This financial review in PDF format is not an xHTML document in accordance with the ESEF (European Single Electronic Format) regulations.

Years on track

Annual Report

2025

NURMINEN LOGISTICS IN BRIEF

NURMINEN LOGISTICS I ANNUAL REPORT 2025 2

Nurminen Logistics is a Finnish logistics company that provides high-quality rail transport, terminal,

and multimodal solutions between Asia and Europe, the Nordic countries, and the Baltic region.

The company’s net sales was approximately €109 million in 2025, and it employs 181 logistics

professionals. Nurminen Logistics’ shares are listed on the main list of Nasdaq Helsinki.

In 2026, Nurminen Logistics will celebrate our 140-year history with an eye on future growth and

responsible logistics solutions.

Nurminen Logistics

in brief

CONTENTS

Year 2025 in brief 3

CEO’s review 4

140 Years on the track 6

The Board’s Report on Operations 8

Financial Statements 15

YEAR 2025 IN BRIEF

NURMINEN LOGISTICS I ANNUAL REPORT 2025 3

Year 2025:

Profitable growth

in a challenging market

• Net sales grew by 4.4% to EUR 109.4 million.

• Profitability remained high with a comparable EBITA* of EUR 18,3 million.

• Geopolitical uncertainties slowed down the development of transport demand.

• Investments in international growth and strengthening the service network continued.

• Nurminen Logistics’ reputation and recognition strengthened, and its customer base expanded.

• Market growth prospects for 2026 vary by region.

• Nurminen Logistics’ competitiveness is strong.

• The Board of Directors proposes a capital repayment of EUR 0.03 from the invested unrestricted equity fund.

Net sales

EUR 1,000

109,375

(104,766)

14,590

(19,293)

Operating profit

EUR 1 ,000

(30)

Return on equity

Equity ratio

(30)

Employees

181

(178)

Capital return*

EUR

0.03

(0.06)

*Proposal of the BoD

Alternative performance measure = financial key figure other than one specified or named in the IFRS standards. The bridge calculation of

comparable net operating result is presented in table form on page 14.

CEO´S REVIEW

NURMINEN LOGISTICS I ANNUAL REPORT 2025 4

In 2025, Nurminen Logistics continued profitable growth with a strong

comparable EBITA of EUR 18.3 million (16.7% of net sales) and a strong

operating cash flow of EUR 20.1 million. Net sales for 2025, EUR 109.4

million, increased by 4.4% year-on-year. The business operations in

Finland and Sweden grew well, both organically and driven by the acqui-

sition of Essinge Rail Ab completed in late 2024. Several geopolitical

uncertainties and the re-routing of international flows of goods had a

negative impact on the Baltic business and volumes decreased signifi-

cantly.

INVESTMENTS IN GROWING MARKETS

Although the economic development in the markets was weak, we were

able to achieve good results in all areas and continue to invest in inter-

national growth, especially in railway logistics. We aimed for growth with

our new rail transport service between the Port of Gothenburg and North-

ern Finland. The service was quickly adopted by international customers,

but demand in the Finnish market remained more limited than expected.

Due to this, we reassessed the growth potential of the route and decided

to discontinue the service.

Our strategic solution to focus growth investments on larger markets

in mainland Europe and Sweden leverages our strong railway logistics

expertise and directs resources to areas where demand is growing. This

demonstrates the company’s courage to try new things, learn quickly and

make decisions that support long-term and strong growth in the years to

come.

We invested in supervisor training and language training for the entire

personnel to support internationalisation. With these training courses,

we strengthened leadership, team collaboration and our personnel’s

capabilities to operate in a multilingual and growing operating environ-

ment. We want to ensure that our committed employees have the best

OLLI POHJANVIRTA

CEO’s review

CEO´S REVIEW

NURMINEN LOGISTICS I ANNUAL REPORT 2025 5

possible conditions to develop with the company. In Sweden, we strength-

ened sales and rail operations in particular. In late February, we opened

our own weekly block train connection between northern Italy and Swe-

den. The block train transports containers, covered wagons and trailers,

and the service covers a wide clientele.

HIGH-QUALITY COMPREHENSIVE SERVICE

AS PART OF OUR COMPETITIVENESS

Our competitiveness is based on a good market position, extensive

logistics expertise and a comprehensive route network, supported by

deep customer understanding and high-quality service. We offer our

customers a comprehensive service from terminal operations to door-to-

door transports that we can produce competitively, flexibly scaling capac-

ity. Our growing train operations in Finland were among the most punctual

and efficient in the industry with a delivery reliability of 96%. Good and

consistent quality is ensured through certified processes, training, uniform

operating models and continuous monitoring of customer feedback.

IN 2026, WE WILL BE ABLE TO FOCUS

ON INTERNATIONAL GROWTH

We have started 2026 from an operationally good starting point. We see

growth increasingly coming from international markets, and our good

competitiveness facilitates continued growth in logistics between Central

and Northern Europe. Strengthening of the Swedish economy and con-

sumer demand supports our growth. We are not yet expecting a signifi-

cant turn for the better in the Baltic or Finnish markets.

