services purchased grew by EUR 0.3 million (+6%), driven by an increase in port dues expenses in the Ferry segment. Non-current asset repair costs grew by EUR 0.2 million (+2%). Repair costs grew sharply in the segment Other (+EUR 0.8 million) due to a technical failure during the charter project of the icebreaker Botnica. This was offset by a decrease of EUR 0.8 million in the repair costs of the Cargo harbours segment (in 2023, major maintenance and repair work was carried out at Muuga Harbour to repair the concrete structures of the quays and protect the quays against corrosion). In the Passenger harbours segment, repair costs increased by EUR 0.2 million and in the Ferry segment repair costs remained at the level of the previous year. Consultation and development expenses increased by EUR 0.1 million (+14%) due to higher legal costs, which exceeded the decrease in the cost of the technical examination of quays. Fuel costs grew by EUR 0.1 million (+1%) due to more severe ice conditions that affected the Ferry segment at the beginning of 2024. Insurance expenses grew by EUR 52 thousand (+6%). There were no significant changes in expenses on the acquisition and maintenance of assets of insignificant value and heat, water and sewerage costs. Expenses from impairment of financial assets decreased by EUR 0.3 million (–30%), because in 2023 large loss allowances were recognised for receivables due to the payment difficulties of MPG AgroProduction OÜ, which increased relevant costs.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 52 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 20 Adjusted EBITDA = profit before finance income and costs, income tax expense and depreciation, amortisation and impairment, adjusted for amortisation of government grants related to assets. Expenses related to operating assets Personnel expenses grew by EUR 0.5 million (+2%), mainly due to an increase in bonuses and one-off payments. The Group’s average number of employees decreased from 461 to 438 (–5%) in 2024. Depreciation, amortisation and impairment decreased by EUR 0.6 million (–2.2%). This is mainly attributable to a one-off write-off of non-current assets in the first quarter of 2023 due to the raising of the threshold for recognising assets as non-current from 1 January 2023 in accordance with amendments to the public sector financial accounting and reporting regulation applicable to the Group. In 2024, the impact of the write-off of non-current assets was lower. Other expenses decreased by EUR 0.7 million (–64%) due to a decrease in expenses from expected credit losses, which were higher a year earlier when the late payment interest receivable from MPG AgroProduction OÜ was classified as doubtful due to the company’s payment difficulties (a one-off item). Operating profit for 2024 was EUR 29.1 million (+EUR 4.5 million, +18%) as revenue increased and expenses decreased. The operating profit margin, which reflects the Group’s operating efficiency, rose from 21.1% to 24.4% as the increase in operating profit exceeded the increase in revenue. Operating profit improved in all segments. Adjusted EBITDA 20 increased by EUR 4.0 million (+8%) to EUR 53.1 million due to good results in the Cargo harbours segment and the segment Other (the icebreaker Botnica). Similar to operating profit, adjusted EBITDA increased in all four operating segments. The adjusted EBITDA margin rose from 42.2% to 44.4%. Operating expenses Impairment of financial assets Personnel expenses Depreciation, amortisation and impairment losses 2020 2021 2022 2023 2024 100 80 60 40 20 0 EUR million 91.9 42.9 23.2 25.3 93.2 25.4 41.4 25.2 81.6 36.3 20.9 24.8 74.4 29.9 19.5 24.1 91.8 24.8 25.7 40.4
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 53 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Profit 40 30 20 10 0 EUR million 6.8 Profit Profit Besides the above factors, profit development was influenced by finance income and costs and income tax on dividends. Finance costs grew by EUR 0.8 million (+11%) because loans and borrowings increased. The decline in interest rates reduced finance income by EUR 0.3 million (–27%). The Group’s share of the profit of the equity-accounted associate Green Marine was EUR 0.5 million (2023: EUR 0.4 million). Profit before tax was EUR 22.3 million, EUR 3.4 million larger than a year earlier (+18%). The Group’s net profit for 2024 amounted to EUR 19.2 million (+EUR 3.3 million, +21%). Net profit grew less than profit before tax because in the previous year dividend tax expense was reduced by the reversal of deferred tax of EUR 0.1 million. In 2024, we paid a dividend of EUR 19.2 million (2023: EUR 19.2 million). 2020 2021 2022 2023 2024 15.9 25.6 25.6 28.5 19.2
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 54 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Segment revenue and EBITDA 6.9 Segment reporting The Group’s operating segments are Passenger harbours, Cargo harbours, Ferry and Other. Further information about segments is provided in note 3 to the financial statements. Revenue grew in all segments, with the biggest growth in the Cargo harbours segment (+EUR 1.2 million, +4%) and the Ferry segment (+EUR 0.9 million, +2%). In the segment Other, revenue grew by EUR 0.5 million (+4%) and in the Passenger harbours segment by EUR 0.3 million (+1%). Adjusted EBITDA increased significantly in the Cargo harbours segment and the segment Other, and to a lesser extent in the Passenger harbours and Ferry segments. The revenue of the Passenger harbours segment increased, driven by passenger fees, electricity sales, lease income and other services. Revenue from passenger fees grew due to an increase in passenger numbers. Electricity sales revenue increased due to higher consumption of network services and onshore electricity. Lease income also increased, supported by growth in parking charges in Terminal D and the indexation of the fee rates. Vessel dues revenue decreased, mainly due to a lower passenger capacity of the cruise ships, although the number of cruise ship calls grew. Fewer ferries called at the passenger harbours, which in turn affected revenues from vessel dues. A lower number of ferry calls also caused a decline in ro-ro cargo in the Passengers harbours segment, which led to a slight decline in cargo charges revenue. The revenue of the Cargo harbours segment increased, supported by higher vessel dues revenue. There were more calls by cargo vessels (in particular multipurpose vessels and container carriers) and the vessels that called were larger on average (in GT). Revenue from other services also grew in connection with revenue generated from operating a quay at Pakrineeme Harbour in 2024. The growth in cargo throughput increased cargo charges revenue. Lease income grew due to the indexation of lease payments and fees for right of superficies. Electricity sales revenue slightly decreased as the market price of electricity declined, while the sales volume remained at the same level. The revenue of the Ferry segment grew due to the indexation of the contractual fee rates and a higher number of trips made (+0.9%). The revenue of the segment Other increased, although the icebreaker Botnica had fewer charter days. Revenue growth was supported by higher charter fee rates per day. Other Ferry Cargo harbours Passenger harbours 150 120 90 60 30 0 EUR million 9.9 30.7 40.7 28.8 110.1 121.7 37.9 38.8 34.8 10.3 55.8 5.7 14.6 16.8 18.6 49.2 3.0 15.3 11.3 19.6 54.0 13.7 12.5 22.3 5.6 116.6 37.5 30.8 36.6 11.7 119.6 37.9 32.0 37.5 12.2 53.1 15.5 14.1 19.9 3.6 Revenue Adjusted EBITDA 2021 2022 2023 2024 2021 2022 2023 2024
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 55 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Change 2024 vs 2023 In thousands of euros Passenger harbours Cargo harbours Ferry Other Total Revenue 345 1,208 906 482 2,941 Adjusted EBITDA 264 2,891 186 623 3,964 Operating profit 1,023 2,884 4 607 4,518 Adjusted EBITDA margin 0.2% 7.7% –0.5% 4.1% 2.3% Adjusted EBITDA increased by EUR 4.0 million (+8%) in 2024. The largest growth was in the Cargo harbours segment (+EUR 2.9 million, +26%). The adjusted EBITDA grew by EUR 0.6 million (+21%) in the segment Other, by EUR 0.3 million (+1%) in the Passenger harbours segment and by EUR 0.2 million (+1%) in the Ferry segment. The growth in adjusted EBITDA was supported by revenue growth in all segments. In the Cargo harbours segment, adjusted EBITDA improved more than revenue as expenses (particularly repair costs) decreased. In the segment Other, adjusted EBITDA growth outpaced revenue growth as other income offset higher expenses, while other expenses decreased and profit from the equity-accounted associate Green Marine increased. In the Passenger harbours and Ferry segments, both revenue and expenses grew, but the expenses affecting adjusted EBITDA grew less than revenue. Adjusted EBITDA margin increased from 42.2% to 44.4%, mainly due to an increase in the Cargo harbours segment and the segment Other. Results by segment 2024 2023 In thousands of euros Passenger harbours Cargo harbours Ferry Other Total Passenger harbours Cargo harbours Ferry Other Total Revenue 37,878 31,959 37,539 12,211 119,587 37,533 30,751 36,633 11,729 116,646 Adjusted EBITDA 19,854 14,148 15,490 3,642 53,134 19,590 11,257 15,304 3,019 49,170 Operating profit/loss 12,772 6,103 9,730 543 29,148 11,749 3,219 9,726 –64 24,630 Adjusted EBITDA margin 52.4% 44.3% 41.3% 29.8% 44.4% 52.2% 36.6% 41.8% 25.7% 42.2%
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 56 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Prepayments Investments EUR million 2020 2021 2022 2023 2024 50 40 30 20 10 0 –10 13.9 20.7 38.8 37.1 14.7 Investments 6.10 Investments and development prospects In 2024, the Group invested EUR 38.8 million, EUR 18.1 million (+87%) more than in 2023. Investments in port infrastructure, acquisition of non-current assets and improvements to existing infrastructure totalled EUR 36.7 million. Investments in the icebreaker Botnica amounted to EUR 0.1 million and investments in ferries to EUR 2.1 million. The largest investment in 2024 was made in the ongoing construction of a new quay to serve offshore wind farms and 10 hectares of hinterland in Paldiski South Harbour. In Muuga Harbour, the largest investment was the reconstruction of a quay to allow smooth reception of large container ships. In Old City Harbour, investments were made in designing a new Terminal A, including its outdoor area, the main building and a multi-storey car park, connecting the facilities to the water supply network and improving ferry traffic (the ramp of berth 5). Investments were also made in soſtware development, expanding data storage and upgrading radio communications. No major investments were made in the icebreaker Botnica. Significant investments in the Ferry segment included the replacement of the main engines (Piret), regular dry-docking (Tõll), the replacement of the cooling systems of the vessels’ main engines and the acquisition of critical equipment. Capital investments planned for 2025. The largest investments will be made in the ongoing construction of a new quay and 10 hectares of hinterland at Paldiski South Harbour. The project is expected to be completed by the end of 2025, with final completion in February 2026. The new quay will enable us to provide services for the construction and maintenance of offshore wind farms. It can also be used for military transport, which in turn will increase our overall capacity for the maritime transport of cargo and vehicles. At Old City Harbour, investments will continue to be made in the design of the new Terminal A, including the area around Terminal A, the main building and a multi-storey car park, in the improvement of ferry traffic, the replacement of building automation systems and the installation of LED lighting to replace the existing lighting at cruise ship quays. At Muuga Harbour, the renovation of a quay will continue to ensure the smooth reception of large container ships and enable the supply of onshore electricity to ships. The replacement of the building automation systems will continue. Investments will also be made in a quay for the reception of LNG vessels and a LED-based outdoor lighting solution for some of the quays. -5.5 42.6 39.4 14.7 12.8 19.2
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 57 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The plans for the icebreaker Botnica include a crane upgrade and technical improvements. Major investments in the Ferry segment include the regular dry-docking of the ferries, the replacement of the two main engines on Leiger, the upgrading of the technical equipment on the ferries, as well as the ticketing, cash register and entry systems of the ferries, and the development of the website. We will also invest in IT hardware and soſtware. Each year we also incur significant research and development expenditures, which in 2024 amounted to EUR 0.28 million (2023: EUR 0.37 million). Research and development expenses were mostly related to the technical examination of the quays in the passenger and cargo harbours. We expect the recovery in passenger traffic to continue in 2025. The decline in cargo traffic caused by the impacts of the Russia-Ukraine war has materialised and the year 2025 will mainly be influenced by the development of the overall economic situation in Estonia and the countries that are its main trading partners. Our outlook for revenue growth is moderate. We also expect operating expenses to increase, but at a lower rate than revenue. Finance costs will be influenced by the downward trend in interest rates. We expect the Group’s operating profit to increase, but net profit will be affected by an increase in dividend tax expense due to the change in the income tax rate. We forecast that our investments in harbour operations will decrease in 2025, as invest- ments in the quay for the servicing of offshore wind farms in Paldiski South Harbour will be lower than in 2024.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 58 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 6.11 Dividends The dividend policy of Tallinna Sadam sets the target to pay a net dividend that amounts to at least 70% of profit for the previous year, subject to market conditions, the company’s growth and development plans, while taking into account the need to maintain a reasonable level of liquidity and the impact of one-off transactions. In 2024, we paid the shareholders a dividend of EUR 0.073 per share and EUR 19.199 million in total, i.e. 121% of profit for the previous year. The list of shareholders entitled to receive the dividend was determined on 10 May 2024 (the ex-dividend date: 9 May 2024) and the dividend was paid out to the shareholders on 17 May 2024 (through Nasdaq CSD). In 2023, we distributed shareholders a dividend of EUR 0.073 per share and EUR 19.199 million in total (75% of profit). For further information, see note 19 to the financial statements. Dividends paid % of prior year profit Dividends
EUR million 50 150% 140% 130%
40 120%
110%
100%
30 90%
80%
70%
20 60%
50%
40%
10 30%
20%
10%
0 0
2020 2021 2022 2023 2024
19 20 30 121% 26 19 68% 71% 100% 75%
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 59 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). OMX Baltic Benchmark GI TSM1T — Tallinna Sadam 200% 180% 160% 140% 120% 100% 80% 60% 7 6 5 4 3 2 1 0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0 turnover (EUR million) Share price (EUR) Daily turnover Share price 6.12 Share and shareholders Tallinna Sadam was listed in the Baltic Main List of the Nasdaq Tallinn Stock Exchange on 13 June 2018. The ticker symbol of the share is TSM1T and the ISIN code is EE3100021635. The company has 263,000,000 ordinary shares of which 176,295,032 (67.03%) are held by the Republic of Estonia. The par value of a share is EUR 1. Each share carries one vote at the general meeting of the shareholders. The opening price of the share at the beginning of 2024 was EUR 1.13. The closing price of the share at 31 December 2024 was EUR 1.056. The company’s market capitalisation at 31 December 2024 was EUR 277.73 million (31 December 2023: EUR 296.66 million). Dynamics of the price of the Tallinna Sadam share compared to the OMX Baltic Benchmark GI index from 13 June 2018 to 31 December 2024 Source: nasdaqbaltic.com Dynamics of the closing price of the Tallinna Sadam share and daily turnover of shares traded since listing on the Nasdaq Tallinn Stock Exchange, i.e. from 13 June 2018 to 31 December 2024 Source: nasdaqbaltic.com 06.2018 09.2018 12.2018 03.2019 06.2019 09.2019 12.2019 03.2020 06.2020 09.2020 12.2020 03.2021 06.2021 09.2021 12.2021 03.2022 06.2022 09.2022 12.2022 03.2023 06.2023 09.2023 12.2023 03.2024 06.2024 09.2024 12.2024 06.2018 09.2018 12.2018 03.2019 06.2019 09.2019 12.2019 03.2020 06.2020 09.2020 12.2020 03.2021 06.2021 09.2021 12.2021 03.2022 06.2022 09.2022 12.2022 03.2023 06.2023 09.2023 12.2023 03.2024 06.2024 09.2024 12.2024
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 6. Business Review 60 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Five largest shareholders at 31 December 2024 Name of shareholder Number of shares Shares, % Ministry of Climate 176,295,032 67.0% European Bank for Reconstruction and evelopment (EBRD) 9,350,000 3.6% SEB Pensionifond 55+ 6,484,365 2.5% LHV Pensionifond L 3,217,828 1.2% Interactive Brokers LLC Client Omnibus (USA) 2,123,814 0.8% In 2024, there were a total of 45,721 transactions with the Tallinna Sadam share (2023: 64,198 transactions) in which 10.7 million shares (2023: 14.3 million shares) changed hands. The total turnover of the transactions was EUR 11.7 million (2023: EUR 19.2 million). At 31 December 2024, the company had 23,464 shareholders (31 December 2023: 24,174)
but only the Republic of Estonia had an ownership interest exceeding 5% (through
the Ministry
of Climate
).
The shareholder structure has changed slightly compared to the end of 2023. The share of Estonian, Latvian and Lithuanian investment and pension funds has decreased by 1.5% (–4.2 million shares), while Estonian retail investors have increased their share from 17% to 18% (+4.3 million shares). Shareholder structure at 31 December 2024 67% Republic of Estonia 6% International investors 18% Estonian retail investors 7% Estonian investment and pension funds 2% Baltic funds and other companies (Latvian, Lithuanian)
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 61 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7 Corporate Governance The governing bodies of Tallinna Sadam are the general meeting, the supervisory board and the management board. The supervisory board and the management board of Tallinna Sadam are guided by the company’s strategy, values, applicable legislation and the principles of the Corporate Governance Recommendations (CGR) promulgated by the Nasdaq Tallinn Stock Exchange. Any instances of non-compliance with the CGR are explained in section 7.11 of the management report. The main goals of the controlling shareholder, the Republic of Estonia, in relation to its shareholding in Tallinna Sadam are as follows: to generate optimal and stable shareholder returns through the profitable and efficient operation of the company in each of its chosen business lines; to involve the company in the achievement of national strategic goals (including reducing the negative environmental impact of the company’s activities and striving for climate neutrality by 2050 to ensure the company’s sustainable development), taking into account the company’s field of activity and business interests, as well as applicable laws and regulations; to apply and promote good corporate governance, corporate social responsibility and business culture; to not have business relationships with Russia and Belarus due to the sanctions and restrictions in place.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 62 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.1 General meeting The general meeting is the highest governing body of Tallinna Sadam whose primary responsibilities include changing the articles of association, increasing and reducing share capital, appointing and removing the members and the chairman of the supervisory board and determining their remuneration policy (based on the proposal of the nomination committee), setting the owner’s expectations, approving the annual report and allocating the company’s profit, approving a share option programme, appointing and removing the auditor(s), establishing the rules of procedure for the supervisory board, deciding the acquisition or disposal of a significant interest in another company, establishing the management and reporting principles of the subsidiaries and adopting other decisions that are within its power in accordance with the law and the company’s articles of association. The annual general meeting is held once a year, within four months aſter the end of the financial year. The agenda of the general meeting, the proposals of the management and supervisory boards, any draſt resolutions and other relevant materials are made available to shareholders at least three weeks before the general meeting on the company’s website and through a stock exchange announcement. Shareholders entitled to participate in a general meeting are determined based on the share register seven days before the meeting. Each share carries one vote at a general meeting. No shares with special controlling or voting rights have been issued. In 2024, there was an annual general meeting and no extraordinary general meetings. The annual general meeting, held on 25 April 2024, approved Tallinna Sadam’s annual report for 2023 and the profit distribution proposal (including the distribution of dividends in the total amount of EUR 19.199 million), extended the term of office of the representatives of the small shareholders on the nomination committee for another five years, determined the remuneration of the members of the nomination committee for attending the meetings and approved the expectations of the shareholders. Shareholders voted on the resolutions of the general meeting, their shares representing a total of 183,308,771 votes, i.e. 69.70% of all the votes determined by shares (the figures reflecting also the shareholders who voted in writing before the general meeting). The company was represented at the general meeting by Riho Unt (chairman of the supervisory board), Valdo Kalm (chairman of the management board), Andrus Ait (member of the management board and CFO), Sirle Arro (Head of the Marketing and Communication Department) and Erly Lüdig (Head of the Legal Department).The materials and resolutions of the general meeting are available on Tallinna Sadam’s website at www.ts.ee/en. The Republic of Estonia holds a 67.03% ownership interest in Tallinna Sadam (from 1 July 2023 through the Ministry of Climate and previously through the Ministry of Economic Affairs and Communications) and 32.97% of the shares are held by Estonian and international investment funds, banks, pension funds and retail investors. An overview of the shareholder structure and the largest shareholders as at 31 December 2024 is provided in section 6.12 of the management report.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 63 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.2 Supervisory board The supervisory board is responsible for planning the company’s activities, organising the company’s management and supervising the activities of the management board. The supervisory board is accountable to the general meeting. The supervisory board of Tallinna Sadam has six to eight members, who are appointed for a term of up to five years. At least half of the members of the supervisory board (31 December 2024: five out of seven, including the chairman of the supervisory board) meet the definition of independence as provided in the annex to the CGR. The work of the supervisory board is managed by the chairman of the supervisory board. The members of the supervisory board are appointed by the general meeting based on the proposal of the nomination committee of Tallinna Sadam, which also makes proposals regarding the number of the members of the supervisory board and their remuneration. Further information on the nomination committee is provided in section 7.5 of the management report. The supervisory board has the power to approve the Group’s annual budget and annual report, as well as the Group’s strategy, goals and development directions. At its meetings, the supervisory board also discusses the risks associated with the Group’s operations, the main issues arising from regulations, investments, major financing projects and other significant matters relating to the Group’s business. At 31 December 2024, the composition of the supervisory board was as follows: Riho Unt (chairman), Marek Helm, Maarika Honkonen, Kaur Kajak, Risto Mäeots, Veiko Sepp and Ain Tatter. The members that meet the definition of independence as provided in the annex to the CGR are Riho Unt, Marek Helm, Maarika Honkonen, Risto Mäeots and Veiko Sepp. The term of office of all members of the supervisory board lasts until 30 June 2025. The supervisory board does not include former members of the management board of Tallinna Sadam or its subsidiaries. The work of the supervisory board is organised in accordance with the rules of procedure of the supervisory board approved by the general meeting. Meetings of the supervisory board take place as needed. In 2024, there were 11 meetings (2023: 9 meetings). The rules of procedure of the supervisory board and the supervisory board’s reports to the general meeting (on the group annual report of Tallinna Sadam and the activities of the supervisory board) have been made available on the website of Tallinna Sadam. The appointment and remuneration of a member of the supervisory board are regulated by section 85 of the State Assets Act. The amount of the remuneration of a member of the supervisory board is determined by the general meeting based on the proposal of the nomination committee and the remuneration principles of the supervisory board and the management board approved by the general meeting in 2022. The remuneration determined for a member of the supervisory board is EUR 1,000 per month and the remuneration determined for the chairman of the supervisory board is EUR 2,000 per month. A member of the supervisory board is not remunerated for the month in which a meeting of the supervisory board was held but the member did not participate in adopting resolutions. Additional remuneration is paid to the members of the supervisory board who are also the members of the audit committee or the remuneration committee, which are bodies set up by the supervisory board. In 2024, the total remuneration of the members of the supervisory board amounted to EUR 105.5 thousand (2023: EUR 103.4 thousand), of which EUR 94.5 thousand (2023: EUR 93.5 thousand) was paid for the performance of their duties as members of the supervisory board. The members of the supervisory board do not receive any termination benefits or other additional remuneration (other than remuneration for participation in the activities of the above committees). Tallinna Sadam has conducted a limited number of minor transactions with parties related to the members of the supervisory board, which are disclosed in note 24 to the financial statements. All transactions have been ordinary business transactions conducted on an arm’s length basis. At the date of release of this annual report, supervisory board members have not notified Tallinna Sadam of any conflicts of interest during the financial year. Where there has been risk of a conflict of interest, the exposed supervisory board member has refrained from discussing, and adopting resolutions on, the relevant agenda item. The members of the supervisory board are subject to the Group’s procedure for preventing conflicts of interest (including the obligation to declare their business interests) and the prohibition on competition set forth in the Commercial Code.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 64 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Members of the supervisory board: RIHO UNT Chairman of the Supervisory Board MAREK HELM Member of the Supervisory Board VEIKO SEPP Member of the Supervisory Board MAARIKA HONKONEN Member of the Supervisory Board Riho Unt has been a member of the supervisory board since July 2020. Riho Unt is currently working in the area of fund management and financial advisory services. Previously, he has been a senior adviser at the SEB Group and Head of SEB Estonia. He has 20 years of experience in the banking sector and long- term experience in international management. Marek Helm has been a member of the supervisory board since July 2022. Marek Helm is the chairman of the management board of GScan OÜ. He has long-term high- level experience in implementing and leading digital technologies as a business manager for the Middle East and Africa region at AS Nortal and from various managerial positions such as Director General of the Tax and Customs Board, Deputy Secretary General for Administrative Policy of the Ministry of Finance, Head of Integration at the Police and Border Guard Board and Head of the Internal Security Policy Department of the Ministry of the Interior. Veiko Sepp has been a member of the super- visory board since July 2020. Veiko Sepp is a member of the management board of AS Levira. He has previously been the chairman of the management board of Ericsson Eesti AS and he has worked in managerial positions in the field of tele- communications. Veiko Sepp has long-term international experience in the field of telecommunications and digitalisation of logistics, including in Asia. Maarika Honkonen has been a member of the supervisory board since April 2018. Maarika Honkonen is a partner at the Baltic Hospitality Forum and New Seven OÜ, a member of the supervisory board of the Estonian Quality Agency for Higher and Vocational Education, a founding member of the Estonian Chamber of Mentors and an executive mentor. Previously, she has been the CEO of the Estonian Hotel and Restaurant Association, a member of the management board of ERGO Insurance SE and a member of the supervisory board at the Estonian Insurance Association and Ergo Funds AS.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 65 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). KAUR KAJAK Member of the Supervisory Board RISTO MÄEOTS Member of the Supervisory Board AIN TATTER Member of the Supervisory Board Kaur Kajak has been a member of the Supervisory Board since April 2022. Kaur Kajak is Deputy Secretary General for Administrative Policy at the Ministry of Finance and a member of the supervisory board of AS Eesti Raudtee. Previously, he has been Director General of the Consumer Protection and Technical Regulatory Authority. He has gained long-term experience from working in various positions at the afore- mentioned agency and the Rescue Board. Ain Tatter is Head of the Roads and Railways Department at the Ministry of Climate and a member of the supervisory board of AS Eesti Loots. Ain Tatter has 20 years of experience in the strategic management of state-owned infrastructure management companies. He has been a member of the supervisory board at AS Saarte Liinid, AS Eesti Teed and AS Eesti Raudtee. Risto Mäeots has been a member of the supervisory board since July 2022. Risto Mäeots is the chairman of the manage- ment board of AS Magnetic MRO and a founder and member of the supervisory board of the Estonian Aviation Cluster. He started his career at Magnetic MRO as a mechanic and has 15 years of experience in aviation and mechanical engineering.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 66 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Member of the supervisory board Participation in meetings in 2024 Remuneration in euros in 2024 Term of office Supervisory board Audit committee Remuneration committee Supervisory board Audit committee Remuneration committee Riho Unt 1 July 2020 – 30 June 2025 11/11 5/5 5/5 24,000 1,250 1,250 Maarika Honkonen 17 April 2018 – 30 June 2025 11/11 5/5 12,000 1,250 0 Veiko Sepp 1 July 2020 – 30 June 2025 11/11 5/5 12,000 0 1,875 Kaur Kajak 26 April 2022 – 30 June 2025 11/11 5/5 12,000 1,250 0 Ain Tatter 1 July 2022 – 30 June 2025 10/11 5/5 11,500 0 1,250 Marek Helm 1 July 2022 – 30 June 2025 10/11 5/5 11,000 1,875 0 Risto Mäeots 1 July 2022 – 30 June 2025 11/11 4/5 12,000 0 1,000 94,500 5,625 5,375 Overview of shares held in Tallinna Sadam by the members of the supervisory board and persons closely associated with them 21 at 31 December 2024 Member of the supervisory board Number of shares held in Tallinna Sadam at 31 December 2024 Personally Through closely associated persons Riho Unt 0 10,000 Risto Mäeots 0 0 Marek Helm 0 0 Maarika Honkonen 0 0 Kaur Kajak 0 0 Ain Tatter 0 0 Veiko Sepp 7,526 2,500 Total 7,526 12,500 21 As defined in the Market Abuse Regulation ((EU) No 596/2014 Chapter 1 Article 3 1. (25))
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 67 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.3 Audit committee and internal audit department 7.4 Remuneration committee In accordance with the requirements of the Auditors Activities Act, the company has set up an audit committee, which is a body that advises the supervisory board and is responsible for monitoring and analysing the processing of financial information, the effectiveness of the development and operation of the risk management and internal control system, the process of the audit of the consolidated financial statements, and the independence of the audit firm and the certified public accountant representing the audit firm as well as their compliance with the requirements related to auditors’ activities. The audit committee makes proposals and recommendations to the supervisory board on matters within its remit. The committee has four members that are appointed by the supervisory board. At 31 December 2024, the members of the audit committee were: Marek Helm (chairman), Maarika Honkonen, Kaur Kajak and Riho Unt. The audit committee conducts its activities in accordance with the requirements of the Auditors Activities Act and the rules of procedure approved by the supervisory board. The audit committee carries out its work in meetings. In 2024, five meetings were held (2023: five meetings). All members of the audit committee attended all meetings. The rates of the remuneration of the members of the audit committee are set out in the remuneration policy approved by the general meeting on 25 April 2022. The rate of the remuneration of a member of the audit committee is 25% of the remuneration of a member of the supervisory board and the rate of the remuneration of the chairman of the audit committee is 1.5 times the rate of a member of the audit committee (EUR 250 for a member and EUR 375 for the chairman). When a member of the audit committee does not participate in a meeting, the member is not remunerated for the month in which the meeting was held. Tallinna Sadam has set up a Group-wide internal audit department. Functionally, the internal audit department reports to the supervisory board, which, among other things, approves the composition and appoints the head of department. In conducting internal audit activities, the internal audit department observes the requirements of the Auditors Activities Act, the Standards for the Professional Practice of Internal Auditing and the department’s statutes and rules of procedure which have been approved by the supervisory board. The activities of the department are based on a risk-based work plan approved by the supervisory board. The department engages external experts where necessary and takes into account the results of external audits and control procedures. The internal audit department briefs the audit committee and the supervisory board on its activities (including the findings and recommendations) at meetings of the audit committee and the supervisory board. According to the assessment of an independent external assessor, the activities of the internal audit department comply with the Standards for the Professional Practice of Internal Auditing. In autumn 2021, the supervisory board of Tallinna Sadam set up a remuneration committee, which has the following main responsibilities: determining the competency profile of the management board based on the company’s strategy; developing and updating the remuneration policy for the members of the management board and monitoring compliance with the policy; making proposals to the supervisory board for the election and remuneration of the members of the management board. The committee consists of at least three members who are appointed from among the members of the supervisory board for a term of up to three years. One of the members is the chairman of the supervisory board. At 31 December 2024, the members of the remuneration committee were Veiko Sepp (chairman), Risto Mäeots, Ain Tatter and Riho Unt. During the reporting period, the remuneration committee held five meetings (2023: five meetings), to discuss the implementation of the management board's performance plan for 2023, the goals for 2024, the terms of the service contracts of the members of the management board and other current matters. The remuneration committee proposed to the supervisory board that the service contract of Margus Vihman, member of the management board and chief commercial officer, be extended by three years until 31 October 2027. The remuneration committee also proposed that Rene Pärt, chief business development officer, be appointed to the management board for a five- year term commencing on 1 May 2024. Both proposals were approved by the supervisory board. The members of the remuneration committee are remunerated on the same basis as the members of the audit committee.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 68 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.5 Nomination committee 7.6 Management board The responsibilities of the committee for nominating the members of the supervisory board of Tallinna Sadam, which was formed in 2019, include assessing the suitability of candidates for the supervisory board and making proposals to the general meeting regarding the election and removal of the members of the supervisory board, the size of the supervisory board, and the duration of the term of office and remuneration of the members of the supervisory board. The members of the nomination committee are the secretary general of the Ministry of Finance, the secretary general of the ministry in charge of the state’s shareholding and the chairman of the nomination committee formed by the government of Estonia for companies in which the state has an ownership interest, who represent the controlling shareholder by virtue of the office they hold, and two representatives of small shareholders, whose term of office is five years. At 31 December 2024, the members of the nomination committee were Keit Kasemets (secretary general of the Ministry of Climate), Merike Saks (secretary general of the Ministry of Finance), Annika Uudelepp (chairman of the nomination committee formed by the government), Tomas Kairys (EBRD Head of the Baltic Countries) and Gert Vilms (member of the management board of AS SEB Varahaldus). The rates of the remuneration of the members of the nomination committee are set out in the remuneration policy approved by the general meeting on 4 April 2024 – EUR 200 per meeting for a member and EUR 300 per meeting for the chairman. No remuneration is paid for a meeting not attended. The nomination committee held no meetings in 2024 (2023: one meeting) and no remuneration was paid to the members of the nomination committee for the work on the committee. The management board is a governing body that represents and manages the day-to-day operations of Tallinna Sadam in accordance with the law and the articles of association of Tallinna Sadam. The management board must act in a commercially reasonable manner and make sure that risk management and internal controls function effectively. In carrying out its activities, the management board is guided by the long-term strategy and annual operational targets approved by the supervisory board. In accordance with the articles of association, the management board has two to five members, who are appointed by the supervisory board for a term of up to five years. The company may be represented by the chairman of the management board and a member of the management board acting together. Service contracts have been signed with all members of the management board. No member of the management board is a member of the management board or the chairman of the supervisory board of another listed company. Information about the appointment of the members of the management board to the supervisory boards of the subsidiaries and associates of Tallinna Sadam is provided in section 7.7 of the management report. The remuneration and other benefits provided to the management board for 2024 are disclosed in the remuneration report section of this annual report. In the reporting period, Tallinna Sadam conducted a limited number of minor transactions with parties related to the members of the management board, which are disclosed in note 24 to the financial statements. All transactions were ordinary business transactions conducted on an arm’s length basis. At the date of release of this annual report, management board members have not notified Tallinna Sadam of any conflicts of interest during the financial year. At 31 December 2024, the members of the management board Valdo Kalm, Andrus Ait, Margus Vihman and Rene Pärt held shares in Tallinna Sadam (41,828 shares, 11,000 shares, 22,486 shares and 4,000 shares, respectively). Persons closely associated with the members of the management board did not hold any shares in Tallinna Sadam.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 69 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Members of the management board: VALDO KALM Chairman of the Management Board, appointed to the board until 28 February 2027 Valdo Kalm has been the chairman of the management board of Tallinna Sadam since March 2016. Previously, he was chief executive at several telecommunications companies for over 20 years: Eesti Telefon, EMT, Eesti Telekom (currently Telia Eesti). He has a master’s degree in automation and telemechanics from Tallinn University of Technology (TalTech). MARGUS VIHMAN Member of the Management Board, Chief Commercial Officer, appointed to the board until 31 October 2027 Margus Vihman has been on the management board of Tallinna Sadam since 2016. He is responsible for the company’s commercial activities, i.e. customer relations and sales. Previously, he was sales director at Krimelte, regional sales director at the construction company Ruukki and regional chief executive at the construction chemicals company Henkel Makroflex. He has a master’s degree in international business administration (MBA) from the Estonian Business School. ANDRUS AIT Member of the Management Board, Chief Financial Officer, appointed to the board until 20 February 2027 Andrus Ait has been on the management board of Tallinna Sadam since February 2022. Previously, he has worked at Riigi Kinnisvara AS in various positions in the financial area, including as chief financial officer and a member of the management board. He has a master’s degree in economics from Tallinn University of Technology (TalTech). RENE PÄRT Member of the Management Board, Chief Business Development Officer, appointed to the board for a term from 1 May 2024 to 30 April 2029 Rene Pärt has a degree in logistics from Tallinn University of Technology (TalTech) and a master’s degree in business administration from Aston University. Previously, he was business development manager at the inter- national logistics corporation Kühne+Nagel and Baltic sales and partnership manager at the shipping group DFDS.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 70 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.7 Supervisory and management boards of subsidiaries and associates 7.8 Cooperation of the management and supervisory boards 7.9 Disclosure of information and communication As a rule, the supervisory boards of Tallinna Sadam’s wholly-held subsidiaries have three members. At the end of 2024, the members of the supervisory board of TS Shipping were Valdo Kalm (chairman), Andrus Ait and Rene Pärt. The management board of TS Shipping has two members and at the reporting date the members were Vahur Ausmees (chairman) and Damir Utorov. At 31 December 2024, the members of the supervisory board of TS Laevad were Valdo Kalm (chairman), Andrus Ait and Rene Pärt. The management board of TS Laevad has three members and at the reporting date the members were Indrek Randveer (chairman), Guldar Kivro and Katrin Aron. At 31 December 2024, the members of the supervisory board of Green Marine, an associate of Tallinna Sadam, were Valdo Kalm (chairman), Andrus Ait, Margus Vihman, Carl-Jüri Piht and Innar Susi. The management board of the associate has two members and at the reporting date they were Indrek Kajakas (chairman) and Aivar Sülla. The management and supervisory boards work closely together in developing and implementing the goals and strategy of Tallinna Sadam. The two boards mainly exchange information at the meetings of the supervisory board and the audit committee. The management board follows the strategic instructions of the supervisory board and informs the supervisory board of any significant risks and other matters arising in the course of business that may affect the financial performance and the achievement of the goals of Tallinna Sadam. At its meetings, the supervisory board is regularly informed about the Group’s operating and financial results. Since the listing of the Tallinna Sadam shares on the Nasdaq Tallinn Stock Exchange on 13 June 2018, Tallinna Sadam observes the rules of the stock exchange and the requirements of the EU Market Abuse Regulation and discloses information in accordance with the principle of fair and equal treatment of all investors and the rules for handling and disclosing inside information. The main information channels of Tallinna Sadam are stock exchange announcements, press releases, the corporate website www.ts.ee/en and social media channels (LinkedIn, Facebook). The website includes, among other things, general information on the company’s governance, strategy, dividend policy, the current year’s financial calendar with the dates on which the operating results and financial statements are released, quarterly operational statistics, and interim and annual reports. The management board of Tallinna Sadam presents the company’s results on a quarterly basis at interactive webinars (on the disclosure of an interim report). The recordings and presentations of the webinars are available on the website. We organised four webinars in English and Estonian for investors in 2024 to present our interim reports. In April, the annual general meeting was held in person, and the shareholders could vote in advance in writing. The resolutions of the general meeting and the reports of the supervisory board are available on the website of Tallinna Sadam at www.ts.ee/en. We organise investor meetings as required and requested by investors. When communicating with investors and analysts, we only use previously disclosed information. In 2024, investor meetings were held in Tallinn and Vienna, as well as via online channels. Our marketing and communication activities focus not only on investor relations, but also on direct communication with various target and stakeholder groups, multidirectional information exchange and building a brand image, which is a key factor in the implementation of our business strategy. As a responsible company, we adhere to the principles of openness, integrity and ethical conduct in our messages as well as our marketing and communication activities.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL 7. Corporate Governance 71 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). 7.10 Financial reporting 7.11 Statement of compliance with the CGR The preparation of financial statements is the responsibility of the company’s management board. The consolidated financial statements are prepared in accordance with the Estonian Accounting Act and International Financial Reporting Standards as adopted by the European Union (IFRS EU). The auditor of Tallinna Sadam is AS PricewaterhouseCoopers (PwC) and the signatory of the independent auditors’ report is Jüri Koltsov. The contract with the auditor was signed in 2023 for a period of two years (for the audit of the annual reports for 2023 and 2024) and can be extended for the audit of the annual report for 2025. The audit firm has not provided any services to the company that could compromise the auditor’s independence. In 2024, the fees paid or payable for services provided by all audit firms totalled EUR 116 thousand (2023:
EUR 102 thousand).
In 2024, the fees paid or payable for audit services provided by the appointed
auditor totalled EUR 76 thousand (2023: EUR 76 thousand). In addition, the Group paid EUR 1 thousand (2023: EUR 14 thousand) to PwC for other services (financial training). Other audit firms have provided the Group with the services of translating its financial reports, conducting expert analysis of IT solutions and auditing external financing projects.
Tallinna Sadam complies with the Corporate Governance Recommendations (CGR) except for section 6.2.2: CGR section 6.2.2 – Before entering into a contract with an auditor for audit services, the management board shall submit the draſt of the contract to the supervisory board for approval. /…/ The management board of Tallinna Sadam does not consider it necessary to have the draſt contract for audit services approved by the supervisory board, as the auditor is selected through a public tender. The contract is signed based on the result of the tender and all significant terms and conditions of the contract (including the terms for the qualification of the bidders and the evaluation of the bids, the term of the contract and the scope of the work) are agreed with the audit committee, which advises the supervisory board, before the tender is announced. We organise the rotation of auditors in accordance with the guidelines of the Estonian Financial Supervision and Resolution Authority on the rotation of the auditors of certain entities subject to public financial supervision, thus ensuring the independence of the auditor.