Long-term agreements with several customers ensure stable profita-

bility for the next few years. Our cash position and balance sheet will

We see growth increasingly

coming from international

markets, and our good

competitiveness facilitates

continued growth in

logistics between Central

and Northern Europe.

continue to enable the implementation of growth projects and the asso-

ciated controlled risk-taking.

I would like to express my warmest thanks to our dedicated and inno-

vative personnel and thank our customers and partners for their trust.

This year, we are celebrating the 140th anniversary of Nurminen Logis-

tics, which reminds us of our unique heritage and our duty to move boldly

towards new entries, growth and future opportunities.

140 YEARS ON THE TRACK

NURMINEN LOGISTICS I ANNUAL REPORT 2025 6

Years on track

We’ve been keeping the world on track since 1886. Today, we connect

the Nordics, Europe and Asia efficiently and responsibly by rail.

140 years

on track

1930

PART OF THE TRAVEL

BOOM

In 1935, the company

becomes a shareholder in

Matkatoimisto Kaleva Oy. In

1967, Nurminen-Lento begins

operating at Helsinki Airport

as Finland’s first air cargo

forwarder.

1886

OUR STORY BEGINS

Johan Nurminen establishes a

general store in Rauma, and

shipping operations soon begin. By

the time of the First World War, John

Nurminen has become Finland’s

largest forwarding company.

2023

WE GROW THROUGH

ACQUISITIONS

In 2023, we become

Finland’s largest private

railway company by

acquiring North Rail Oy. In

2024, we expand further by

acquiring the Swedish

company Essinge Rail AB.

2008

INTO THE STOCK

EXCHANGE

Nurminen Logistics Plc is listed

on the Helsinki Stock Ex-

change after spinning off its

logistics operations into a se-

parate company, and relocates

to the new logistics centre in

Vuosaari. The company’s own

railway equipment already con-

sists of nearly one thousand

wagons.

2000

CENTRING LOGISTICS

The company focuses on logistics

services and grows into the

leading vehicle logistics provider

in the Baltic Sea region, as well as

the largest ambulance operator in

Finland. In September 2007, the

foundations of the Vuosaari

logistics centre are laid.

1970

INTERNATIONALISATION

After the Suez Crisis, the

company shifts from shipping

operations to international

forwarding and transportation,

and in the 1990s it phases out

traditional forwarding and

transport services altogether.

2010

TRAIN TRAFFIC TO ASIA BEGINS

Container train traffic to China

begins in 2018 and quickly grows

into regular connections from

Helsinki and Kotka to several

destinations.

2026

LAUNCH OF THE SWEDEN–

ITALY CONNECTION

We open a direct, regular rail

connection with fast transit

times between Sweden and

Italy.

TABLE OF CONTENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 7

The Board’s Report on Operations 8

Consolidated statement of comprehensive income, IFRS

Consolidated statement of financial position, IFRS

Consolidated cash flow statement, IFRS

Consolidated statement of changes in equity, IFRS

Notes to the consolidated financial statements, IFRS

1. Accounting principles for the consolidated financial

statements

2. Net sales and accounting principles

3. Other operating income

4. Operating expenses

5. Employee benefit expenses

6. Depreciation, amortisation and impairment losses

7. Financial income and expenses

8. Income taxes

9. Earnings per share

10. Subsidiaries and associates

11. Property, plant and equipment

12. Intangible assets

13. Leases

14. Carrying amounts of financial assets and financial

liabilities by category

15. Impairment of assets

16. Investments in equity-accounted investees

17. Non-current receivables

18. Deferred tax assets and liabilities

19. Trade and other receivables

20. Cash and cash equivalents

21. Information about equity

22. Share-based payments

23. Defined benefit pension plans

24. Interest-bearing liabilities

25. Trade payables and other liabilities

26. Financial risk management

27. Other leases

28. Contingencies and commitments

29. Derivative contracts

30. Related party transactions

31. Acquisitions and divested businesses

32. Legal proceedings

33. Events after the balance sheet date

Distribution of ownership 31 December 2024

Parent Company’s Income Statement

Parent Company’s Balance Sheet

Parent Company’s Cash Flow Statement

Notes to the Parent Company’s Financial Statements

Accounting principles for the parent company’s financial

statements

Notes to the Parent Company’s Income Statement

Notes to the Parent Company’s Balance Sheet

Other Notes of the Parent Company

The Parent Company’s Notes Concerning Personnel and

Company Organs

Key figures for the parent company

The Board’s proposal for the distribution of profit,

signatures of the Board’s report on operations and

financial statements and auditor’s note

Auditor’s report

Independent auditor’s report on ESEF financial

statements

Table of Contents

The Board's Report on Operations

and financial statements

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 8

In 2025, Nurminen Logistics continued profitable growth with a strong

comparable EBITA of EUR 18.3 million (16.7% of net sales) and a strong

operating cash flow of EUR 20.1 million. Net sales for 2025, EUR 109.4

million, increased by 4.4% year-on-year. Both Finnish and Swedish

business grew well organically as well as driven by the acquisition of

Essinge Rail Ab at the end of 2024. Several geopolitical uncertainties

and the re-routing of international flows of goods affected negatively on

the development of the Baltic business and volumes decreased clearly.