REMUNERATION REPORT
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Tasustamisaruanne 73 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Under section 135 3 of the Securities Market Act, listed companies are required to publish a report on the remuneration paid to the members of the management board during the reporting period and on the compliance of the remuneration with the remuneration policy. In 2021, the supervisory board of Tallinna Sadam set up a four-member remuneration committee (see section 7.4 of the management report), which has the following main responsibilities: determining the competence profile of the management board based on the company’s strategy; developing and updating the remuneration policy for the members of the management board and monitoring compliance with the policy; making proposals to the supervisory board for the election and remuneration of the members of the management board. The remuneration committee has developed the remuneration policy for the supervisory board and the management board, which was approved by the annual general meeting of 2022. Remuneration of the management board The remuneration of a member of the management board is determined on the basis of the board member’s level of responsibility, duties, professional skills, experience and education which are relevant to the operations and the achievement of the goals of Tallinna Sadam. The remuneration of the members of the management board is reviewed in the light of developments in the salary market and the company’s performance. Fixed basic remuneration: Monthly remuneration in accordance with the contract signed with the member of the management board Holiday pay in accordance with the contract signed with the member of the management board: annual leave of 28 days and winter leave of 7 days Sickness benefits in accordance with health insurance laws Performance-related remuneration: Variable remuneration for the achievement of the company’s annual goals, which are set in accordance with the principles of the performance management system. The remuneration committee assesses the achievement of the goals of the members of the management board and makes a proposal to the supervisory board once a year, before the approval of the annual report, regarding the payment of performance-related remuneration (a bonus). Other benefits: Training Business travel related benefits Technical support (a phone, a car, other work equipment) Directors and officers liability insurance Termination benefits Compensation for non-compete obligations The short-term bonus programme is based on the performance management system for the members of the management board and employees to monitor the achievement of strategic goals. In accordance with the performance management system, the Group’s three to six primary goals (revenue, adjusted EBITDA, customer satisfaction, annualised total shareholder return and the implementation of key projects, including sustainable development projects) and some individual secondary goals (operating volumes, business projects, changes in processes, etc.) are set on an annual basis and the achievement of the goals determines the rate of a person’s performance-related remuneration (the bonus). As a rule, 60% of a management board member’s (or an employee’s) performance-related bonus depends on the achievement of the Group’s goals (the primary goals) and 40% depends on the achievement of individual goals (the secondary goals). The supervisory board sets the goals for the management board and assesses the achievement of these goals once a year, during the approval of the annual report for the financial year, based on the proposals of the remuneration committee. Due to the restrictions set out in the State Assets Act, Tallinna Sadam has no long-term bonus programmes and the short-term bonus programme is not linked to Tallinna Sadam’s shares.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Tasustamisaruanne 74 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Remuneration provided to the members of the management board for 2024 In thousands of euros Term of office Basic remuneration Performance- related bonus Other benefits TOTAL Share of fixed remuneration Valdo Kalm, Chairman of the Management Board 1 Mar. 2016 – 28 Feb. 2027 160 51 23 234 68% Margus Vihman, Member of the Management Board, CCO 1 Nov. 2016 – 31 Oct. 2027 125 40 21 186 67% Andrus Ait, Member of the Management Board, CFO 21 Feb. 2022 – 20 Feb. 2027 111 36 15 162 69% Rene Pärt, Member of the Management Board, CBDO 1 May 2024 – 30 Apr. 2029 62 23 23 109 57% Total 458 150 82 690 65% The limits on additional remuneration and termination benefits for the members of the manage- ment board are set out in section 86 (subsections 2 and 3) of the State Assets Act. Accordingly, the total additional remuneration paid to a member of the management board of Tallinna Sadam may not exceed four times the average monthly remuneration paid to the member of the management board in the previous financial year and the termination benefits paid to a member of the management board may not exceed the management board member’s three months’ remuneration at the time the contract is terminated. The basis and amount of the additional remuneration must be objective and justified, taking into account the achievement of the goals for the period, the value added to the company and the market position. Based on the service contracts in force, at 31 December 2024 Tallinna Sadam was obligated to pay the members of the management board termination benefits equal to three months’ remuneration if the members of the management board were removed from office without due cause. A member of the management board is only entitled to termination benefits if Tallinna Sadam terminates the service contract without due cause, which means that no termination benefits will be paid if the member of the management board breaches the contract. Based on a reasoned decision of the supervisory board, the company may pay a member of the manage- ment board compensation equal to 50% of the board member’s monthly remuneration for a period of 12 months aſter the expiry of the term of office of the board member for compliance with the non-compete clause. The members of the management board are not remunerated for participation in the work of the supervisory boards of the Group’s subsidiaries and associates. According to the decision of the supervisory board of Tallinna Sadam of 12 February 2025, the members of the management board will receive performance-related bonuses for the achievement of the goals set for 2024 in the amount of 3.84 times the monthly remuneration of the members of the management board, which is 96% of the maximum possible performance-related bonus (which is four times the monthly remuneration of a board member). Rene Pärt, who became a member of the management board in 2024, will receive a performance- related bonus in proportion to the time worked as a board member plus a bonus for the goals achieved while working as chief business development officer from 1 January 2024 to 30 April 2024. 56% (maximum 60%) of the Group’s primary goals (revenue, adjusted EBITDA, customer satisfaction, annualised total shareholder return, and the implementation of key projects, including sustainable development projects) and 40% (maximum 40%) of the individual secondary goals of the management board (implementing the strategy, initiating growth projects and maintaining the level of the employee engagement index) were achieved. In total, 96% of the goals were achieved. Performance-related bonuses will be paid to the members of the management board aſter the supervisory board has approved the Group’s annual report for 2024. In 2024, no variable remuneration was reclaimed from the members of the management board and the remuneration was paid in accordance with the remuneration policy in force without exception.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Tasustamisaruanne 75 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Adjusted EBITDA (mEUR) Average remuneration of full-time employee CFO until 10.2021 (Marko Raid) CFO from 02.2022 (Andrus Ait) CCO (Margus Vihman) CBDO from 05.2024 (Rene Pärt) CEO (Valdo Kalm) 300 250 200 150 100 50 0 100 75 60 45 30 15 0 remuneration, EUR thousand 2020 2021 2022 2023 2024 EBITDA, EUR million Comparison of annual remuneration * and performance * The remuneration presented in the chart comprises accrual-based basic remuneration and performance-related bonuses. The average remuneration of full-time employees has been calculated based on the remuneration of the parent company’s employees. 149 134 191 49 33 150 190 120 56 27 174 122 137 54 24 58 142 116 111 23 53 211 147 165 86 32
CONSOLIDATED FINANCIAL STATEMENTS
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Consolidated Financial Statements 77 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In thousands of euros Note 31 December 2024 31 December 2023 ASSETS Current assets Cash and cash equivalents 7 17,213 29,733 Term deposits with maturities of more than 3 months 7 22,000 0 Trade and other receivables 8 12,512 12,118 Inventories 695 550 Total other current assets 52,420 42,401 Non-current assets held for sale 11 4,190 0 Total current assets 56,610 42,401 Non-current assets Investments in an associate 9 2,664 2,177 Other long-term receivables 8 0 163 Investment properties 10 14,069 14,069 Property, plant and equipment 11 554,280 545,271 Intangible assets 12 2,238 2,083 Total non-current assets 573,251 563,763 Total assets 629,861 606,164 In thousands of euros Note 31 December 2024 31 December 2023 LIABILITIES Current liabilities Loans and borrowings 17 12,185 15,831 Provisions 14 1,771 1,311 Government grants 18 22,146 7,344 Taxes payable 16 906 876 Trade and other payables 15 7,780 9,492 Total current liabilities 44,788 34,854 Non-current liabilities Loans and borrowings 17 172,650 157,566 Government grants 18 31,995 33,075 Other payables 15 2,815 3,010 Total non-current liabilities 207,460 193,651 Total liabilities 252,248 228,505 EQUITY Share capital 263,000 263,000 Share premium 44,478 44,478 Statutory capital reserve 23,304 22,858 Retained earnings 46,831 47,323 Total equity 19 377,613 377,659 Total liabilities and equity 629,861 606,164 Consolidated Financial Statements Consolidated statement of financial position
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Consolidated Financial Statements 78 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In thousands of euros Note 2024 2023 Revenue 3, 20 119,587 116,646 Other income 22 1,737 2,208 Operating expenses 21 40,427 41,403 Impairment of financial assets 805 1,145 Personnel expenses 21 25,722 25,214 Depreciation, amortisation and impairment 11 24,833 25,389 Other expenses 389 1,073 Operating profit 29,148 24,630 FINANCE INCOME AND COSTS Finance income 900 1,237 Finance costs 23 8,257 7,435 Finance costs — net 7,357 6,198 Share of profit of an associate accounted for under the equity method 9 487 435 Profit before income tax 22,278 18,867 Income tax expense 19 3,125 2,985 Profit for the period 19,153 15,882 Basic and diluted earnings per share (in euros) 19 0.07 0.06 Consolidated statement of comprehensive income
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Consolidated Financial Statements 79 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In thousands of euros Note 2024 2023 Cash receipts from sale of goods and services 126,612 124,344 Cash receipts related to other income 45 272 Payments to suppliers 50,431 52,911 Payments to and on behalf of employees 23,864 24,165 Payments for other expenses 304 317 Income tax paid on dividends 19 3,325 3,264 Cash from operating activities 48,733 43,959 Purchases of property, plant and equipment 26 38,981 17,946 Purchases of intangible assets 26 599 799 Proceeds from sale of property, plant and equipment 17 28 Government grants received 15,317 0 Dividends received 9 0 357 Interest received 804 1,179 Net change in term deposits with maturities of more than 3 months 7 22,000 0 Cash used in investing activities 45,442 17,181 Redemption of debt securities 17 7,650 7,650 Loans received 17 30,000 0 Repayments of loans received 17 10,466 8,266 Dividends paid 19 19,000 19,012 Interest paid 17 8,655 6,494 Other payments related to financing activities 40 10 Cash used in financing activities 15,811 41,432 Net cash flow 12,520 14,654 Cash and cash equivalents at beginning of period 7 29,733 44,387 Change in cash and cash equivalents 12,520 14,654 Cash and cash equivalents at end of period 7 17,213 29,733 Consolidated statement of cash flows
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Consolidated Financial Statements 80 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In thousands of euros Note Share capital Share premium Statutory capital reserve Retained earnings Total equity attributable to owners of the Parent Equity at 31 December 2022 263,000 44,478 22,115 51,383 380,976 Profit for the period 0 0 0 15,882 15,882 Total comprehensive income for the period 0 0 0 15,882 15,882 Dividend declared 19 0 0 0 19,199 19,199 Total transactions with owners 0 0 0 19,199 19,199 Increase of capital reserve 0 0 743 743 0 Equity at 31 December 2023 263,000 44,478 22,858 47,323 377,659 Profit for the period 0 0 0 19,153 19,153 Total comprehensive income for the period 0 0 0 19,153 19,153 Dividend declared 19 0 0 0 19,199 19,199 Total transactions with owners 0 0 0 19,199 19,199 Increase of capital reserve 0 0 446 446 0 Equity at 31 December 2024 263,000 44,478 23,304 46,831 377,613 Consolidated statement of changes in equity
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 1 81 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
The Group’s subsidiaries as at 31 December 2024 and 31 December 2023: Subsidiary Domicile Ownership interest (%) 2024 Ownership interest (%) 2023 Core business line OÜ TS Shipping Republic of Estonia 100 100 Providing icebreaking and other offshore support services with the multifunctional icebreaker Botnica OÜ TS Laevad Republic of Estonia 100 100 Providing domestic ferry service between Estonia’s mainland and two largest islands
Notes to the Consolidated Financial Statements
Note 1. Reporting entity AS Tallinna Sadam (also referred to as the ‘Parent’ or the ‘Company’) is a company incorporated and registered in the Republic of Estonia on 5 November 1996. The consolidated financial statements of AS Tallinna Sadam as at and for the year ended 31 December 2024 comprise the
Parent and its subsidiaries (together referred to as the ‘Group’).
The Group’s core business lines
are rendering port services in the capacity of a landlord port, organising ferry service between Estonia’s mainland and biggest islands and operating the multifunctional icebreaker Botnica.
The Group owns four harbours: Old City, Saaremaa, Muuga, and Paldiski South. Old City Harbour in the centre of Tallinn and Saaremaa Harbour that is designed for receiving cruise ships provide mainly passenger harbour services. Muuga Harbour, which is Estonia’s largest cargo harbour, and Paldiski South Harbour provide mainly cargo harbour services.
In addition, the Group has a 51% interest in the associate AS Green Marine but it does not have control of the entity’s decision-making. In the Group’s financial statements, the interest in the associate is accounted for using the equity method.
The address of the Parent’s registered office is
Sadama 25, Tallinn 15051, the Republic of Estonia
.
The ultimate controlling party of AS Tallinna Sadam is the Republic of Estonia (ownership interest of 67.03% through the Ministry of Climate).
The management board authorised these consolidated financial statements for issue on 18 March 2025. Under the Estonian Commercial Code, the annual report must also be approved by the supervisory board and the shareholders. The shareholders may decide not to approve the annual report prepared by the management board and approved by the supervisory board and may demand the preparation of a new annual report.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 82 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Note 2. Material accounting policies
Basis of preparation
The Group’s consolidated financial statements as at and for the year ended 31 December 2024 have been prepared in accordance with the Estonian Accounting Act and International Financial Reporting Standards as adopted by the European Union (IFRS).
The consolidated financial statements have been prepared on the historical cost basis except for certain financial assets and financial liabilities, which are carried at fair value.
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other relevant factors which are used to make judgements about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The management board reviews the estimates regularly and any change in an estimate is recognised prospectively or in the period the change in the estimate relates to. The most significant estimates made by management are disclosed in note 5 to these consolidated financial statements.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 83 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Application of new standards, amendments and interpretations The following new standards, amendments to standards and interpretations became mandatory for the Group on 1 January 2024. Amendments to IAS 1: Classification of Liabilities as Current or Non-current — Deferral of Effective Date (effective for annual reporting periods beginning on or aſter 1 January 2024). These amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities are non-current if the entity has a substantive right, at the end of the reporting period, to defer settlement for at least twelve months. The guidance no longer requires such a right to be unconditional. The October 2022 amendment established that loan covenants to be complied with aſter the reporting date do not affect the classification of debt as current or non-current at the reporting date. Management’s expectations whether they will subsequently exercise the right to defer settlement do not affect the classification of liabilities. A liability is classified as current if a condition is breached at or before the reporting date even if a waiver of that condition is obtained from the lender aſter the end of the reporting period. Conversely, a loan is classified as non-current if a loan covenant is breached only aſter the reporting date. In addition, the amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. ‘Settlement’ is defined as the extinguishment of a liability with cash, other resources embodying economic benefits or an entity’s own equity instruments. There is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion option is classified as an equity instrument as a separate component of a compound financial instrument. According to the Group’s assessment, the adoption of these amendments did not have a material impact on its financial statements. Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (effective for annual reporting periods beginning on or aſter 1 January 2024). In response to financial statement users’ concerns about insufficient or misleading disclosure of financing arrangements, the IASB issued amendments to IAS 7 and IFRS 7 in May 2023 to require disclosure of supplier finance arrangements. These changes require disclosure of financial arrangements with corporate suppliers that would allow users of financial statements to assess the impact of those arrangements on the company's liabilities and cash flows and the company's liquidity risk. The purpose of the additional disclosure requirements is to increase the transparency of suppliers' financial arrangements. The changes do not affect the recognition or measurement principles, only the disclosure requirements. According to the Group’s assessment, the adoption of these amendments did not have a material impact on its financial statements.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 84 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
New standards, amendments to standards and interpretations issued Certain new standards, amendments to standards and interpretations have been issued that are mandatory for the Group’s annual periods beginning on or aſter 1 January 2025 and which the Group has not adopted early. Amendments to the Classification and Measurement of Financial Instruments — Amendments to IFRS 9 and IFRS 7 (effective date not yet adopted by the EU). On 30 May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to: (a) clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; (b) clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; (c) add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environmental, social and governance (ESG) targets); and (d) update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). According to the Group’s assessment, the amendments may affect the disclosures in its financial statements, when initially applied. IFRS 18 Presentation and Disclosure in Financial Statements (effective date not yet adopted by the EU). In April 2024, the IASB has issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to: the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management- defined performance measures); and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. IFRS 18 will apply to reporting periods beginning on or aſter 1 January 2027 and also applies to comparative information. According to the Group’s assessment, the standard may affect the disclosures in its financial statements, when initially applied.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 85 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Basis of consolidation
The consolidated financial statements comprise the financial statements of AS Tallinna Sadam and its subsidiaries, consolidated line by line.
In the consolidated financial statements, investments in associates are accounted for using the equity method.
Revenue The Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. The Group does not have contracts with customers where the expected length of time between when the Group transfers the promised services and the customer pays for those services exceeds one year. Accordingly, the Group does not adjust the transaction price for the time value of money. The Group recognises the following major types of revenue from contracts with customers: Vessel dues Cargo charges Passenger fees Sale of electricity Sale of ferry services Sale of other services Revenue is measured based on the consideration specified in a contract with a customer and it excludes amounts collected on behalf of third parties. Vessel dues Vessel dues are calculated and collected either aſter each port call or twice a month and consist of the following: tonnage charge (on the basis of the gross tonnage of the vessel for each port call of the vessel); waste fee (on the basis of the gross tonnage of the vessel for each port call of the vessel; in the case of ferries, for one port call per day); mooring charge (for each mooring operation based on the gross tonnage of the vessel). An entrance of a vessel into any of the Group’s harbours is considered a port call. Vessel dues are charged for each port call. Tonnage charges are fees charged from customers, i.e. shipping companies, in exchange for a vessel’s entry into any of the Group’s harbours and the use of a quay (tonnage service). Waste reception and mooring services are rendered in exchange for waste fees and mooring charges. A contract with a customer can either include a vessel schedule in which a number of port calls is determined in advance or it may be a contract for a non-recurring tramp vessel call. Tonnage service, and waste reception and mooring services, when elected, form separate performance obligations. Additionally, the Group grants volume discounts on tonnage service to certain types of vessels based on the accumulated number of port calls by the vessel during the calendar year. Such volume discounts represent options to purchase additional tonnage service in the future (but only up to the end of the calendar year) at a discount, thus granting a material right to the customer. Therefore, each port call that contributes to the cumulative number of port calls, and hence to probable future discounts on tonnage service, consists of two to four performance obligations — (1) tonnage service, (2) grant of an option to the customer to acquire discounted tonnage service in the future, (3) waste reception (if elected), and (4) mooring service (if elected).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 86 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
To estimate the amount of variable consideration for cargo charges, the Group uses the most likely amount method. The most likely amount is measured by reference to minimum contractual cargo volumes as well as actual and expected cargo volumes, which requires estimates and judgments by management. These estimates are complex because cargo volumes fluctuate. The estimates of variable consideration are revised at each reporting date. As cargo operators simultaneously receive and consume access to infrastructure, revenue from cargo charges is recognised over time using a time-based measure of progress because customers derive the benefits of their access equally throughout the duration of the contract. Passenger fees Passenger fees are charged in exchange for services provided to passengers embarking and disembarking at the harbour, such as the use of passenger terminals, connecting walkways, traffic areas, etc. The fees are paid by the customer, i.e. the ferry operator, based on the actual number of passengers (no fee is charged for passengers under 12 years). Passenger fees are based on a public price list, which sets out the rates, and fees are collected aſter each port call or twice a month. Revenue from passenger fees is recognised over time, as the service is delivered to the customer (as the passengers arrive at or depart from the harbour), which typically happens in a single day. Sale of electricity The Group derives revenue from the sale of electricity and network services. Fees from the sale of electricity and network services are collected monthly, in the month following the month of consumption. Prices are fixed per unit of electricity consumed. As the customers simultaneously receive and consume the benefits provided, the delivery of these services takes place over a period of time. The Group is responsible for maintaining the electricity network required to deliver electricity to customers and has full discretion to establish network prices. Thus, it acts as a principal in providing this service. For tramp vessels and vessels visiting the port based on a pre-agreed schedule but without the right to receive prospective volume discounts, the transaction price is based on public or agreed prices and conditions and is allocated entirely to the tonnage service based on its stand-alone selling price. For vessels visiting the port based on a pre-agreed schedule and having the right to receive a prospective volume discount, the transaction price is allocated between the tonnage service and the option to purchase discounted tonnage service based on the estimated total number of port calls by that vessel during the calendar year. The estimates for the number of total port calls for each vessel are reassessed at each reporting date. Revenue from tonnage service is recognised over time, as the vessels use the quay during each port call, using a time-based measure of progress because the customer receives the benefit of the tonnage service equally throughout the port call. Similarly, revenue from waste reception and mooring services is recognised over time, as those services are performed. Revenue from options to acquire future discounted tonnage service is recognised over time, as the options are exercised and the discounted tonnage service is used by the customers. Cargo charges Cargo charges are levied for using the general harbour infrastructure. Contracts with customers, i.e. cargo operators, are normally signed for 20 to 50 years but sometimes for a longer period. Cargo charges are normally calculated and collected monthly based on the cargo volumes handled by the cargo operator during the period. The Group’s performance obligation is to provide the cargo operator with access to the harbour infrastructure throughout the duration of the contract. The performance obligation is made up of a series of distinct services that are considered a single performance obligation over the duration of the contract. Revenue from cargo charges charged from a customer is based on the cargo handling tariff(s) stipulated in the contract, which generally decrease based on the cargo volume handled by the cargo operator within a calendar year. The agreements signed with cargo operators generally set out a minimum annual cargo volume. If the cargo operator handles less than the minimum, the Group is entitled to charge the customer at the end of the calendar year based on the minimum cargo volume.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 87 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Charter fees Charter revenue is derived under time charter agreements, which specify the charter period (the period for which the vessel is rented out) and the consideration receivable (normally a fixed rate per day). Charter income is recognised on a straight-line basis over the term of the charter period. Sale of ferry services — government support Government grants received by the Group include public transport support received for operating ferries at the fee rates stated in the public service contract for passenger transport (PSCPT) minus revenue from ticket sales (the item Sale of ferry services — revenue from ticket sales). Government support for PSCPT comprises fixed fee components and a trip (voyage) component, which make up the total PSCPT fee. The fixed components are recognised on a straight-line basis over the term of the PSCPT and the trip component is recognised based on the number of trips made during the period. Revenue recognised from the sale of passenger and/or vehicle tickets during a reporting period is deducted from the total PSCPT fee and the difference is recognised and paid out as government support for public transport (a government grant).
Financial instruments Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets and deducted from the fair value of the financial liabilities on initial recognition. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
When connecting to the electricity network, customers pay a connection fee based on the expenses incurred in enabling connection to the network. The connection service does not represent a separate performance obligation as the customer does not benefit from this service separately from the consumption of electricity. Therefore, connection fees form part of the consideration for electricity and are recognised as revenue over the estimated period during which customers consume electricity. Amounts received for connection fees not yet included in revenue are recognised in the statement of financial position as contract liabilities. Sale of ferry services — revenue from ticket sales The Group earns revenue from the sale of tickets to domestic ferry routes operated by it. Consideration is received when a ticket is sold (for customers who do not buy tickets against their credit limit or prepayment), when a prepayment is received or once a month (based on the ticket, in the month following the month in which the ferry service was used). Ticket prices are fixed and set by the state. No volume or other discounts are granted. Revenue from ticket sales is recognised over time, as the ferry transfers the passengers and/or vehicles, which happens in a single day, or at the time when the ticket expires. Consideration for tickets sold to trips not yet performed is deferred and recognised as a contract liability within current liabilities. Income from additional services (ticket information sent by SMS, return of tickets and similar services) is recognised when the service has been rendered. Revenue from other sources
Lease income Lease income is earned from operating leases and recognised on a straight-line basis over the lease term. Lease income includes consideration for the rights of superficies (building rights) and the lease of non-residential space.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 88 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Financial liabilities
All financial liabilities are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method (trade and other payables and loans and borrowings) or at fair value through profit or loss (negative value of interest rate swaps).
Financial liabilities are classified as current when they are due to be settled within 12 months aſter the reporting date or if the Group does not have an unconditional right to defer settlement for more than 12 months aſter the reporting date. Loans and borrowings that the lender has the right to recall at the reporting date due to a breach of contract terms are also classified as current.
Inventories Inventories are measured at the lower of cost and net realisable value. Cost is determined using the first in, first out (FIFO) method.
Investment properties Investment properties are accounted for using the cost model, i.e. they are measured at cost less any accumulated depreciation and any impairment losses.
Plots of land classified as investment properties are not depreciated.
Financial assets Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at fair value through other comprehensive income and lease receivables. The amount of expected credit losses (ECLs) is updated at each reporting date to reflect changes in credit risk since the initial recognition of the financial instrument.
The Group applies the simplified approach provided in IFRS 9 for recognising lifetime ECLs for trade receivables and lease receivables (see note 4).
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events: significant financial difficulty of the issuer or the borrower; a breach of contract, such as a default or past due event; a lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, has granted to the borrower a concession that the lender would not otherwise consider; it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or the disappearance of an active market for that financial asset because of financial difficulties. Irrespective of the above, the Group considers that a default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Write-off policy The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counter- party has been put into liquidation or declared to be bankrupt and the Group’s management estimates that collection is improbable. Financial assets written off may still be subject to enforce- ment activities under the Group’s recovery procedures, with the assistance of legal advice where appropriate. Any recoveries of amounts previously written off are recognised in profit or loss.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 89 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Property, plant and equipment
Cost The Group’s items of property, plant and equipment include vessels (an icebreaker and ferries), which are subject to periodic major overhauls (dry-dockings) during their useful lives (normally at intervals of 2.5–5 years). Vessels are accounted for using the component approach, whereby at initial recognition and subsequently (a) the non-physical component that represents a major overhaul is identified, (b) the cost of the non-physical component is estimated (if possible, by reference to current market prices), (c) the non-physical component is depreciated separately over its useful life (i.e. the dry-docking component separately from the vessel), and (d) the remaining carrying amount of a non-physical item is derecognised when the next overhaul (dry-docking) is performed and the new non-physical component is recognised.
Depreciation Depreciation of an item of property, plant and equipment is calculated on the difference between cost and residual value over the estimated useful life of the asset using the straight-line method. The value of vessels at the end of their period of use (residual value) is equal to the value of scrap metal. Based on management’s estimates and standard practice in the shipping sector, a vessel’s two significant parts — the vessel itself and dry docking expenses – that have different useful lives are depreciated separately. The estimated useful lives of items of property, plant and equipment are as follows: Quays and berths — 10–50 years Dredging areas in port basins — 20 years Buildings, structures and facilities — 5–50 years Plant and equipment — 3.3–10 years Vessels — 10–25 years Capitalised dry docking costs — 2.5–5 years Other items of property, plant and equipment — 2–10 years Land is not depreciated.
Intangible assets
The expected useful life of intangible assets (computer soſtware) used by the Group is 5 years.
Impairment of non-financial assets At each reporting date, the Group assesses whether there is any indication that its non-financial assets may be impaired. The Group assesses impairment indicators from both external and internal sources, including significant changes in the global market, specifically as they relate to the political environments of neighbouring countries such as Russia and Finland, significant changes in global trade in oil and other liquid bulk cargo as well as dry bulk cargo, significant changes in the travel industry, and significant changes in weather patterns that could impact the use of the Group’s multifunctional icebreaker. Non-financial assets include property, plant and equipment and intangible assets. Impairment losses can be estimated for an individual asset or a group of assets (a cash-generating unit). A cash-generating unit is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If there is indication of impairment, the recoverable amount of the asset is assessed and compared to its carrying amount in the statement of financial position. An impairment loss is recognised in the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Value in use is determined using discounted cash flow projections that are based on financial estimates reviewed by management and made for a period corresponding to the expected lifespan of the asset, but normally not more than 50 years. The amount of the impairment loss of a cash generating unit is allocated to more significant non-current assets of the unit on a pro rata basis so that their value does not fall below their fair value less cost of disposal. Impairment losses are recognised as an expense in the period in which they are incurred. Assets that have been previously written down to their recoverable amount are reviewed at each reporting date to assess whether there is any indication that an impairment loss recognised in a prior period may no longer exist or may have decreased. A reversal of an impairment losses is recognised in the statement of comprehensive income as a reduction of impairment losses on non-current assets.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 2 90 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Corporate income tax The corporate income tax rate in Estonia was 20% until 31 December 2024 (the amount of tax payable was calculated as 20/80 of the net distribution). Since 2019, regular dividend distributions were subject to a lower, 14% tax rate (the amount of tax payable was calculated as 14/86 of the net dividend). The lower tax rate applied to dividends and other profit distributions to an extent not exceeding the three preceding years’ average amount of dividend and other profit distributions and distributions of equity on which tax had been paid. In accordance with the Estonian Income Tax Act, corporate earnings (profit for the financial year) are not subject to income tax. Income tax is paid on dividends, fringe benefits, giſts, donations, non-business expenditures and transfer price adjustments. The tax rate for profit distributions is 22% (the amount of tax payable is calculated as 22/78 of the net payment). Under certain circumstances, dividends received can be redistributed without additional income tax expense. The tax exemption applies when the company redistributing a dividend received had at least a 10% interest in the company from which the dividend was received at the time the dividend was received. The lower, 14% income tax rate for regular dividend distributions (14/86 of the net dividend) has been abolished effective from 1 January 2025. Dividends taxed at a lower rate that have been received before the above date can be redistributed in accordance with a transitional provision. Income tax payable on dividends is recognised as income tax expense in the statement of comprehensive income and an income tax liability in the statement of financial position in an amount calculated on the planned dividend.
Deferred tax is recognised for the post-acquisition undistributed profits of subsidiaries and associates and the post-acquisition changes in other reserves unless the Group can control the subsidiary’s dividend policy and it is probable that the temporary difference will not reverse in the foreseeable future through dividends or otherwise. Since the Group is able to control its subsidiaries’ dividend policy and to block, where necessary, the profit distribution decisions of the associate AS Green Marine, it is able to control the timing of the reversal of the temporary differences associated with those investments. If the Parent has decided not to distribute the profit of the subsidiaries and the associate in the foreseeable future, it will not recognise any deferred tax liability. If the Parent assesses that a dividend will be distributed in the foreseeable future, a deferred tax liability will be recognised for the planned profit distribution, assuming that at the reporting date there are sufficient funds and equity from which profit can be distributed in the foreseeable future.
The maximum income tax liability that would arise if all of the unrestricted equity were distributed as dividends is disclosed in note 19 to the financial statements. A security tax of 2% will apply to a resident company’s profit before tax for the financial year starting from 1 January 2026. In the case of a group that prepares consolidated financial statements, the tax will apply to the parent company’s unconsolidated profit recognised in the parent company’s income statement.
Government grants Government grants related to assets
Government grants related to the acquisition of assets are presented in the statement of financial position by setting up the grant as non-current deferred income (a non-current liability), which is recognised in profit or loss on a systematic basis over the useful life of the asset. Assets acquired through government grants are initially recognised at full cost (i.e. using the gross method). An acquired asset is depreciated and the liability arising from the government grant is recognised in other income over the estimated useful life of the acquired asset.
Liabilities arising from grants related to non-depreciable assets (e.g. land) are recognised as income when the asset is ultimately retired or sold. Government grants related to domestic ferry service Government grants received in support of providing domestic ferry service are presented in the statement of comprehensive income within Revenue. According to the public service contract for passenger transport, the Group is paid the difference between the revenue calculated on the basis of the contract and revenue from ticket sales. As there are no other conditions besides the provision of ferry service, the grants are recognised as revenue as received. The policies for the recognition of income from government grants related to domestic ferry service are described in this note in the section ‘Sale of ferry services – government support’.
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Cash and cash equivalents Cash and cash equivalents recognised in the statements of financial position and cash flows comprise cash on hand, current account balances, funds that have not yet been transferred to the current account by cash-in-transit service providers or other payment intermediaries, and term deposits with original maturities of up to three months from the date of acquisition.
Statement of cash flows The statement of cash flows has been prepared using the direct method.
Related party transactions For the purposes of these consolidated financial statements, related parties include the members of the supervisory and management boards of Group companies and their close family members, companies under the control or significant influence of the above persons, associates, government agencies, and companies under the control or significant or indirect influence of the Republic of Estonia.
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Note 3. Operating segments
Services from which segment revenue is derived The Group’s business activities are organised and managed based on its core business lines. The information used by the chief operating decision maker to make decisions about resources to be allocated and assess segment performance focuses on the Group’s core business lines. The Group’s chief operating decision maker is the management board. No operating segments have been aggregated in presenting reportable segments. The Group’s reportable segments under IFRS 8 are: Passenger harbours Cargo harbours Ferry Other Passenger harbours segment comprises the rendering of port services in the capacity of a landlord port in the harbours belonging to the Group that are focused on providing services to passengers — Old City Harbour and Saaremaa Harbour. The segment’s revenue includes all revenues of these harbours, consisting primarily of vessel dues collected from ferries and cruise ships, and passenger fees charged for using the buildings and structures designed for providing services to passengers and their vehicles. It also includes other revenue generated by harbours mainly involved in providing services to passengers and ferries such as lease income for leasing out premises (office and commercial premises), cargo charges, sale of electricity and various other services. Expenses related to this segment are primarily the costs incurred in these harbours in connection with the revenue generating activities outlined above. Expenses also include corporate expenses, which are allocated based on the ratio of revenue from this segment to total revenue from harbour operations (the Passenger harbours and Cargo harbours segments combined). All corporate operating expenses are fully allocated to the Passenger harbours and Cargo harbours segments as the provision of landlord port operations is the main activity of the corporate head office (the port authority). Cargo harbours segment comprises the rendering of port services in the capacity of a landlord port in the harbours belonging to the Group that are focused on cargo handling – Muuga Harbour and Paldiski South Harbour. The segment’s revenue includes all revenues of these harbours, consisting primarily of revenue from vessel dues for cargo vessels, revenue from cargo charges paid by cargo operators for using the harbour infrastructure, and lease income from the use of premises by cargo operators and other customers under contracts on the right of superficies and lease contracts. It also includes passenger fees and revenue from the sale of electricity and other services. Expenses related to this segment are primarily the costs incurred in these harbours in connection with the revenue generating activities outlined above. Expenses also include corporate expenses, which are allocated based on the ratio of revenue from this segment to total revenue from harbour operations (the Passenger harbours and Cargo harbours segments combined). All corporate operating expenses are fully allocated to the Passenger harbours and Cargo harbours segments as the provision of landlord port services is the main activity of the corporate head office (the port authority).
Ferry segment comprises the rendering of ferry service by the subsidiary OÜ TS Laevad between Estonia´s mainland and two largest islands, Saaremaa and Hiiumaa, under a public service contract for passenger transport signed with the state (two routes are operated). Revenue includes revenues from ticket sales to the end-users of ferry service and government support to the extent that revenue from ticket sales does not cover the contract revenue agreed for rendering the ferry service. It also includes lease income and revenue from the provision of other services collected from tenants providing commercial services to passengers on board the ferries. The segment’s expenses include all costs related to owning and operating the ferries required for the two routes. The segment’s revenue and results comprise the revenues and results of the subsidiary OÜ TS Laevad that provides the service. No corporate expenses are allocated to the Ferry segment.
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The segment Other comprises the business of the subsidiary OÜ TS Shipping that owns and operates the multifunctional icebreaker Botnica and the profit or loss on investments in an associate accounted for under the equity method. The segment’s revenues and expenses comprise the revenues and expenses of OÜ TS Shipping. No corporate expenses are allocated to the segment Other.
Segment revenues and results
Reportable segments apply the same accounting policies as the Group. Segment revenue comprises only revenue. Segment performance indicators reported to the chief operating decision maker comprise segment operating profit and adjusted segment EBITDA. Segment operating profit represents profit before finance income and costs (net), profit from investments in an associate accounted for under the equity method, and income tax expense. Adjusted segment EBITDA represents segment operating profit before depreciation and amortisation, impairment losses, amortisation of government grants received, and profit from investments in an associate accounted for under the equity method. Compared to profit for the period, adjusted segment EBITDA represents profit for the period before depreciation and amortisation, impairment losses, amortisation of government grants received, finance income and costs (net), and income tax expense.
Segment results are reported to the chief operating decision maker for making decisions about allocating resources to the segment and assessing its performance on a monthly basis.
Geographical information In 2024, the Group generated EUR 6,700 thousand, i.e. 6% of its revenue (2023: EUR 6,261 thousand, i.e. 5%) outside Estonia (in Canada and Great Britain) and 94% (2023: 95%) of its revenue in Estonia. Revenue generated outside Estonia consisted of services provided with the icebreaker Botnica (the segment Other) in Canada and Great Britain during the period May to November. All of the Group’s non-current assets with the above exception were located in Estonia. Information about major customers The Group’s total revenue of EUR 119,587 thousand (2023: EUR 116,646 thousand) includes revenue of EUR 26,814 thousand (2023: EUR 26,106 thousand) attributable to its largest customer, which is reported in the Ferry segment and the segment Other. In 2024, the Group’s second-largest customer also contributed 10% or more to the Group’s total revenue. Revenue attributable to the customer of EUR 18,880 thousand (2023: EUR 18,312 thousand) is reported in the Passenger harbours segment and the Cargo harbours segment. No other customer contributed 10% or more to the Group’s total revenue in 2024 or 2023.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 3 94 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Segment revenues and results In thousands of euros 2024 Passenger harbours Cargo harbours Ferry Other Total Vessel dues 18,794 12,734 0 0 31,528 Cargo charges 1,514 5,169 0 0 6,683 Passenger fees 11,668 219 0 0 11,887 Sale of electricity 1,552 3,057 0 0 4,609 Sale of ferry services — revenue from ticket sales 0 0 14,848 0 14,848 Sale of other services 1,351 902 117 297 2,667 Operating lease income 2,999 9,878 1,270 0 14,147 Charter fees 0 0 0 11,914 11,914 Sale of ferry services — government support 0 0 21,304 0 21,304 Total segment revenue * (note 20) 37,878 31,959 37,539 12,211 119,587 Adjusted segment EBITDA 19,854 14,148 15,490 3,642 53,134 Depreciation and amortisation –7,663 –8,553 –5,505 –2,612 –24,333 Impairment losses (notes 11 and 12) 0 –245 –255 0 –500 Amortisation of government grants received (note 18) 581 753 0 0 1,334 Share of profit of an associate accounted for under the equity method 0 0 0 –487 –487 Segment operating profit 12,772 6,103 9,730 543 29,148 Finance income and costs, net –7,357 Share of profit of an associate accounted for under the equity method 487 Income tax expense (note 19) –3,125 Profit for the period 19,153 * Total segment revenue represents revenue from external customers and excludes inter-segment revenue of EUR 185 thousand and EUR 2 thousand for the Passenger harbours and the Cargo harbours segments, respectively, which was eliminated during consolidation.
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Segment revenues and results In thousands of euros 2023 Passenger harbours Cargo harbours Ferry Other Total Vessel dues 19,072 12,353 0 0 31,425 Cargo charges 1,568 4,889 0 0 6,457 Passenger fees 11,284 200 0 0 11,484 Sale of electricity 1,370 3,137 0 0 4,507 Sale of ferry services — revenue from ticket sales 0 0 14,729 0 14,729 Sale of other services 1,315 547 86 185 2,133 Operating lease income 2,924 9,625 1,178 0 13,727 Charter fees 0 0 0 11,544 11,544 Sale of ferry services — government support 0 0 20,640 0 20,640 Total segment revenue * (note 20) 37,533 30,751 36,633 11,729 116,646 Adjusted segment EBITDA 19,590 11,257 15,304 3,019 49,170 Depreciation and amortisation –7,819 –8,505 –5,504 –2,634 –24,462 Impairment losses (notes 11 and 12) –596 –243 –74 –14 –927 Amortisation of government grants received (note 18) 574 710 0 0 1,284 Share of profit of an associate accounted for under the equity method 0 0 0 –435 –435 Segment operating profit/loss 11,749 3,219 9,726 –64 24,630 Finance income and costs, net –6,198 Share of profit of an associate accounted for under the equity method 435 Income tax expense –2,985 Profit for the period 15,882 * Total segment revenue represents revenue from external customers and excludes inter-segment revenue of EUR 257 thousand and EUR 8 thousand for the Passenger harbours and the Cargo harbours segments, respectively, which was eliminated during consolidation.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 4 96 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Note 4. Financial risk management The Group’s operations are exposed to several financial risks: market risk (incl. cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is performed by the Group’s risk management professionals in accordance with the policies approved by the management board. The management board establishes general risk management policies and the procedures for specific risk areas in writing.
Market risk Currency risk Currency risk is exposure to any future fluctuation in the fair value of the Group’s financial instruments or cash flows arising from movements in foreign exchange rates. The Group has no material liabilities or receivables denominated in any currency other than its functional currency (the euro). All outstanding long-term loans and borrowings are also denominated in euros. In 2024, 97.11% of receipts (2023: 95.8%) and 98.67% of payments (operating expenses, investments, finance costs, etc.) (2023: 98.1%) were denominated in euros. Since nearly all receipts, payments, loans and borrowings are denominated in euros, the Group is not exposed to any significant currency risk. Price risk At 31 December 2024 and the previous financial year-end, the Group’s statement of financial position did not include any investments in equity instruments exposing the Group to price risks resulting from financial instruments. Interest rate risk The Group’s interest rate risk arises from its long-term floating-rate loans and borrowings. At 31 December 2024 and at the end of the comparative period, the interest rates of loans and borrowings were not fixed using derivative instruments. Thus, 100% of loans and borrowings are exposed to interest rate risk. According to the assessment of the Group’s management, the Group’s cash flow can survive exceptional fluctuations in interest rates and the Group can bear interest rate risk without hedging it with derivative financial instruments. The Group’s exposure to interest rate risk is assessed using a sensitivity analysis which describes the impact of the interest rate risk exposure on the Group’s profit through an estimated fluctuation in the market interest rate. If the market interest rate as at 31 December 2024 had been higher/ lower by 100 basis points, i.e. 1 percentage point, the Group’s profit for the financial year and equity would have increased/decreased by EUR 1,834 thousand (31 December 2023: EUR 1,715 thousand), assuming all other variables remained constants.
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In thousands of euros At 31 December 2024 2023 Current accounts and term deposits at banks with original maturities of less than 3 months (note 7) 17,169 29,653 Term deposits with maturities of more than three months (note 7) 22,000 0 Receivables from customers * (note 8) 8,456 6,975 Other receivables (note 8) ** 152 292 Total 47,777 36,920 Credit risk Credit risk exposure mainly results from trade receivables, cash and cash equivalents and term deposits with maturities exceeding three months. At 31 December 2024, the Group’s maximum exposure to credit risk was EUR 47,777 thousand (31 December 2023: EUR 36,920 thousand). Cash and cash equivalents and term deposits with maturities of more than three months were regarded as financial assets with low credit risk at the reporting date, because they were held at reputable international banks. Customer-related credit risk exposure is reduced by requesting advance payments or bank guarantees from customers whose solvency is doubtful. Credit risk is also mitigated by performing due diligence on the customer prior to entering into any major contracts. Other methods for managing customer-related credit risk exposures include day-to-day monitoring of customers’ payment behaviour and prompt application of appropriate measures. Based on the Group’s analysis, a loss allowance for credit-impaired receivables has been recognised. Further information on the credit quality of financial assets is disclosed in note 6. Credit risk exposure from financial transactions is mitigated by using financial institutions with high credit ratings in performing investment transactions. * Impairment allowances have been deducted from receivables from customers. ** Including receivables with settlement schedules at 31 December 2023 of EUR 163 thousand.
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Cash in current accounts and deposits by rating * In thousands of euros At 31 December 2024 2023 Aa3 244 29,653 A1 26,925 0 Baa2 12,000 0 Total amount reported in cash and cash equivalents 39,169 29,653 Credit quality of financial assets The credit quality of financial assets which are neither past due nor impaired is assessed by reference to ratings provided to creditors by independent rating agencies (if available for the counterparty). At 31 December 2024, cash and cash equivalents were held at four banks with A1, Baa2 or Aa3 credit ratings and the proportions of the respective risk exposures were 68.8%, 30.6% and 0.6%. At 31 December 2023, cash and cash equivalents were held at two banks with an Aa3 credit rating (Aa3) and the proportions of the risk exposures were 99.6% and 0.4%.
Receivables not past due as at the reporting date accounted for 40.0% (2023: 57.1%) of total trade receivables. Further information on trade receivables is disclosed in note 8.
For all trade receivables, the Group recognises expected credit losses (ECL) using the simplified approach provided in IFRS 9, which permits recognising an allowance for lifetime expected credit losses. The measurement principles are described in the ‘Impairment of financial assets’ section of accounting policies (note 2).
* The remaining portion of the balance of cash and cash equivalents and term deposits with maturities of more than 3 months (EUR 44 thousand at 31 December 2024 and EUR 80 thousand at 31 December 2023) not included in the table above consists of cash on hand and in transit, i.e. funds that cash-in-transit service providers and other payment intermediaries have not yet transferred to the Group’s current accounts.
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Trade receivables — expected credit loss matrix In thousands of euros Not past due Days past due 0–30 31–60 61–90 >90 Total At 31 December 2024 Expected credit loss rate 2.9% 3.2% 3.0% 80.0% 100.0% Total trade receivables 5,124 3,564 31 14 4,076 12,809 Lifetime expected credit loss (ECL) –150 –115 –1 –11 –4,076 –4,353 8,456 At 31 December 2023 Expected credit loss rate 2.6% 1.5% 3.0% 99.8% 100.0% Total trade receivables 5,942 1,146 58 1,238 2,031 10,415 Lifetime expected credit loss (ECL) –154 –17 –2 –1,236 –2,031 –3,440 6,975
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Trade receivables — lifetime expected credit loss In thousands of euros Collectively assessed receivables not credit- impaired Credit-impaired receivables * Total At 31 December 2022 675 648 1,323 Transfer to credit impaired 0 1,811 1,811 Amounts written off as uncollectible 0 –6 –6 Amounts recovered (previously written down or off) 0 –81 –81 Reversals of prior write-downs and write-offs 0 –216 –216 Change in loss allowance due to new trade receivables 609 0 609 At 31 December 2023 1,284 2,156 3,440 Transfer to credit impaired 0 1,291 1,291 Amounts written off as uncollectible 0 –2 –2 Amounts recovered (previously written down or off) 0 –278 –278 Reversals of prior write-downs and write-offs 0 –203 –203 Change in loss allowance due to new trade receivables 31 74 105 At 31 December 2024 1,315 3,038 4,353 * Including a write-down of EUR 650 thousand (note 30) recognised in 2024 due to the counterparty’s settlement difficulties (2023: EUR 1,281 thousand). Other receivables (note 8) are assessed using the 12-month expected credit loss method. At 31 December 2024, the credit risk of those financial assets had not increased significantly and, therefore, no additional loss allowance was needed. At 31 December 2024, a major share of other receivables was made up of instalment plan receivables.
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Liquidity risk The Group manages its liquidity risk using a combination of the following solutions: available funds in current accounts, term deposits, overdraſts and other investment and working capital management solutions offered by banks, regular monitoring of cash flows and matching the maturities of financial assets and liabilities. The liquidity buffer, which is maintained and available upon short notice to be able to settle quickly the liabilities arising in the ordinary course of the Group’s business, amounts to at least EUR 5 million. The liquidity reserve comprises of cash and cash equivalents, term deposits with original maturities of less than 3 months, and overdraſts where necessary. Management uses cash flow forecasts to monitor changes in the Group’s liquidity reserve on an ongoing basis and if the reserve falls below the required level, short-term external financing in the form of various debt instruments is used. The level of the minimum liquidity reserve must be at least EUR 2 million at any time. At 31 December 2024, current assets exceeded current liabilities by EUR 11.8 million (31 December 2023: by EUR 7.5 million). The Group is generating positive net cash flow. Thus, it does not need additional financing for its daily operations. In the following liquidity analysis, the Group’s financial liabilities are grouped by contractual maturity. The balances shown in the table are contractual undiscounted cash flows, which comprise the principal and the accrued interest of interest-bearing loans and borrowings. On calculating interest accrued on interest-bearing loans and borrowings (bank loans and issued debt securities), the forward-looking yield curves of interest rate swap transactions from market information providers have been used as the basis for the Euribor forecast as follows: as at 27 January 2025 for the year-end 2024 and as at 11 January 2024 for the year-end 2023. For intra-Group management of subsidiaries’ liquidity, internal credit limits are used, if necessary. Liquidity analysis In thousands of euros Loans outstanding * Debt securities issued ** Trade and other payables Total At 31 December 2024 < 6 months 1,260 1,462 8,040 10,762 6–12 months 3,183 9,621 0 12,803 1–5 years 52,002 123,971 0 175,972 > 5 years 5,175 0 0 5,175 Total 61,619 135,054 8,040 204,713 At 31 December 2023 < 6 months 3,629 2,068 9,874 15,571 6–12 months 4,841 10,515 0 15,357 1–5 years 27,082 136,249 0 163,330 > 5 years 5,847 0 0 5,847 Total 41,400 148,832 9,874 200,106 * Comprises principal outstanding of EUR 57,066 thousand (2023: EUR 37,532 thousand) and estimated total future interest payments of EUR 4,553 thousand (2023: EUR 3,868 thousand). ** Comprises principal outstanding of EUR 126,300 thousand (2023: EUR 133,950 thousand) and estimated total future interest payments of EUR 8,754 thousand (2023: EUR 14,882 thousand).
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Note 5. Significant accounting estimates and judgements The preparation of financial statements requires the use of accounting estimates which, by definition, seldom equal actual results. Management also needs to exercise judgement in applying accounting policies. This note provides an overview of areas that involve a higher degree of judgement or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions proving inaccurate. Classification of assets leased out The Group owns land and buildings in its harbours, which it leases out to third parties under operating leases. Management has assessed whether the leased-out land and buildings should be classified as property, plant and equipment or investment property. The Group has classified all assets held to generate operating income from harbour activities by increasing cargo or passenger flows and assets related to contracts for services whereby the Group purchases intermediation of services associated with its operating activities and bears revenue risk as items of property, plant and equipment. According to the assessment of the Group’s management, the main objective of holding such assets is not to earn lease income; they are primarily held to increase revenue from operating activities. Accordingly, the main revenue related to those assets does not result from lease income. A property (an item of real estate) not in use but held for future development and not directly attributable to the Group’s operating activities, which are aimed at increasing cargo and passenger flows, or activities supporting the operating activities is recognised as an investment property. At 31 December 2024 and 31 December 2023, the total carrying amount of such assets was EUR 14,069 thousand. Useful lives of items of property, plant and equipment The Group owns a large amount of high-value infrastructure assets classified as items of property, plant and equipment that have very long estimated useful lives (up to 50 years). The useful lives of such items of property, plant and equipment are based on management’s best estimate of the period over which an asset is expected to be available for use. These estimates are based on historical experience with similar assets, because even though construction technologies evolve, the impact of new solutions on the physical and useful lives of such items of property, plant and equipment may not yet have been proved in practice. At 31 December 2024, the carrying amount of the Group’s property, plant and equipment was EUR 554,280 thousand and depreciation for the year amounted to EUR 23,914 thousand. The respective figures for 2023 were EUR 545,271 thousand and EUR 23,922 thousand (note 11). If depreciation rates were reduced by 10%, the annual depreciation charge would decrease and profit would increase by EUR 2,391 thousand (2023: EUR 2,392 thousand). The useful lives of property, plant and equipment are reviewed at each reporting date. If new estimates differ significantly from the previous ones, the changes are accounted for as changes in accounting estimates and applied prospectively.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 5 103 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Impairment of property, plant and equipment The Group assesses whether there is any indication that an item of property, plant and equipment may be impaired. If such indications exist, the recoverable amount of the asset is estimated and compared to its carrying amount in the statement of financial position. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Fair value can be derived from recent transactions conducted by the Group with similar assets or measured with the assistance of professional valuators using the market information available to them. If the fair value of an asset cannot be determined reliably or is likely to be lower, a future cash flow model is developed to calculate its value in use. Value in use calculations require estimates which are based on projections of general economic conditions, actual market trends, project-based cargo and/or passenger flows and the price level of services sold, which are used as inputs to estimate future cash flows expected to arise from the asset or cash-generating unit and to choose a suitable discount rate and growth rate to calculate present value. If circumstances change in the future, either an additional impairment loss is recognised or the previously recognised impairment loss is reversed either in part or in full. Assets are tested for impairment at the end of each reporting period when circumstances indicate that assets might be impaired or events that led to a previous write-down may have ceased to exist. Information about impairment losses is disclosed in note 11. Revenue recognition To recognise monthly and/or quarterly revenue, the Group needs to make significant estimates about the expected annual vessel calls and/or cargo volumes. Such estimates are made based on the latest information available from customers and the latest market information available to the Group. See note 2, the section ‘Revenue’ for further details. Classification of the contract for public transport service The Group owns four ferries, which it uses to provide domestic ferry service to the state (Republic of Estonia) under a public transport service contract secured through a public tender. According to the contract, the state has control of the volume and price of the ferry service the Group has to provide with its ferries. The state had the contractual option to purchase one to four of the ferries used to provide the ferry service, but on 29 September 2022 the Ministry of Economic Affairs and Communications announced that the Republic of Estonia as the customer of the ferry service did not wish to exercise the purchase option. Due to the nature of the contract terms and conditions, the government grant received may be considered part of the ticket sales revenue, which is why the Group has classified the consideration received from the state as revenue from government grants.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 6 104 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Financial assets In thousands of euros At 31 December 2024 2023 Financial assets carried at amortised cost 50,543 39,883 Cash and cash equivalents (note 7) 17,213 29,733 Term deposits with maturities of more than 3 months (note 7) 22,000 0 Trade receivables (note 8) 8,456 6,975 Other receivables (note 8) 2,874 3,175 Total financial assets 50,543 39,883
Financial liabilities In thousands of euros At 31 December 2024 2023 Financial liabilities carried at amortised cost 189,685 179,970 Trade and other payables — financial liabilities (note 15) 4,850 6,573 Loans and borrowings (note 17) 184,835 173,397 Total financial liabilities 189,685 179,970
Note 6. Financial instruments Financial instruments by category
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 6 105 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Fair value According to the Group’s estimates, the fair values of assets and liabilities measured at amortised cost do not differ significantly from their carrying amounts in the Group’s consolidated statement of financial position as at 31 December 2024, except for loans and borrowings. For the purposes of disclosure, the fair value of loans and borrowings is found by discounting future contractual cash flows at current market interest rates that would be available to the Group for similar financial instruments. The fair value of loans and borrowings was found by discounting future contractual cash flows at the current market interest rates for similar financial instruments, determined based on the information published by Chatham Financial for the items as at 31 December 2024 and based on the rates available to companies with an S&P BBB rating (the rating indicated by the banks as the internal shadow rating for the Group) for the items as at 31 December 2023. A more detailed comparison of the carrying amounts and fair values of loans and borrowings is disclosed in note 17. The carrying amounts of trade receivables and trade payables, less any write-downs, are estimated to be equal to their fair values.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 7 106 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros At 31 December 2024 2023 Cash on hand 19 16 Current accounts at banks 244 132 Term deposits with short maturities 16,925 29,521 Cash in transit 25 64 Total cash and cash equivalents (notes 4 and 6) 17,213 29,733 Note 7. Cash and cash equivalents and term deposits with maturities of more than 3 months All items of cash and cash equivalents at 31 December 2024 and 31 December 2023 are
denominated in euros.
At 31 December 2024 and 31 December 2023, there were no restrictions
on the use of the Group’s cash and cash equivalents.
Term deposits with maturities of more than 3 months At 31 December 2024, the Group had six 4-month term deposits of EUR 22,000 thousand in total. The deposits bear interest at the rate of 3.35–3.46%. There were no similar term deposits at 31 December 2023. The interest accrued as at the reporting date is recognised in ‘Trade and other receivables’.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 8 107 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros At 31 December 2024 2023 FINANCIAL ASSETS Trade receivables (note 4) 12,809 10,415 Incl. from contracts with customers 5,644 6,143 Allowance for credit losses (note 4) –4,353 –3,440 Incl. for contracts with customers –306 –323 Government grants receivable (note 18) 2,721 2,885 Receivables from an associate (note 24) 10 9 Other receivables (note 4) 143 281 Total financial assets (note 6) 11,330 10,150 Of which current financial assets 11,330 9,987 Of which non-current financial assets 0 163 NON-FINANCIAL ASSETS Prepaid taxes (note 16) 492 1,599 Other prepayments 681 521 Other receivables (note 4) 9 11 Total non-financial assets 1,182 2,131 Of which current non-financial assets 1,182 2,131 Total trade and other receivables 12,512 12,281 Of which current receivables 12,512 12,118 non-current receivables 0 163 Note 8. Trade and other receivables
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 9 108 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Changes in investments in an associate In thousands of euros At 31 December 2024 2023 Carrying amount at beginning of period 2,177 2,099 Share of profit under the equity method 487 435 Dividends paid 0 –357 Carrying amount at end of period 2,664 2,177 Note 9. Investments in an associate AS Green Marine The associate is a waste management company established in 2003. Its principal place of business and country of incorporation is Estonia. The associate prepares its financial statements in accordance with the Estonian Financial Reporting Standard. AS Tallinna Sadam holds 51% (both as at 31 December 2024 and 31 December 2023) of the ownership interest and voting rights in AS Green Marine and two other shareholders hold the remaining interest. However, to have control of AS Green Marine, the Group’s voting or contractual rights should be substantive and provide the Group with the ability to direct AS Green Marine’s activities. The articles of association of AS Green Marine specify that at least 75% of voting rights are required to make decisions about the entity’s activities. Even though AS Tallinna Sadam can block any decision, it does not have control of AS Green Marine because it needs the consent of the other shareholders for the adoption of a decision. Thus, the Group does not have control of the entity. AS Green Marine is involved in the management of port waste, the management, administration and operation of treatment facilities for hazardous ship-generated waste and wastewater, and the cleaning and maintenance of port basins and port areas. The Group’s investments in the associate are accounted for using the equity method in these consolidated financial statements.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 9 109 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Associate AS Green Marine In thousands of euros At 31 December 2024 2023 Current assets 695 691 Non-current assets 10,320 9,042 Current liabilities 1,874 1,907 Non-current liabilities 3,919 3,558 The above amounts of assets and liabilities include the following: Current loans and borrowings 1,052 1,125 Non-current loans and borrowings 3,829 3,446 * At 31 December 2024, the company had an overdraſt liability of EUR 157 thousand (31 December 2023: EUR 472 thousand), which is presented within current loans and borrowings. AS Tallinna Sadam has no obligation to provide additional financial or other support to AS Green Marine.
In thousands of euros 2024 2023 Revenue 7,743 7,401 Profit for the period from continuing operations 955 853 Profit for the period 955 853 Total comprehensive income for the period 955 853 The above profit for the period includes the following: Depreciation, amortisation and impairment 844 534 Interest expense 293 144 Income tax expense 0 160
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 10 110 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 31.12.2024 31.12.2023 Land measured at cost 14,069 14,069 Direct property management expenses 128 186 Of which expenses on investment property generating lease income 1 1
Investment properties leased out In thousands of euros 31.12.2024 31.12.2023 Land measured at cost 396 396 In thousands of euros 31.12.2024 31.12.2023 Lease income on investment properties (note 20) 7 1 Rental income receivable in future periods < 1 years 7 6 2 years 7 13 Total future lease income 14 19
Note 10. Investment properties The properties classified as investment properties have the prospects of being directly or indirectly associated with port operations (production activities related to maritime transport, etc.), which is why their value is influenced by the realisation of specific projects. In addition, most of the properties are located in an area where the market activity is relatively low. The future value of the properties, which are located in the area of Muuga Harbour, will also be affected by the precise location of the route of Rail Baltica and the resulting positive and negative implications for the individual properties. As a result, the fair value of the investment properties cannot be measured reliably. The Group did not have any binding commitments related to the investment properties as at 31 December 2024 and 31 December 2023.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 11 111 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros Land and buildings Plant and equipment Other items of property, plant and equipment Assets under construction * Prepayments Total At 31 December 2022 Cost 635,061 254,747 8,835 10,748 1,039 910,430 Accumulated depreciation and impairment losses –248,048 –105,479 –6,593 0 0 –360,120 Carrying amount at 31 December 2022 387,013 149,268 2,242 10,748 1,039 550,310 Movements in 2023 Purchases and reconstruction (note 26) 243 1,752 323 14,762 2,757 19,837 Sales at carrying amount ** 0 –28 0 0 0 –28 Depreciation charge –12,071 –11,199 –652 0 0 –23,922 Impairment losses –19 –569 –338 0 0 –926 Reclassified at carrying amount 7,646 8,259 307 –15,014 –1,198 0 At 31 December 2023 Cost 642,767 261,522 8,416 10,496 2,598 925,799 Accumulated depreciation and impairment losses –259,955 –114,039 –6,534 0 0 –380,528 Carrying amount at 31 December 2023 382,812 147,483 1,882 10,496 2,598 545,271 Movements in 2024 Purchases and reconstruction (note 26) 637 1,819 222 35,579 0 38,257 Sales at carrying amount ** –644 0 0 0 0 –644 Depreciation charge –11,993 –11,299 –622 0 0 –23,914 Impairment losses –245 –255 0 0 0 –500 Reclassified to non-current assets held for sale at carrying amount *** –3,987 –203 0 0 0 –4,190 Reclassified at carrying amount 3,601 2,971 13 –6,027 –558 0 At 31 December 2024 Cost 641,820 265,314 8,503 40,048 2,040 957,725 Accumulated depreciation and impairment losses –271,639 –124,798 –7,008 0 0 –403,445 Carrying amount at 31 December 2024 370,181 140,516 1,495 40,048 2,040 554,280 Note 11. Property, plant and equipment
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 11 112 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
* At 31 December 2024, assets under construction of EUR 40,048 thousand included the following major items: the construction of quay 6A at Paldiski South Harbour of EUR 38,933 thousand the design work related to the area of Terminal A of EUR 809 thousand * At 31 December 2023, assets under construction of EUR 10,496 thousand included the following major items: the construction of quay 6A at Paldiski South Harbour of EUR 7,303 thousand; the reconstruction of quay 21 in Old City Harbour of EUR 1,249 thousand; the design and construction of a new workshop at Lasti tee 6 at Muuga Harbour of EUR 1,247 thousand. ** At 31 December 2024, the cost and accumulated depreciation of property, plant and equipment that was sold were EUR 957 thousand (2023: EUR 857 thousand) and EUR 313 thousand (2023: EUR 829 thousand), respectively. *** At 31 December 2024, items reclassified to non-current assets held for sale included 10 properties of EUR 3,987 thousand in total that were reclassified in connection with the construction of the Rail Baltica Freight Terminal at Muuga Harbour and 2 replaced engines of the ferry Piret of EUR 203 thousand (31 December 2023: nil). 8 properties of EUR 854.7 thousand in total were reclassified to non-current assets held for sale at cost and 2 properties and the 2 engines were reclassified at an amount reduced by impairment (see the line item ‘Impairment losses’). The properties and the engines will be sold in 2025. The Group’s assets have not been pledged. At 31 December 2024, the (gross) carrying amount of fully depreciated items still in use was EUR 46,871 thousand (31 December 2023: EUR 45,427 thousand). Commitments related to property, plant and equipment are disclosed in note 25.
In 2024, the Group recognised the following impairment losses consisting of write-downs of EUR 500 thousand within ‘Depreciation, amortisation and impairment’ in the statement of comprehensive income: the write-down of properties of EUR 245 thousand the write-down of the replaced engines of the ferry Piret to their sales price of EUR 255 thousand In 2023, the Group recognised the following impairment losses consisting of write-offs and write- downs of EUR 926 thousand within ‘Depreciation, amortisation and impairment’ in the statement of comprehensive income: the write-down of a floating ramp of EUR 47 thousand; reclassifications resulting from the change in the threshold for recognising assets as non-current of EUR 879 thousand, comprising: Items of plant and equipment of EUR 521 thousand; Other equipment and fixtures of EUR 339 thousand; Connection fees of EUR 19 thousand.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 11 113 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
The cash-generating units at risk of impairment due to a decrease in operating volumes in recent years were tested for impairment as at 31 December 2024. Such cash-generating units included quays in the Cargo harbours segment with a total period-end carrying amount of EUR 50,602 thousand. The recoverable amounts were estimated using the discounted cash flow method on the basis of contracts in force, operators’ forecasts and the Group’s estimates of future developments in the use of the underlying assets. In connection with expected developments and projects under negotiation, it was assumed that during the next five years the revenues generated by the three quays in the eastern part of Muuga Harbour (Cargo harbours segment) will increase by EUR 199 thousand per year on average. The discounted cash flows were projected using a discount rate of 8.72% (2023: 9.25%), which was found, among other things, using the measurement model for financial assets and validated comparative data. It was assumed that from 2030 onward the revenues and expenses of both cash-generating units would grow at the rate of 2% per year (2023: 2%). No impairment was identified as a result of the testing and therefore the assets were not written down. The assumption with the strongest impact on the value of the assets is the increase in the revenue generated by the three quays in the eastern part of Muuga Harbour (Cargo harbours segment). A change in revenue by EUR 100 thousand per year would have an EUR 797 thousand impact on the value of the quays. In thousands of euros Carrying amount at 31 December 2024 Discount rate (%) Difference between recoverable amount and carrying amount Change in value of assets on +1 pp change in the discount rate 3 quays in the eastern part of Muuga Harbour 6,744 8.72% 203 –827 Ro-ro and container cargo quays in Muuga Harbour 43,858 8.72% 6,597 177
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 12 114 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros Computer soſtware Soſtware under construction Total At 31 December 2022 Cost 5,086 690 5,776 Accumulated amortisation and impairment losses –4,041 0 –4,041 Carrying amount at 31 December 2022 1,045 690 1,735 Movements in 2023 Purchases and upgrades (note 26) 111 778 889 Amortisation charge –540 0 –540 Impairment losses –1 0 –1 Reclassification from assets under construction 1,188 –1,188 0 At 31 December 2023 Cost 6,369 280 6,649 Accumulated amortisation and impairment losses –4,566 0 –4,566 Carrying amount at 31 December 2023 1,803 280 2,083 Movements in 2024 Purchases and upgrades (note 26) 0 574 574 Amortisation charge –419 0 –419 Reclassification from assets under construction 124 –124 0 At 31 December 2024 Cost 6,460 730 7,190 Accumulated amortisation and impairment losses –4,952 0 –4,952 Carrying amount at 31 December 2024 1,508 730 2,238 Note 12. Intangible assets
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 13 115 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Items of property, plant and equipment (PPE) leased out under operating leases In thousands of euros Land Incl. with the right of superficies Buildings Plant and equipment Other items of PPE Total Property, plant and equipment at 31 December 2022 Cost 44,710 37,201 20,133 214 1,966 67,023 Depreciation 0 0 –11,287 –104 –1,699 –13,090 Carrying amount at 31 December 2022 44,710 37,201 8,846 110 267 53,933 Additions 5,158 13 126 0 0 5,284 Expiry and cancellation –1,352 0 –369 –6 –90 –1,817 Depreciation 0 0 –493 –9 –57 –559 Property, plant and equipment at 31 December 2023 Cost 48,516 37,214 19,660 190 1,801 70,167 Depreciation 0 0 –11,550 –95 –1,681 –13,326 Carrying amount at 31 December 2023 48,516 37,214 8,110 95 120 56,841 Additions 1,326 94 86 0 0 1,412 Expiry and cancellation –8,376 –1,413 –153 0 0 –8,529 Depreciation 0 0 –458 –9 –32 –499 Property, plant and equipment at 31 December 2024 Cost 41,466 35,895 19,249 190 1,801 62,706 Depreciation 0 0 –11,664 –104 –1,713 –13,481 Carrying amount at 31 December 2024 41,466 35,895 7,585 86 88 49,225 Note 13. Leases
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 13 116 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Lease income from property, plant and equipment (PPE) leased out under operating leases In thousands of euros 2024 2023 Land 4,230 8,323 Buildings 8,532 4,118 Plant and equipment 1,354 1,261 Other items of PPE 24 24 Total lease income from property, plant and equipment leased out under operating leases (note 20) 14,140 13,726 Of which fixed lease income 19 188 Undiscounted future lease payments receivable In thousands of euros At 31 December 2024 2023 < 1 year 10,388 10,861 1–2 years 9,948 10,084 2–3 years 9,856 9,904 3–4 years 9,541 9,852 4–5 years 9,531 9,798 > 5 years 230,086 319,870 Total undiscounted future lease receivables under existing contracts * 279,350 370,369 * The decrease in the undiscounted future lease receivables under existing contracts as at 31 December 2024 is due to the declaration of the bankruptcy of a counterparty which was contested in court in 2024 (note 27).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 13 117 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Operating leases are agreements whereby the lessor transfers to the lessee the right to use an asset on the agreed terms for an agreed period in return for a payment or series of payments. Operating lease contracts are entered into for periods ranging from 2 years to 26 years. Operating lease rentals can generally be increased once a year based on changes in the consumer price index for the previous year (depending on the contract, either based on the relevant index for Estonia, the euro area, or Germany). Improvements made to a leased asset by the lessee are normally not compensated by the lessor at the end of the lease term. Under the right of superficies contracts, many significant risks and rewards from the possession of the asset (land) are transferred to the lessees. However, as land has an unlimited economic life, there are significant risks and rewards associated with the land at the end of the lease term, which do not pass to the lessee. Therefore, the right of superficies contracts are accounted for as operating leases. The right of superficies contracts entered into by the Group and its customers set out payments for the right of superficies and the duration of the contract (mostly in the range of 36 years to 62 years). Payments for the right of superficies are generally subject to an increase aſter a certain period has passed, based mostly either on changes in the tax assessed value of land (for older contracts) or changes in the consumer price index (for more recent contracts). Contractual payments for rights of superficies are generally not covered by guarantees. At the expiry of a contract the lessee generally has the right to remove the facilities erected on the land under the right of superficies; to apply for an extension of the term of the right of superficies contract up until the end of the remaining economic life of the facilities; or to receive compensation from the lessor for the usual value of the facilities (see also note 27).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 14 118 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 2024 2023 Provision for performance-related remuneration At beginning of year 986 1,688 Recognised 1,384 987 Adjusted –994 –1,622 Used 8 –67 At end of year 1,384 986 Other provisions At beginning of year 325 325 Recognised 62 0 At end of year 387 325 Total provisions 1,771 1,311 Note 14. Provisions Provision for performance-related remuneration (bonuses) The provision for performance-related remuneration (bonuses) is accrued for estimated performance-related bonuses payable to Group companies’ management board members and employees for the results of the reporting period. The provision also includes associated social security charges and unemployment insurance contributions. The payment of performance- related bonuses is decided aſter the annual reports of relevant companies for the year ended 31 December 2024 have been approved.
Other provisions Other provisions at 31 December 2024 comprise: a provision for ongoing court cases of EUR 61 thousand (31 December 2023: EUR 61 thousand); a provision for compliance with the non-compete clauses of the service contracts of the members of the management board of AS Tallinna Sadam of EUR 326 thousand (31 December 2023: EUR 264 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 15 119 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros At 31 December 2024 2023 Financial liabilities Trade payables 4,477 6,154 Payables to an associate (note 24) 192 193 Other payables 181 226 Total financial liabilities (note 6) 4,850 6,573 Of which current financial liabilities 4,815 6,500 Of which non-current financial liabilities 35 73 Of which payables for property, plant and equipment (note 26) 1,163 2,358 Of which payables for intangible assets (note 26) 66 91 Non-financial liabilities Payables to employees 1,460 1,624 Accrued taxes payable on remuneration 859 874 Payables related to contracts with customers * 2,836 2,818 Advances for goods and services 590 431 Other payables 0 182 Total non-financial liabilities 5,745 5,929 Of which current non-financial liabilities 2,965 2,992 Of which non-current non-financial liabilities 2,780 2,937 Total trade and other payables 10,595 12,502 Of which current liabilities 7,780 9,492 Of which non-current liabilities 2,815 3,010 * In 2024, the Group received deferred connection fee income (advances) of EUR 67 thousand (2023: EUR 2,040 thousand). Connection fees recognised as revenue in 2024 amounted to EUR 42 thousand (2023: EUR 52 thousand). Note 15. Trade and other payables
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 16 120 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros At 31 December 2024 2023 Personal income tax 303 295 Corporate income tax * 14 11 Pollution charge 1 3 Social security tax 531 513 Unemployment insurance contributions 32 32 Funded pension contributions 18 17 Excise duties 7 5 Total taxes payable 906 876 Note 16. Taxes payable * The Group did not have any deferred tax liabilities at 31 December 2024 or 31 December 2023. At 31 December 2024, the Group’s prepaid taxes amounted to EUR 492 thousand (31 December 2023: EUR 1,599 thousand). Prepaid taxes are disclosed in note 8.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 17 121 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros At 31 December 2024 2023 Current portion Loan liabilities 3,066 6,266 Debt securities 7,650 7,650 Interest liabilities 1,469 1,915 Total current portion 12,185 15,831 Non-current portion Loan liabilities 54,000 31,266 Debt securities 118,650 126,300 Total non-current portion 172,650 157,566 Total loans and borrowings (note 6) 184,835 173,397 Note 17. Loans and borrowings
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 17 122 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Loans All loan agreements are denominated in euros and have floating interest rates (the base rate is 6-month Euribor). At 31 December 2024, the weighted average interest rate of drawn loans was 3.90% (31 December 2023: 4.90%). The interest rate risk of the loans has not been hedged with interest rate swaps. In the second quarter of 2024, AS Tallinna Sadam signed a loan agreement with AS Swedbank for EUR 20 million. In the third quarter of 2024, AS Tallinna Sadam repaid early a loan of EUR 4.8 million from the Nordic Investment Bank, which would have matured in 2028. In the third quarter of 2024, AS Tallinna Sadam signed a loan agreement with AS Swedbank for EUR 10 million. The new and more favourable loan was used, among other things, to refinance the Group’s previous loans. The Group did not have any undrawn loans or credit limits at 31 December 2024. The loan agreements are unsecured liabilities, i.e. no assets have been pledged to cover the loans. The Group has performed all its obligations under the loan agreements, including those which relate to complying with covenants, providing information and meeting the minimum requirements set for financial ratios. Principal loan repayments made in 2024 amounted to EUR 10,466 thousand (2023: EUR 8,266 thousand). The final maturities of outstanding loan liabilities fall in the period 2025–2030. Issue and redemption of debt securities At 31 December 2024, AS Tallinna Sadam had two debt security (bond) issues with final maturities in 2026 and 2027. The debt securities have been issued in euros and have floating interest rates (the base interest rate of 3-month or 6-month Euribor plus a fixed risk margin). None of the debt security issues is listed on the stock exchange. No debt securities were issued in 2024 or the comparative period. The Group has met all obligations set out in the terms of the debt securities, including those which relate to complying with covenants, providing information and meeting the minimum requirements set for financial ratios. Consistent with the redemption schedules, the Group redeemed debt securities of EUR 7,650 thousand in 2024 (2023: EUR 7,650 thousand). At 31 December 2024, the weighted average interest rate of the debt securities was 3.82% (31 December 2023: 4.84%). The average interest rate has decreased due to the decrease in the base interest rate (Euribor). The risk margins have not changed. The interest rate risk of the debt securities has not been hedged with interest rate swaps.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 17 123 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Carrying amounts and fair values of loans and borrowings * In thousands of euros At 31 December 2024 2023 Carrying amount Debt securities 126,300 133,950 Loan liabilities 57,066 37,532 Total carrying amount 183,366 171,482 Fair value Debt securities 128,422 134,251 Loan liabilities 61,577 37,632 Total fair value 189,999 171,883 * Due to inputs used, all measurements of fair value qualify as level 2 measurements in the fair value hierarchy.
Contractual maturities of loans and borrowings In thousands of euros At 31 December 2024 2023 < 6 months 2,252 5,298 6–12 months 9,933 10,533 1–5 years 167,650 152,066 > 5 years 5,000 5,500 Total loans and borrowings (note 4) 184,835 173,397
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 17 124 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Change in liabilities arising from financing activities In thousands of euros 1 January 2024 Cash flows from financing activities Accrued interest (note 23) 31 December 2024 Loan liabilities 37,532 19,534 0 57,066 Debt securities 133,950 –7,650 0 126,300 Interest liabilities 1,915 –8,655 8,209 1,469 Total 173,397 3,229 8,209 184,835 In thousands of euros 1 January 2023 Cash flows from financing activities Accrued interest (note 23) 31 December 2023 Loan liabilities 45,798 –8,266 0 37,532 Debt securities 141,600 –7,650 0 133,950 Interest liabilities 1,012 –6,494 7,397 1,915 Total 188,410 –22,410 7,397 173,397
The fair value of loans and borrowings was calculated using the discounted cash flow method. Future cash flows were estimated based on forward interest rates (extrapolated from observable corporate yield curves and 3-month and 6-month Euribor swap rates at the end of the reporting period) and contractual interest rates, discounted at a rate that reflected the credit risk of the Group. At 31 December 2024, the fair value of financial liabilities calculated using the discounted cash flow method was 3.62% higher than their carrying amount (31 December 2023: 0.23% higher). The terms and conditions of the Group’s loans and bonds set certain limits to the Group’s consolidated financial indicators. At 31 December 2024 and 31 December 2023, the Group was in compliance with all financial covenants.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 125 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Non-current government grant liabilities In thousands of euros At 31 December 2024 2023 Cohesion Fund 18,943 19,370 TEN-T 4,973 5,520 CEF-T 7,967 8,065 State budget of the Republic of Estonia 34 41 INTERREG 78 79 Total non-current government grant liabilities 31,995 33,075 Incl. non-depreciable assets 13,902 13,902 Recognised as income In thousands of euros 2024 2023 Grants related to assets (note 3) 1,334 1,284 Grants related to income 21,305 20,648 Total recognised as income 22,639 21,932 Incl. revenue from other sources (note 20) 21,304 20,640 other income (note 22) 1,335 1,292 Note 18. Government grants
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 126 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Short-term deferred government grant income In thousands of euros At 31 December 2024 2023 CEF-T 21,969 7,260 State budget of the Republic of Estonia 177 84 Total short-term deferred government grant income 22,146 7,344 Short-term government grants receivable In thousands of euros At 31 December 2024 2023 CEF-T 2,721 2,885 Total short-term government grants receivable (note 8) 2,721 2,885
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 127 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Cohesion Fund Extension of the eastern part of muuga harbour (2007–2011) In the framework of the project, phase I of the extension of Muuga Harbour was supported, including the filling of the sea bottom and the coastal region. Non-current government grant liabilities related to the project amount to EUR 15,561 thousand (31 December 2023: EUR 15,769 thousand), including EUR 13,902 thousand (31 December 2023: EUR 13,902 thousand) related to non-depreciable assets. Creating connections between the eastern part and the industrial park of muuga harbour (2010–2014) In the framework of the project, a viaduct was constructed in Muuga Harbour to connect the Industrial Park with the harbour, the free zone of Muuga Harbour was extended and the railways of Muuga Industrial Park were finished. Non-current government grant liabilities related to the project amount to EUR 3,382 thousand (31 December 2023: EUR 3,601 thousand). TEN-T Motorways of the Seas programme TWIN-PORT (2012–2015) In the framework of the project, the infrastructure of Old City Harbour in Tallinn and West Harbour in Helsinki was improved as part of the development of the north-south transport corridor of the European Union (TEN-T North Sea — Baltic). The investments at Old City Harbour were related to improving the traffic scheme in the harbour area and developing the roads connecting the harbour to the city. Non-current government grant liabilities related to the project amount to EUR 714 thousand (31 December 2023: EUR 769 thousand). TWIN-PORT 2 (2014–2020) TWIN-PORT 2 was a follow-up project to TWIN-PORT. In the framework of the project, the Port of Helsinki built a new West Terminal, AS Tallink Grupp brought a new LNG vessel Megastar to the Tallinn–Helsinki route, and AS Tallinna Sadam invested in the development of various infrastructure assets at Old City Harbour. Non-current government grant liabilities related to the project amount to EUR 4,235 thousand (31 December 2023: EUR 4,587 thousand). Dredging of the paldiski south harbour fairway and harbour basin (2019–2020) The purpose of the project was to dredge the Paldiski South Harbour fairway and basin by 1 metre, from the depth of 14.5 metres to 15.5 metres. As a result of the project, the harbour can receive large cargo vessels and tankers (60–70 thousand GT). Using larger vessels, which can transport the same amount of cargo with fewer port calls, allows reducing emissions per unit of cargo. A deeper fairway makes navigation to the harbour safer. Non-current government grant liabilities related to the project amount to EUR 23 thousand (31 December 2023: EUR 163 thousand). The baltic sea hub and spokes project (2010–2013) In the framework of the project, AS Tallinna Sadam received support for making investments and developing cooperation in areas related to safety and security. Non-current government grant liabilities related to the project amount to EUR 1 thousand (31 December 2023: EUR 1 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 128 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Connecting Europe Facility for Transport (CEF-T) programme TWIN-PORT 3 (2018–2023) TWIN-PORT 3 was a follow-up project to TWIN-PORT and TWIN-PORT 2. The participants in the project were AS Tallinna Sadam, the Port of Helsinki, the City of Helsinki and three ferry operators (Tallink, Viking Line and Eckerö Line). The coordinating partner of the project was AS Tallinna Sadam. The purpose of the project was to build onshore power supply systems (OPS) in both ports and on the ferries travelling between Tallinn and Helsinki to enable the ferries (while at the quay) to use electricity from the mainland electricity network and switch off their diesel engines. In addition, an auto-mooring system was built in both harbours, which offers faster and safer mooring for ferries. In Tallinn, the security systems in Old City Harbour were upgraded. In Helsinki, new street lanes were built, the throughput capacity of intersections was improved, a tramway leading to the harbour was relocated and a new bridge was built in the harbour area. The balance of deferred grant income is EUR 2,260 thousand (31 December 2023: EUR 2,260 thousand. Non-current government grant liabilities related to the project amount to EUR 2,955 thousand (31 December 2023: EUR 3,126 thousand). TWIN-PORT 4 (2020–2023) TWIN-PORT 4 was the fourth follow-up project in the series. The purpose of the project was to improve the convenience of the maritime connection between Tallinn and Helsinki by developing the infrastructure of the ports on both shores of the Gulf of Finland. The participants in the project are AS Tallinna Sadam and the Port of Helsinki. Compared to the previous ones, the project included a new feature: investments in the development of the Muuga-Vuosaari shipping route in order to divert a significant share of the heavy goods vehicles traffic between Estonia and Finland from the city centres of the two capitals to the Muuga and Vuosaari harbours, respectively. One quay in both harbours was supplied with a second level ramp for more efficient servicing of ro-ro traffic and at Muuga the first level ramp of the same quay was fully reconstructed. In addition, at Old City Harbour in Tallinn one of the connecting walkways from the terminal to the ferry and the area in front of Passenger Terminal D along with all underground utility networks were reconstructed. The Port of Helsinki supplied one quay in its city-centre harbours with onshore power supply systems. The planned installation of automated mooring systems was not carried out because the development plans of the Port of Helsinki changed. The coordinating partner of this project was also AS Tallinna Sadam. In 2024, no investments were made. Investments made in 2023 amounted to EUR 652 thousand At 31 December 2024, the balance of the government grant receivable was EUR 2,721 thousand (31 December 2023: EUR 2,721 thousand). Non-current government grant liabilities related to the project amount to EUR 3,629 thousand (31 December 2023: EUR 3,858 thousand). TWIN-PORT 5 (2021–2025) The project continues the activities started with TWIN-PORT 4 to improve the convenience of the maritime connection between Tallinn and Helsinki by developing the infrastructure of the ports on both shores of the Gulf of Finland on the Muuga–Vuosaari route. The participants in the project are AS Tallinna Sadam and the Port of Helsinki. In the framework of the project, quays 13, 14 and 15 at Muuga Harbour have been supplied with systems allowing to receive sewage from ships. To improve travel experience and raise service quality, an architectural design competition has been organised for the complex of Terminal A and the surrounding outdoor space at Old City Harbour and the designs for the terminal, a multi-storey car park and a new main building have been commissioned. To continue to offer excellent high-quality customer service, AS Tallinna Sadam has upgraded the soſtware and hardware of its Smart Port traffic management system (automated vehicle check-in and direction to the waiting area and boarding) and created new capabilities at both Old City Harbour and Muuga Harbour. The Port of Helsinki is focusing on the planning, surveying and design activities necessary for creating the infrastructure (a tunnel, four new quays along with filling the sea, and a new terminal) required to implement the strategic goal. The coordinating partner of the TWIN-PORT 5 project is the Port of Helsinki. In 2024, investments made amounted to EUR 809 thousand (2023: EUR 2,288 thousand and expenses incurred amounted to EUR 123 thousand). Support received in 2024 amounted to EUR 570 thousand (2023: no support was received). At 31 December 2023, the amount of grant receivable was EUR 164 thousand. At 31 December 2024, the balance of deferred grant income was EUR 406 thousand. Non-current government grant liabilities related to the project amount to EUR 939 thousand (31 December 2023: EUR 1,081 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 129 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
TWIN-PORT 6 (2024–2027) The project is the sixth follow-up project in the series. The aim of the project is to reduce the environmental impact of shipping between Estonia and Finland and to improve transport options. AS Tallinna Sadam is participating in the project together with the Port of Helsinki. The overall aim is to create a green corridor between the two ports to make travel and freight transport between Tallinn and Helsinki climate neutral. Tallinna Sadam will focus on environmental friendliness and will install onshore electricity connections at Muuga Harbour to enable ro-ro and container vessels to use onshore electricity. During the project, onshore electricity connections will be installed at berths 13, 14, 15, 16 and 17 in Muuga Harbour. In order to install the onshore electricity connection at berth 17, 358 metres of the berth front wall will also be reinforced. The Port of Helsinki will focus on the development of the Vuosaari Harbour, where the installation of onshore power connections will enable ro-ro and lo-lo vessels to reduce their environmental impact during their stay in the harbour by reducing exhaust and noise pollution. The total cost of the TWIN PORT 6 project is EUR 30.8 million, half of which will be covered by EU funding and the other half will be paid for by the ports from their own resources. Tallinna Sadam’s budget for the whole project is EUR 20,325 thousand and the Port of Helsinki's budget is EUR 10,475 thousand. The coordinating partner of the TWIN-PORT 6 project is the Port of Helsinki. Investments made in 2024 amounted to EUR 888 thousand. Support received in 2024 amounted to EUR 3,557 thousand. At 31 December 2024, the balance of deferred grant income was EUR 3,113 thousand. Non-current government grant liabilities related to the project amount to EUR 443 thousand. Connecting Europe Facility (CEF) — EstMilMob project EstMilMob is a project funded by the European Union from the CEF-2021 Military Mobility envelope. The participants in the project are AS Tallinna Sadam, the Estonian Transport Administration, the railway infrastructure company AS Eesti Raudtee and the Estonian Centre for Defence Investment. The purpose of the project is to enhance the TEN-T Comprehensive Network and Core Network and their civilian and military dual use at Paldiski South Harbour, at the Kanama intersection and on the Palupera–Puka–Keeni railway section. In the framework of the EstMilMob project, Tallinna Sadam will build a new quay (quay 6a) with a hinterland at Paldiski South Harbour that can be used for both civilian and military purposes. The quay will be equipped with a ramp for loading and unloading ro-ro cargo. Along with the quay, a hinterland of up to 10 ha will be built to handle and store cargo and military equipment. As regards civilian use, it will be possible to handle dry and dry bulk, oversized and ro-ro cargo. The project creates good prospects for becoming a base port for the construction of offshore wind farms and supporting the transport of relevant goods (masts, generators, blades). The harbour will also have the capabilities required to serve as a maintenance port for offshore wind farms. The Transport Administration will reconstruct the Kanama overpass and the intersection of the E265 Tallinn ring road and the E67 Tallinn–Pärnu–Ikla road with the aim of bringing the intersection into conformity with the requirements of the EU TEN-T Core Network for road safety, the environment and military transport. AS Eesti Raudtee will carry out major track repairs on the Palupera–Puka and Puka–Keeni sections of the internationally important railway route between Valga and Tartu. The total length of the works is around 21 km, which accounts for approximately 25% of the total length of the route. The coordinating partner of the EstMilMob project is the Estonian Centre for Defence Investment. Investments made in 2024 amounted to EUR 31,178 thousand (2023: EUR 7,090 thousand). Support received in 2024 amounted to EUR 11,189 thousand (2023: no support was received). At 31 December 2024, the balance of deferred grant income was EUR 16,189 thousand (31 December 2023: EUR 5,000 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 18 130 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
State budget of the Republic of Estonia Public transport support (2016–2026) In December 2014, a public transport service contract was signed with the Ministry of Economic Affairs and Communications (the contract is currently administered by the Transport Administration) for the provision of ferry service on the Kuivastu–Virtsu and Rohuküla–Heltermaa ferry routes in the period 1 October 2016–30 September 2026. The final amount of contractual support depends on the difference between the revenue base calculated annually on the basis of the tariff rates fixed in the contract and the ticket sales revenue recognised in the same period. In 2024, support was calculated in the amount of EUR 21,340 thousand (2023: EUR 20,640 thousand) and received in the amount of EUR 21,398 thousand (2023: EUR 20,759 thousand). The public transport support is treated as part of the Group’s ordinary activity and recognised as revenue (sale of ferry services — government support) (note 20). At 31 December 2024, the balance of deferred grant income was EUR 174 thousand (31 December 2023: EUR 80 thousand). Grant for purchase of zero-emission vehicles (2023–2027) In 2023, a vehicle was acquired using an operating lease. The acquisition of the vehicle was supported by the Environmental Investment Centre with EUR 4 thousand. At 31 December 2024, the balance of deferred grant income was EUR 3 thousand (31 December 2023: EUR 4 thousand). Small Ports Programme (2010) The grant received was used to finance the expenditure of the construction of the Old City Marina. Non-current government grant liabilities related to the project amount to EUR 31 thousand (31 December 2023: EUR 37 thousand). Atmospheric Air Protection Programme (2011–2013) In the framework of the project Extension of the Outdoor Air Monitoring System at Muuga Harbour, the outdoor air monitoring and management system at Muuga Harbour was extended by installing one outdoor air monitoring station. Non-current government grant liabilities related to the project amount to EUR 4 thousand (31 December 2023: EUR 4 thousand). Other foreign aid — INTERREG Baltic Sea Region Programme Green Cruise Port — Sustainable Development of Cruise Port Locations Project (2016–2019) The project was aimed at enhancing the cooperation of cruise ports in the Baltic Sea region in the development of port facilities and services, with a focus on environmental sustainability and economic benefit. In the framework of the project, the principal design documentation and technical solutions for the Old City Harbour Cruise Terminal were prepared and surveys for developing ecological terminal solutions feasible in a northern climate were carried out. The surveys provided valuable inputs for the design of the new Cruise Terminal and the solutions for its technological systems. Non-current government grant liabilities related to the project amount to EUR 78 thousand (31 December 2023: EUR 79 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 19 131 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Earnings per share 2024 2023 Weighted average number of shares 263,000,000 263,000,000 Consolidated profit for the period (in thousands of euros) 19,153 15,882 Basic and diluted earnings per share (in euros) * 0.07 0.06
Note 19. Equity
Share capital At 31 December 2024 and 31 December 2023, AS Tallinna Sadam had 263,000,000 registered ordinary shares, of which 67.03% were held by the Republic of Estonia (through the Ministry of Climate) and 32.97% were held by Estonian and international investment funds, banks, pension funds and retail investors. The par value of a share is EUR 1. The maximum number of ordinary shares stipulated in the articles of association of AS Tallinna Sadam is 664,000,000 (2023: 664,000,000). At 31 December 2024 and 31 December 2023, all issued shares had been fully paid for. AS Tallinna Sadam does not have shares of different classes or differences in shareholder rights related to profit distributions.
* In the years ended 31 December 2024 and 31 December 2023, there were no dilutive instruments outstanding.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 19 132 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Capital management In thousands of euros At 31 December 2024 2023 Loans and borrowings 184,835 173,397 Cash and cash equivalents (note 7) –17,213 –29,733 Net debt 167,622 143,664 Capital management The purpose of the Group’s capital management is to ensure that Group entities will be able to continue as going concerns and the Group can generate maximum long-term return through an optimal balance between debt and equity capital. The Group’s capital management strategy has not changed significantly compared to 2023. The Group’s capital structure consists of net debt (loans and borrowings as detailed in note 17 less cash and cash equivalents) and equity (comprising share capital, reserves and retained earnings). The Group is not subject to any externally imposed capital requirements. The Group’s CFO reviews the capital structure of the Group at least twice a year. As part of this review, the CFO assesses the cost of capital and the risks associated with each class of capital. The Group’s long-term target is to ensure that its equity to assets ratio (calculated as the ratio of total equity to total assets) is 60%.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 19 133 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Equity to assets ratio In thousands of euros At 31 December 2024 2023 Total equity 377,613 377,659 Total assets 629,861 606,164 Equity to assets ratio 60% 62% Equity to assets ratio At 31 December 2024, the Group’s equity to assets ratio, i.e. the ratio of total equity to total assets was 60% (31 December 2023: 62%). The ratio decreased by 2 percentage points compared to 2023 because total equity decreased by 0.01% while total assets increased by 3.91% (2023: the ratio increased by 1 percentage point compared to 2022 because total equity decreased by 0.87% while total assets decreased by 2.43%).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 19 134 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Unrestricted equity At 31 December 2024, the Group’s unrestricted equity was EUR 46,287 thousand (31 December 2023: EUR 46,877 thousand). According to the Estonian Commercial Code, shareholders will not be paid dividends if the company’s net assets which have been recognised in the annual report approved at the end of the previous financial year are or would be less than total share capital and reserves which under the law or the articles of association are not to be paid out to shareholders. At 31 December 2024 and 31 December 2023, the Parent could have distributed all of its unrestricted equity without contravening the law.
Statutory capital reserve The statutory capital reserve was in compliance with the requirements of the Estonian Commercial Code at 31 December 2017. As a result of an increase of share capital by EUR 77,796 thousand in 2018, the Parent’s capital reserve does not comply with the amount required by the articles of association. According to the Estonian Commercial Code, each financial year 1/20 (5%) of profit is to be transferred to the capital reserve until the reserve reaches the amount required by the articles of association. Aſter that, profit transfers to the capital reserve will be discontinued. The capital reserve was increased by EUR 446 thousand in 2024 (2023: EUR 743 thousand).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 19 135 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Dividends In thousands of euros 2024 2023 Dividend declared in the reporting period 19,199 19,199 Dividend distributed in the reporting period 19,000 19,012 Income tax withheld on dividends in the reporting period 199 187 Dividend per share (in euros) 0.073 0.073
Income tax on dividends In thousands of euros 2024 2023 Income tax calculated on dividends in Estonia 3,125 3,067 Deferred income tax expense on dividends 0 –82 Income tax paid on dividends in Estonia –3,325 –3,264 Incl. income tax withheld on dividends –199 –187 refund of income tax withheld on dividends for 2019 0 –10
Dividends Based on the resolution of the general meeting that convened on 25 April 2024, the Group paid a dividend of EUR 0.073 per share, i.e. EUR 19,199 thousand in total, for 2023. The list of shareholders entitled to receive the dividend was determined on 10 May 2024 (the ex-dividend date: 9 May 2024) and the dividend was paid out to the shareholders on 17 May 2024 (through Nasdaq CSD). At 31 December 2024 and 31 December 2023, there were no deferred income tax liabilities. The Group’s unrestricted equity as at 31 December 2024 amounted to EUR 46,287 thousand (31 December 2023: EUR 46,877 thousand). The maximum possible income tax liability which would arise if all of the unrestricted equity were distributed as dividends is EUR 10,183 thousand (2023: EUR 8,092 thousand). The maximum possible income tax liability as at 31 December 2024 was calculated using a 22% tax rate (22/78 of the net dividend) and the maximum possible tax liability as at 31 December 2023 was calculated using a 20% rate and a 14% tax rate (20/80 and 14/86 of the net dividend, respectively; the latter rate was applied to the maximum possible dividend to the extent of one third of the profit distributed and taxed in 2021, 2022 and 2023).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 20 136 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 2024 2023 Revenue from contracts with customers Vessel dues 31,528 31,425 Cargo charges 6,683 6,457 Passenger fees 11,887 11,484 Sale of electricity 4,609 4,507 Sale of ferry services — ticket sales 14,848 14,729 Sale of other services 2,667 2,133 Total revenue from contracts with customers 72,222 70,735 Revenue from other sources Lease income from operating leases (notes 10 and 13) 14,147 13,727 Charter fees 11,914 11,544 Sale of ferry services — government support (notes 18 and 24) 21,304 20,640 Total revenue from other sources 47,365 45,911 Total revenue (note 3) 119,587 116,646 Note 20. Revenue
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 20 137 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Revenue by country In thousands of euros 2024 2023 Canada 3,004 3,332 Great Britain 3,696 2,929 Estonia 112,887 110,385 Total revenue 119,587 116,646 Of which charter fees: Canada 2,970 3,280 Great Britain 3,434 2,798 Estonia (note 24) 5,510 5,466 Total charter fees 11,914 11,544 Disaggregation of revenue Transaction price allocated to the remaining performance obligations At the end of the reporting period, performance obligations related to cargo charges, the sale of electricity and the sale of other services were partially unsatisfied. The Group applies the practical expedient in paragraph 121(b) of IFRS 15 to those revenue streams (a single performance obligation that is made up of a series of distinct services) and does not disclose the transaction price allocated to the remaining performance obligation as the Group has a right to consideration from customers in an amount that corresponds directly to the value that the Group’s performance obligations completed to date have for the customer and the Group has recognised revenue i n the amount in which it has the right to invoice the customers. Partially unsatisfied performance obligations related to connection fees as at 31 December 2024 amounted to EUR 673 thousand (31 December 2023: EUR 715 thousand). Management expects that the transaction price allocated to unsatisfied performance obligations will be recognised as revenue over the next 3–24 years (the average remaining useful life of the investments made to enable connection) on a straight-line basis.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 21 138 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 2024 2023 Fuel costs 6,945 6,886 Electricity costs 4,829 4,918 Heat, water and sewerage costs 778 783 Technical maintenance and repair of non-current assets 8,506 8,312 Services purchased for infrastructure 4,368 4,035 Tax expenses 1,498 2,661 Incl. land tax 1,443 2,607 Consultation and development expenses 760 669 Incl. research and development expenses 279 367 Services purchased 6,348 6,015 Incl. mooring service 762 778 reception of ship-generated waste 2,054 1,966 port dues 3,479 3,223 Purchase and maintenance of insignificant assets 961 949 Advertising expenses 200 244 Lease expenses 1,185 1,376 Expenses on short-term leases 86 174 Insurance expenses 856 804 Other operating expenses 3,107 3,577 Total operating expenses 40,427 41,403
Note 21. Operating expenses
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 21 139 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Personnel expenses In thousands of euros 2024 2023 Wages and salaries 19,384 19,006 Social security charges 6,338 6,208 Total personnel expenses 25,722 25,214
Number of employees 2024 2023 People working under employment contracts 438 461 People working under contracts for services, excluding self-employed people 10 10 Members of legal person’s management or control bodies 9 7 Total 457 478
Personnel expenses
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTES 22 and 23 140 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 2024 2023 Gain on sale of non-current assets 19 0 Penalties, interest on arrears 127 893 Income from government grants (note 18) 1,335 1,292 Other income 256 23 Total other income 1,737 2,208 Note 22. Other income
In thousands of euros 2024 2023 Interest expense on loans and borrowings: Interest expense on loans 2,083 1,707 Interest expense on debt securities 6,126 5,690 Total interest expense on loans and borrowings (note 17) 8,209 7,397 Foreign exchange loss 0 28 Other finance costs 48 10 Total finance costs 8,257 7,435 Note 23. Finance costs
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 24 141 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 2024 2023 Transactions with an associate Revenue 79 78 Operating expenses 2,083 1,990 Transactions with companies in which members of supervisory and management boards of Group companies have significant influence * Revenue 1 1 Operating expenses 13 30 Other expenses 10 20 Transactions with government agencies and companies in which the state has control or significant influence Revenue 27,913 26,886 Of which public transport support (note 20) 21,304 20,640 Of which charter fees (note 20) 5,510 5,466 Other income 646 100 Operating expenses 7,654 6,041 Of which electricity and network charges 3,360 2,059 Of which port dues 3,418 3,218 Other expenses 46 22 Purchase of property, plant and equipment 929 0 Transactions with the members of the Group’s supervisory board and management board Short-term benefits 1,421 1,075 Social security charges 468 355 Note 24. Related party transactions 67.03% of the shares in AS Tallinna Sadam are held by the Republic of Estonia (through the Ministry of Climate). * At 31 December 2024 and 31 December 2023 the Group did not have receivables from or liabilities to companies in which the members of the supervisory and management boards of group companies have significant influence.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 24 142 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros seisuga 31.12. 2024 2023 Trade receivables from and payables to an associate Receivables (note 8) 10 9 Payables (note 15) 192 193 Trade receivables from and payables to government agencies and companies in which the state has control or significant influence Receivables* 2,185 2,201 Payables 19,422 7,601 Short-term benefits payable to the members of the Group’s supervisory board and management board Payables 464 287 * No receivables from related parties were written down in 2024 or 2023. All purchases and sales of services were transactions conducted in the ordinary course of business on an arm’s length basis. Revenue and operating expenses from transactions with related parties comprise only revenue and expenses from sales and purchases of business-related services. Information presented on companies over which members of the supervisory and management boards of Group companies have significant influence is based on the declarations presented in respect of the related parties. Based on the service contracts in force, at 31 December 2024 AS Tallinna Sadam had the obligation to pay its members of the management board (who are regarded as the key management personnel) benefits equal to their three months’ remuneration (EUR 122.0 thousand in 2024 and EUR 99.0 thousand in 2023) if the members of the management board were removed from office. In addition, AS Tallinna Sadam has the obligation to pay the members of the management board monthly compensation equal to 50% of their monthly remuneration for a period of 12 months aſter the expiry of their contracts for compliance with the non-compete obligations (EUR 245 thousand in 2024 and EUR 197.9 thousand in 2023). Based on the service contracts in force, at 31 December 2024 the subsidiaries of AS Tallinna Sadam had the obligation to pay their members of the management board benefits equal to their three months’ remuneration if the members of the management board were removed from office (EUR 142.1 thousand in 2024 and EUR 135.4 thousand in 2023).
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTES 25 and 26 143 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Note 25. Commitments
Purchases of intangible assets In thousands of euros 2024 2023 Purchases of intangible assets –599 –799 Paid for previous period 91 0 Trade payables at end of period (note 15) –66 –91 Other adjustments 0 1 Total adjustments 25 –90 Purchases and upgrades (note 12) 574 889 Purchases of property, plant and equipment In thousands of euros 2024 2023 Purchases of property, plant and equipment –38,981 –17,946 Offsetting transactions –471 0 Paid for previous period 2,358 470 Trade payables at end of period (note 15) –1,163 –2,358 Other adjustments 0 –3 Total adjustments 724 –1,891 Purchases and reconstruction (note 11) 38,257 19,837 Note 26. Investing activities in the statement of cash flows
At 31 December 2024, the Group’s contractual commitments related to purchases of property, plant and equipment, repairs, and research and development expenditures totalled EUR 38,075 thousand (31 December 2023: EUR 68,051 thousand), including a commitment of EUR 23,746 thousand under the contract for the construction of quay 6A at Paldiski South Harbour. At 31 December 2023, the Group’s contractual commitments amounted to EUR 54,102 thousand.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 27 144 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Note 27. Contingent liabilities Under several lease and right of superficies contracts, upon the expiry of the contract AS Tallinna Sadam has to compensate the cost of the facilities built or the improvements made to the assets of AS Tallinna Sadam by the lessee at the usual value of the facility or the improvement. Considering the long terms of the contracts (especially the right of superficies contracts) and the fact that the facilities are mostly special-purpose assets (port terminals), there is no valid experience in measuring their usual value upon the expiry of the contracts. Based on the above, the value of the obligations could not be estimated reliably at the reporting date. On 19 January 2024, reorganisation proceedings were initiated on the basis of the reorganisation application submitted by MPG AgroProduction OÜ and merged with the bankruptcy proceedings initiated by AS Tallinna Sadam against MPG AgroProduction OÜ on 28 November 2023 because MPG AgroProduction OÜ had not fulfilled its contractual obligations for a long time. At the same time, the bankruptcy proceedings were suspended until the approval of the reorganisation plan or the completion of the reorganisation proceedings. The Harju County Court terminated the reorganisation proceedings of MPG AgroProduction OÜ by its order of 26 March 2024. MPG AgroProduction OÜ filed appeals against the order with the Tallinn District Court and the Supreme Court. By order of the Supreme Court dated 12 August 2024, the order of the county court dated 26 March 2024 entered into force, which meant that the reorganisation plan of MPG AgroProduction OÜ was not approved and the reorganisation proceedings were terminated. As a result of the termination of the reorganisation proceedings, the Harju County Court continued to hear the bankruptcy petition against MPG AgroProduction OÜ and appointed an interim bankruptcy trustee for MPG AgroProduction OÜ on 21 August 2024. On 15 October 2024, the court declared MPG AgroProduction OÜ bankrupt, appointed a bankruptcy trustee and scheduled the first general meeting of the creditors. On 30 October 2024, MPG AgroProduction OÜ (bankrupt) filed an appeal against the bankruptcy order with the Tallinn District Court, seeking the annulment of the bankruptcy order and termination of the proceedings on the bankruptcy petition. AS Tallinna Sadam submitted its position to the court on 14 November 2024, requesting that the appeal be denied. The Tallinn District Court has not decided on the appeal by the date this report is authorised for issue. On 4 April 2024, AS Tallinna Sadam filed an additional statement of claim against MPG AgroProduction OÜ, demanding the imposition of obligations to enter into a real right contract for the transfer of ownership of a right of superficies to AS Tallinna Sadam, to make the declarations of intention required for making an entry in the land register and to vacate the area of the right of superficies, because MPG AgroProduction OÜ has not transferred the right of superficies voluntarily to AS Tallinna Sadam. In connection with MPG AgroProduction OÜ’s appeal against the bankruptcy order, the proceedings were suspended until the order enters into force. At 31 December 2024, AS Tallinna Sadam had claims of EUR 3.6 million (payments due for the right of superficies, servitude, land tax, services, interest and interest on arrears for 2022 and 2023), which had been written down. A contractual penalty and interest on arrears for 2024 will be added to the principal claim. On 29 November 2024, AS Tallinna Sadam filed a civil action lawsuit against AS Tallinna Vesi claiming compensation of EUR 605,110.26 for damages caused and additionally late payment interest accrued until the claim was filed. AS Tallinna Sadam and AS Tallinna Vesi have signed an agreement on water supply and sewerage service under which AS Tallinna Sadam has paid AS Tallinna Vesi an unreasonably high price for water service between 1 July 2011 and 30 November 2019. Namely, by amendments to the Public Water Supply and Sewerage Act (the ‘Act’) that entered into force on 1 November 2010, an obligation was imposed on water undertakings (including AS Tallinna Vesi) to establish, upon coordination with the Competition Authority, a price for water service which meets the criteria provided in subsection 14 (2) of the Act. The Supreme Court has established by its decision in administrative case number 3-11-1355 that the price proposal submitted by AS Tallinna Vesi on 9 November 2010 did not meet the criteria provided in subsection 14 (2) of the Act. AS Tallinna Vesi submitted a price proposal meeting the criteria of the Act to the Competition Authority only on 1 December 2019. AS Tallinna Sadam’s claim for damage caused is based on the excessively paid price for water service, i.e. the difference between the unreasonably high price established by AS Tallinna Vesi and the price meeting the criteria of subsection 14 (2) of the Act, considering the volume of water service consumed by AS Tallinna Sadam from 1 July 2011 to 30 November 2019. The Harju Count accepted the action of AS Tallinna Sadam by its order of 11 December 2024. AS Tallinna Vesi has not yet submitted its full response to the statement of claim. The Group has entered into a guarantee agreement with a bank, under which the bank has issued a guarantee of EUR 5 million to secure the obligations of OÜ TS Laevad under the public service contract for passenger transport. According to the assessment of the management board, it is not likely that the guarantee will be called. The Group has entered into a 2-year guarantee agreement with a bank, under which the bank has issued a guarantee of EUR 6 million to secure the obligations of OÜ TS Laevad under the public service contract for passenger transport signed on 10 September 2024. According to the assessment of the management board, it is not likely that the guarantee will be called.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 28 145 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Note 28. Investigations concerning the group On 26 August 2015, the Estonian Internal Security Service detained Ain Kaljurand and Allan Kiil, long-term members of the management board of the Group’s Parent, AS Tallinna Sadam, in connection with suspected large-scale bribery during several prior years. Aſter long-term investigation, on 31 July 2017 the Group filed a civil action lawsuit against Ain Kaljurand, Allan Kiil and other private and legal persons involved in the episodes under investigation. By the order of Harju County Court dated 19 November 2018, the civil action was included in the criminal proceedings against the above persons. On 28 October 2020, Harju County Court issued an order terminating criminal proceedings concerning Allan Kiil in connection with his terminal illness. At the same time, Tallinn Circuit Court issued an order requiring Allan Kiil to be involved in criminal proceedings as a civil defendant. Allan Kiil passed away on 15 June 2021 and on 23 September 2021 Marika Kiil was involved in the proceedings as a civil defendant and a third party in place of Allan Kiil. On 27 June 2024, the Harju County Court acquitted Ain Kaljurand, a former member of the management board of AS Tallinna Sadam, and other defendants in the criminal proceedings on the grounds that the statute of limitations for the offences had expired. The court also released the property from seizure and ordered partial payment of the procedure expenses. The civil action lawsuit brought by the victims AS Tallinna Sadam and OÜ TS Laevad was dismissed. The victims are entitled to refile the lawsuit in accordance with the Code of Civil Procedure. The judgment has not entered into force, as AS Tallinna Sadam, OÜ TS Laevad and the other parties to the proceedings appealed to the Tallinn District Court on 29 July 2024. On 14 October 2024, the Tallinn District Court decided to review the criminal case by written procedure. The decision of the District Court will be announced no later than 4 June 2025. Based on information available at the reporting date, the management board believes that the above events will not have a material adverse impact on the Group’s financial performance or financial position.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 29 146 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Statement of financial position In thousands of euros 31.12.2024 31.12.2023 ASSETS Current assets Cash and cash equivalents 11,774 16,804 Term deposits with maturities of more than 3 months 17,000 0 Trade and other receivables 14,123 17,004 Inventories 10 4 Total other current assets 42,907 33,812 Non-current assets held for sale 3,988 0 Total current assets 46,895 33,812 Non-current assets Investments in subsidiaries 5,774 5,774 Investments in an associate 132 132 Other long-term receivables 44,114 57,634 Investment properties 14,069 14,069 Property, plant and equipment 447,686 432,224 Intangible assets 2,053 1,940 Total non-current assets 513,828 511,773 Total assets 560,723 545,585 Note 29. Additional information on the parent The financial information on the Parent comprises the primary financial statements of the Parent, which are required to be disclosed in accordance with the Estonian Accounting Act, but which are not separate financial statements as defined in IAS 27. The primary financial statements of the Parent have been prepared using the same accounting policies as were applied in the preparation of the consolidated financial statements, except that investments in subsidiaries and associates are measured at cost.
Continues on page 147
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 29 147 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
In thousands of euros 31.12.2024 31.12.2023 LIABILITIES Current liabilities Loans and borrowings 12,191 15,832 Provisions 1,436 1,004 Government grants 21,969 7,260 Taxes payable 475 477 Trade and other payables 4,740 6,594 Total current liabilities 40,811 31,167 Non-current liabilities Loans and borrowings 172,650 157,566 Government grants 31,995 33,075 Other payables 2,815 3,010 Total non-current liabilities 207,460 193,651 Total liabilities 248,271 224,818 EQUITY Share capital 263,000 263,000 Share premium 44,478 44,478 Statutory capital reserve 23,304 22,858 Accumulated losses –18,330 –9,569 Total equity 312,452 320,767 Total liabilities and equity 560,723 545,585
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 29 148 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Statement of comprehensive income In thousands of euros 2024 2023 Revenue 70,690 69,205 Other income 1,482 2,185 Operating expenses –22,295 –23,919 Impairment of financial assets –815 –1,117 Personnel expenses –13,374 –13,271 Depreciation, amortisation and impairment –16,461 –17,163 Other expenses –352 –952 Operating profit 18,875 14,968 FINANCE INCOME AND COSTS Finance income 3,363 4,419 Finance costs –8,229 –7,398 Finance costs – net –4,866 –2,979 Profit before income tax 14,009 11,989 Income tax expense –3,125 –3,067 Profit for the period 10,884 8,922
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 29 149 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Statement of cash flows In thousands of euros 2024 2023 Cash receipts from sale of goods and services 76,257 74,818 Cash receipts related to other income 45 272 Payments to suppliers –28,650 –32,533 Payments to and on behalf of employees –11,884 –12,722 Payments for other expenses –173 –199 Income tax paid on dividends –3,325 –3,264 Cash from operating activities 32,270 26,372 Purchases of property, plant and equipment –36,870 –13,988 Purchases of intangible assets –459 –782 Proceeds from sale of property, plant and equipment 17 28 Government grants received 15,317 0 Repayments of loans provided 14,175 16,428 Dividends received 0 357 Interest received 3,309 3,769 Net change in deposits with maturities of more than 3 months –17,000 0 Cash used in/from investing activities –21,511 5,812 Redemption of debt securities –7,650 –7,650 Loans received 30,000 0 Repayments of loans received –10,466 –8,266 Dividends paid –19,000 –19,012 Interest paid –8,654 –6,494 Other payments related to financing activities –19 –1 Cash used in financing activities –15,789 –41,423 Net cash flow –5,030 –9,239 Cash and cash equivalents at beginning of period 16,804 26,043 Change in cash and cash equivalents –5,030 –9,239 Cash and cash equivalents at end of period 11,774 16,804
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 29 150 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports).
Statement of changes in equity In thousands of euros Share capital Share premium Statutory capital reserve Retained earnings/ accumulated losses Total equity Equity at 31 December 2023 263,000 44,478 22,858 –9,569 320,767 Profit for the period 0 0 0 10,884 10,884 Total comprehensive income for the period 0 0 0 10,884 10,884 Dividend declared 0 0 0 –19,199 –19,199 Total transactions with owners 0 0 0 –19,199 –19,199 Increase of capital reserve 0 0 446 –446 0 Equity at 31 December 2024 263,000 44,478 23,304 –18,330 312,452 Carrying amount of interests under control and significant influence 0 0 0 –5,774 –5,774 Value of interests under control and significant influence under the equity method 0 0 0 70,935 70,935 Adjusted unconsolidated equity at 31 December 2024 263,000 44,478 23,304 46,831 377,613 In thousands of euros Share capital Share premium Statutory capital reserve Retained earnings/ accumulated losses Total equity Equity at 31 December 2022 263,000 44,478 22,115 1,451 331,044 Profit for the period 0 0 0 8,922 8,922 Total comprehensive income for the period 0 0 0 8,922 8,922 Dividend declared 0 0 0 –19,199 –19,199 Total transactions with owners 0 0 0 –19,199 –19,199 Increase of capital reserve 0 0 743 –743 0 Equity at 31 December 2023 263,000 44,478 22,858 –9,569 320,767 Carrying amount of interests under control and significant influence 0 0 0 –5,774 –5,774 Value of interests under control and significant influence under the equity method 0 0 0 62,666 62,666 Adjusted unconsolidated equity at 31 December 2023 263,000 44,478 22,858 47,323 377,659 In accordance with the Estonian Accounting Act, adjusted unconsolidated retained earnings represent the amount that is available for distribution to shareholders.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 30 151 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Note 30. Unbundling of activities under the electricity market act Accounting policies These financial statements have been prepared in accordance with section 17 (3) of the Electricity Market Act. According to the Act, an electricity undertaking has to present a statement of financial position and an income statement for each area of activity in the notes to its financial statements. The financial statements include a statement of financial position and statement of comprehen- sive income for each of the following areas of activity: network service; sale of electricity; other activities. During the financial year, income, expenses and non-current assets directly attributable to specific areas of activity are accounted for separately for each area of activity. Indirect and administrative expenses are allocated, for personnel expenses, on the basis of the estimated distribution of personnel among the various activities and, for other expenses, on the basis of the proportion of the sales of each activity. At the end of the financial year, line items in the statement of financial position are allocated as described below. Trade receivables Sales invoices for connection fees, maintenance services, the sale of electricity and the provision of network service. Inventories Inventories attributable to network service. Non-current assets Non-current assets directly attributable to the provision of network service and the sale of electricity. Trade payables Trade payables are allocated according to actual data, the analysis is based on invoices issued by suppliers. Taxes payable, short-term provisions, other payables The items are related to remuneration (salaries, bonuses, taxes) and allocated to the areas of activity according to the allocation of personnel expenses. Government grants Liabilities arising from government grants related to assets directly attributable to the provision of network service and the sale of electricity. Contract liabilities Due to the nature of connection fees, liabilities related to contracts with customers are allocated to network service and other operating activities.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 30 152 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Consolidated statement of financial position In thousands of euros Sale of electricity Network service Other activities As at 31 December 2024 2023 2024 2023 2024 2023 2024 2023 ASSETS Current assets Cash and cash equivalents 17,213 29,733 0 0 0 0 17,213 29,733 Term deposits with maturities of more than 3 months 22,000 0 0 0 0 0 22,000 0 Trade and other receivables 12,512 12,118 212 228 273 277 12,027 11,613 Inventories 695 550 10 0 0 0 685 550 Non-current assets held for sale 4,190 0 0 0 0 0 4,190 0 Total current assets 56,610 42,401 222 228 273 277 56,115 41,896 Non-current assets Investments in an associate 2,664 2,177 0 0 0 0 2,664 2,177 Other long-term receivables 0 163 0 0 0 0 0 163 Investment properties 14,069 14,069 0 0 0 0 14,069 14,069 Property, plant and equipment 554,280 545,271 0 0 11,021 11,728 543,259 533,543 Intangible assets 2,238 2,083 0 0 0 0 2,238 2,083 Total non-current assets 573,251 563,763 0 0 11,021 11,728 562,230 552,035 Total assets 629,861 606,164 222 228 11,294 12,005 618,345 593,931 Continues on page 153
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 30 153 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). In thousands of euros Sale of electricity Network service Other activities As at 31 December 2024 2023 2024 2023 2024 2023 2024 2023 LIABILITIES Current liabilities Loans and borrowings 12,185 15,831 0 0 0 0 12,185 15,831 Provisions 1,771 1,311 0 0 61 40 1,710 1,271 Government grants 22,146 7,344 0 0 0 0 22,146 7,344 Taxes payable 906 876 0 0 37 38 869 838 Trade and other payables 7,780 9,492 186 222 183 188 7,411 9,082 Total current liabilities 44,788 34,854 186 222 281 266 44,321 34,366 Non-current liabilities Loans and borrowings 172,650 157,566 0 0 0 0 172,650 157,566 Government grants 31,995 33,075 0 0 1,079 1,131 30,916 31,944 Other payables 2,815 3,010 0 0 667 708 2,148 2,302 Total non-current liabilities 207,460 193,651 0 0 1,746 1,839 205,714 191,812 Total liabilities 252,248 228,505 186 222 2,027 2,105 250,035 226,178 EQUITY Share capital 263,000 263,000 0 0 0 0 0 0 Share premium 44,478 44,478 0 0 0 0 0 0 Statutory capital reserve 23,304 22,858 0 0 0 0 0 0 Retained earnings (prior periods) 27,678 31,441 0 0 0 0 0 0 Profit/loss for the period 19,153 15,882 –84 –76 –368 –536 19,605 16,494 Balancing of unallocated equity items 0 0 120 82 9,635 10,436 348,705 351,259 Total equity 377,613 377,659 36 6 9,267 9,900 368,310 367,753 Total liabilities and equity 629,861 606,164 222 228 11,294 12,005 618,345 593,931
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Notes to the Consolidated Financial Statements: NOTE 30 154 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Consolidated statement of comprehensive income Sale of electricity Network service Other activities In thousands of euros 2024 2023 2024 2023 2024 2023 2024 2023 Revenue 119,587 116,646 1,793 1,842 2,327 2,156 115,467 112,648 Other income 1,737 2,208 0 0 41 52 1,696 2,156 Operating expenses –40,427 –41,403 –1,775 –1,824 –1,568 –1,415 –37,084 –38,164 Impairment of financial assets –805 –1,145 0 0 0 0 –805 –1,145 Personnel expenses –25,722 –25,214 –100 –91 –505 –512 –25,117 –24,611 Depreciation, amortisation and impairment –24,833 –25,389 –2 –3 –663 –817 –24,168 –24,569 Other expenses –389 –1,073 0 0 0 0 –389 –1,073 Operating profit/loss 29,148 24,630 –84 –76 –368 –536 29,600 25,242 FINANCE INCOME AND COSTS Finance income 900 1,237 0 0 0 0 900 1,237 Finance costs –8,257 –7,435 0 0 0 0 –8,257 –7,435 Finance costs — net –7,357 –6,198 0 0 0 0 –7,357 –6,198 Share of profit of an associate accounted for under the equity method 487 435 0 0 0 0 487 435 Profit/loss before income tax 22,278 18,867 –84 –76 –368 –536 22,730 19,479 Income tax expense –3,125 –2,985 0 0 0 0 –3,125 –2,985 Profit/loss for the period 19,153 15,882 –84 –76 –368 –536 19,605 16,494
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Juhatuse kinnitus 155 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The management board has prepared the management report, the remuneration report and the consolidated financial statements of AS Tallinna Sadam as at and for the year ended 31 December 2024. The management board confirms that the Group’s management report and the Parent company’s remuneration report set out on pages 5 to 75 provide a true and fair view of the Group’s business operations, performance and significant events in the reporting period. The management board confirms that the Group’s consolidated financial statements set out on pages 76 to 154 are correct and complete and that: 1. the consolidated financial statements have been prepared in accordance with the Estonian Accounting Act and International Financial Reporting Standards as adopted by the European Union (IFRS EU); 2. the consolidated financial statements give a true and fair view of the financial position, cash flows and financial performance of the Group; 3. all significant events that occurred until the date on which the financial statements were approved and signed by the management board (18 March 2025) have been properly recognised and disclosed in the consolidated financial statements; and
4. AS Tallinna Sadam and its subsidiaries are going concerns.
/Signed digitally/ VALDO KALM Chairman of the Management Board /Signed digitally/ ANDRUS AIT Member of the Management Board /Signed digitally/ MARGUS VIHMAN Member of the Management Board /Signed digitally/ RENE PÄRT Member of the Management Board Management’s Confirmation 18 March 2025
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Sõltumatu vandeaudiitori aruanne 156 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Independent Auditor’s Report AS PricewaterhouseCoopers Tatari 1, 10116 Tallinn, Estonia; License No. 6; Registry code: 10142876 T: +372 614 1800, www.pwc.ee Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). Independent auditor’s report To the Shareholders of aktsiaselts TALLINNA SADAM Report on the audit of the consolidated financial statements Our opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of aktsiaselts TALLINNA SADAM (the “Company”) and its subsidiaries (together – the “Group”) as at 31 December 2024, and the Group´s consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Our opinion is consistent with our additional report to the Audit Committee dated 18 March 2025. What we have audited The Group’s consolidated financial statements comprise: the consolidated statement of financial position as at 31 December 2024; the consolidated statement of comprehensive income for the year ended 31 December 2024; the consolidated statement of cash flows for the year then ended; the consolidated statement of changes in equity for the year then ended; and the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code. To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Company and its subsidiaries are in accordance with the applicable law and regulations in the Republic of Estonia and that we have not provided non-audit services that are prohibited under § 59 1 of the Auditors Activities Act of the Republic of Estonia. The non-audit services that we have provided to the Company and its subsidiaries in the period from 1 January 2024 to 31 December 2024 are disclosed in the Management report.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Sõltumatu vandeaudiitori aruanne 157 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 3 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Revenue recognition (refer to Note 2 “Material accounting policies”, Note 3 “Operating segments”, Note 20 “Revenue” and Note 24 “Related party transactions” for further details). In 2024, the Group recognised revenue in the amount of EUR 119,587 thousand. Revenue consists of many various services, the most significant of which are the sale of ferry services, totalling EUR 36,152 thousand, and vessel dues, amounting to EUR 31,528 thousand. A detailed overview of the Group’s revenue streams is disclosed in Note 20 of the financial statements. Although majority of the Group’s revenue transactions are non-complex by their nature, the accounting for revenue is based on various processes, is associated to distinct internal control procedures, and is based on a range of IT systems due to the variety of revenue streams. Due to the factors described above, auditing revenue requires significant time and resources, and is therefore considered to be a key audit matter. We assessed whether the Group’s accounting policies in relation to revenue recognition complied with International Financial Reporting Standards as adopted by European Union. We assessed the design and implementation of key controls over revenue recognition, including analysing the complexity of the Group’s IT environment, evaluating IT risks, and assessing the design and implementation of the related IT general controls. We performed the following detailed audit procedures: we selectively reviewed contracts and agreements related to revenue recognition; we assessed whether the Group had appropriately applied the principles of the revenue recognition standard IFRS 15; we assessed the correctness of revenue entries by agreeing selected transactions in the accounting systems to supporting evidence; we obtained confirmation letters from the Group’s customers for selected revenue transactions and year-end receivable balances; we tested credit notes issued after period end; we conducted a review of the journal entries related to revenue based on risk-based selection and verified the supporting documentation for unusual entries; and we applied the principles of unpredictability in the implementation and execution of our audit procedures over revenue recognition. Additionally, we verified adequacy and completeness of disclosures in the consolidated financial statements in accordance with applicable accounting standards. Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 2 Materiality Group- scoping Key audit matters Our audit approach Overview Overall Group audit materiality is EUR 1,113 thousand, which represents approximately 5% of profit before tax. A full scope audit was performed by PwC Estonia for all Group entities. Revenue recognition. As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Management Board made subjective judgments; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Materiality The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They 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 consolidated financial statements. Based on our professional judgment, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole. Overall Group audit materiality EUR 1,113 thousand. How we determined it Approximately 5% of profit before tax. Rationale for the materiality benchmark applied We have applied this benchmark, as profit before income tax is one of the principal considerations when assessing the Group’s performance and a key performance indicator for Management and Supervisory Board. We chose 5%, which is consistent with quantitative materiality thresholds used for this benchmark.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Sõltumatu vandeaudiitori aruanne 158 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 5 Responsibilities of the Management Board and those charged with governance for the consolidated financial statements The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated 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 circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board. Conclude on the appropriateness of the Management Board’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 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 consolidated 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 Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purpose of the group audit. We remain solely responsible for our audit opinion. Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 4 How we tailored our Group audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. In order to achieve this objective, we performed a full scope audit of all entities within the Group. At the Group level we tested the consolidation process and performed additional analytical procedures over the components in scope with the objective to obtain evidence that no material misstatements exist that may affect the consolidated financial statements. Information describing the structure of the Group is included in Note 1 of the consolidated financial statements. Reporting on other information including the Management report The Management Board is responsible for the other information. The other information comprises the Management report and the Remuneration Report (but does not include the consolidated financial statements and our auditor’s report thereon). Our opinion on the consolidated financial statements does not cover the other information, including the Management report. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the Management report, we also performed the procedures required by the Auditors Activities Act of the Republic of Estonia. Those procedures include considering whether the Management report is consistent, in all material respects, with the consolidated financial statements and is prepared in accordance with the requirements of the Accounting Act of the Republic of Estonia. In accordance with the Securities Market Act of the Republic of Estonia with respect to the Remuneration Report, our responsibility is to consider whether the Remuneration Report includes the information in accordance with the requirements of Article 135 3 (3) of the Securities Market Act of the Republic of Estonia. Based on the work undertaken in the course of our audit, in our opinion: the information given in the Management report for the financial year for which the consolidated financial statements are prepared is consistent, in all material respects, with the consolidated financial statements; the Management report has been prepared in accordance with the requirements of the Accounting Act of the Republic of Estonia; and the Remuneration Report has been prepared in accordance with Article 135 3 (3) of the Securities Market Act of the Republic of Estonia. If, based on the work we have performed on the Management report and other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement in the Management report or in this other information, we are required to report that fact. We have nothing to report in this regard.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Sõltumatu vandeaudiitori aruanne 159 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 7 Responsibility of the Management Board and those charged with governance The Management Board of the Company is responsible for the Presentation of the Consolidated Financial Statements that complies with the requirements of the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using ESEF taxonomy and designing, implementing and maintaining internal controls relevant for the preparation of the Presentation of the Consolidated Financial Statements which is free from material non-compliance with the requirements of the ESEF Regulation. Those charged with governance are responsible for overseeing the financial reporting process, which should also be understood as the preparation of consolidated financial statements in accordance with the format resulting from the ESEF Regulation. Our responsibility Our responsibility was to express a reasonable assurance conclusion whether the Presentation of the Consolidated Financial Statements complies, in all material respects, with the ESEF Regulation. We conducted our engagement in accordance with the International Standard on Assurance Engagements (Estonia) 3000 (revised) “Assurance Engagements other than Audits and Reviews of Historical Financial Information" (ISAE (EE) 3000 (revised)). This standard requires that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the Presentation of the Consolidated Financial Statements complies, in all material aspects, with the applicable requirements. Reasonable assurance is a high level of assurance, but it does not guarantee that the service performed in accordance with ISAE (EE) 3000 (revised) will always detect the existing material misstatement (significant non- compliance with the requirements). Quality management requirements and professional ethics We apply the provisions of the International Standard on Quality Management (Estonia) 1 (revised) and accordingly maintain a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Summary of the work performed Our planned and performed procedures were aimed at obtaining reasonable assurance that the Presentation of the Consolidated Financial Statements complies, in all material aspects, with the applicable requirements and such compliance is free from material errors or omissions. Our procedures included in particular: obtaining an understanding of the internal control system and processes relevant to the application of the Electronic Reporting Format of the Consolidated Financial Statements, including the preparation of the XHTML format and marking up the consolidated financial statements; verification whether the XHTML format was applied properly; Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 6 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 independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated 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. Report on other legal and regulatory requirements Report on the compliance of the presentation of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”) We have been engaged based our agreement by the Management Board of the Company to conduct a reasonable assurance engagement for the verification of compliance with the applicable requirements of the presentation of the consolidated financial statements of aktsiaselts TALLINNA SADAM for the year ended 31 December 2024 (the “Presentation of the Consolidated Financial Statements”). Description of a subject matter and applicable criteria The Presentation of the Consolidated Financial Statements has been applied by the Management Board of the Company to comply with the requirements of art. 3 and 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”). The applicable requirements regarding the Presentation of the Consolidated Financial Statements are contained in the ESEF Regulation. The requirements described in the preceding sentence determine the basis for application of the Presentation of the Consolidated Financial Statements and, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Sõltumatu vandeaudiitori aruanne 160 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 9 Appointment and period of our audit engagement We were first appointed as auditors of aktsiaselts TALLINNA SADAM on 25 April 2023 for the financial year ended 31 December 2023. In accordance with the Auditors Activities Act of the Republic of Estonia and the Regulation (EU) No 537/2014, our appointment as the auditor of aktsiaselts TALLINNA SADAM can be extended for up to the financial year ending 31 December 2042. AS PricewaterhouseCoopers Original report is signed in Estonian language Jüri Koltsov Certified auditor in charge, auditor’s certificate no.623 18 March 2025 Tallinn, Estonia Translation note: This version of the report is a translation from the original, which was prepared in Estonian. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. This independent auditor’s report (translation of the Estonian original) should only be used with the original document submitted in machine-readable .xhtml format that is submitted to the Tallinn Stock Exchange (Link:https://nasdaqbaltic.com/statistics/en/instrument/EE3100021635/reports?date=2024-03-21). 8 evaluating the completeness of marking up the consolidated financial statements using the iXBRL markup language according to the requirements of the implementation of electronic format as described in the ESEF Regulation; evaluating the appropriateness of the Group’s' use of XBRL markups selected from the ESEF taxonomy and the creation of extension markups where no suitable element in the ESEF taxonomy has been identified; and evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion In our opinion, based on the procedures performed, the Presentation of the Consolidated Financial Statements complies, in all material respects, with the ESEF Regulation.
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Nõukogu kinnitus 161 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). The supervisory board of AS Tallinna Sadam has approved the group annual report of AS Tallinna Sadam as at and for the year ended 31 December 2024, which consists of the management report, remuneration report, the consolidated financial statements and the accompanying independent auditor’s report. /Signed digitally/ RIHO UNT /Signed digitally/ MAREK HELM /Signed digitally/ MAARIKA HONKONEN /Signed digitally/ KAUR KAJAK /Signed digitally/ RISTO MÄEOTS /Signed digitally/ AIN TATTER /Signed digitally/ VEIKO SEPP Statement of the Supervisory Board 27 March 2025
GROUP ANNUAL REPORT 2024 • TRANSLATION OF THE ESTONIAN ORIGINAL Kasumi jaotamise ettepanek 162 The original and digitally signed Group’s annual report has been submitted in the machine-readable XHTML format to the Nasdaq Tallinn Stock Exchange (link: https://nasdaqbaltic.com/statistics/et/instrument/EE3100021635/reports). At 31 December 2024, the Group’s retained earnings amounted to EUR 46,831,353, including profit for the period of EUR 19,152,928. Based on the above and the dividend policy approved by the general meeting, the management board proposes that the Group distribute a dividend of EUR 0.073 per share, i.e. EUR 19,199,000 in total. Based on section 332 of the Commercial Code of Estonia, the management board proposes that the retained earnings for the year ended 31 December 2024 be allocated as follows: Dividend distribution EUR 19,199,000 Transfer to statutory capital reserve EUR 544,210 Retained earnings aſter allocations EUR 27,088,143 Profit Allocation Proposal /Signed digitally/ VALDO KALM Chairman of the Management Board /Signed digitally/ ANDRUS AIT Member of the Management Board /Signed digitally/ MARGUS VIHMAN Member of the Management Board /Signed digitally/ RENE PÄRT Member of the Management Board