Although the economic development in the markets was weak, we were

able to achieve good results in all areas and continue to invest in inter-

national growth, especially in railway logistics. We further strengthened

our balance sheet position, which enables the implementation of our

growth strategy in international traffic both organically and through acqui-

sitions. At the end of the financial year, our cash and cash equivalents

amounted to EUR 20.3 million. The Group’s equity ratio was 43.9% and

net debt excluding IFRS16 items in relation to EBITDA was 0.24.

In 2025, we pursued growth through a new rail transport service devel-

oped between the Port of Gothenburg and Northern Finland. The service

was rapidly adopted by international customers; however, demand in the

Finnish market remained more limited than anticipated. As a result, we

reassessed the route’s growth potential and decided to discontinue

operations and write down the remaining unamortised development

expenses on EUR -1.8 million.

Our strategic decision to focus growth investments on larger markets

in continental Europe and Sweden leverages our strong rail logistics

expertise and directs resources to areas where demand is rising. This

demonstrates the company’s willingness to try new things, learn quickly,

and make decisions that support long-term and sustainable growth in the

years ahead.

Our cash position and balance sheet will continue to support the exe-

cution of growth projects and the related controlled risk-taking, without

which significant future growth, or the success story we are determined

to build, would not be possible.

We see good growth prospects for our international railway business,

as the expansion of our service network, the growth of our clientele and

the strengthening of our brand awareness create clear prerequisites for

development.

In 2025, we invested in developing the competence of our personnel

through various training courses. In addition, we clarified the manage-

ment structures to improve the efficiency of operations. In Sweden, we

strengthened our sales and rail operations in particular and opened an

office in northern Italy. With these measures, we will create better pre-

requisites for international growth and open our own weekly block train

connection between northern Italy and Sweden in late February. Our

block train transports containers, covered wagons and trailers, and the

service covers a wide clientele. We offer our customers a comprehensive

service from terminal operations to door-to-door transports that we can

produce competitively, flexibly scaling capacity. This entry lays down the

foundation for opening similar routes elsewhere in Europe and supports

international growth in the coming years.

In the traditional sense, the implementation and launch of the service

corresponds to logistics construction projects.

Our growing rail operations in Finland were among the most punctual

and efficient in the industry, achieving a delivery reliability of 96%.

In terminal operations in Finland, we have succeeded in significantly

increasing our clientele, particularly in green transition-related electrifi-

cation and data centre projects, which have good growth prospects.

We see 2026 as a stable year for our operations in Finland.

We believe that our extensive and in-depth expertise helps us to dif-

ferentiate ourselves for the benefit of our customers and create tangible

added value for them in the future as well. We see growth increasingly

coming from international markets, and our good competitiveness facil-

itates continued growth in logistics between Central and Northern Europe.

The fourth quarter of 2025 was operatively stronger than the compar-

ison period, and we have been able to start 2026 from a good operational

starting point. The strengthening of the Swedish economy and consumer

demand supports our growth, although we do not expect a significant

turnaround in the business conditions in the Baltic countries or Finland

in 2026.

Our competitiveness is based on a good market position, extensive

logistics expertise and a comprehensive route network, supported by

deep customer understanding and high-quality service. This lays down

a strong foundation for long-term growth of shareholder value.

We would like to express our warmest thanks to our dedicated and

innovative personnel and thank our customers and partners for their trust.

This year, we celebrate Nurminen Logistics’ 140-year history, a significant

milestone that reminds us of our unique heritage and our responsibility

to move forward boldly toward new initiatives, growth, and future oppor-

tunities.

The Board’s

Report on Operations

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 9

MARKET SITUATION AND FUTURE OUTLOOK

Nurminen Logistics estimates that the development of the logistics mar-

ket relevant to the Group will strengthen in 2026, driven particularly by

the new routes and clients in Central Europe, facilitating the positive

development of the Group’s business in 2026. The recovery of the econ-

omy and consumer demand forecast by key institutions, particularly in

Sweden, will support the demand for Nurminen Logistics’ services.

We believe that the demand for rail freight in particular, which is at the

heart of our strategy, will increase in the Group’s target markets, sup-

ported by the increased significance of environmental values in deci-

sion-making driven by tightening regulation and our growing energy raw

material transport business. The stabilisation of the interest rate environ-

ment and the improved availability of financing will support customer

demand for goods and capital goods, which, supports the demand for

Nurminen Logistics’ services.

Nurminen Logistics has maintained its readiness to quickly launch

direct rail transport between China and Finland to serve the Nordic and

Central European markets. There is a clear need for this service in the

market, as it offers a significant competitive advantage to the customer

base.

Nurminen Logistics will continue to invest in international railway ser-

vices, which we expect to be the Group’s growth engine in the future. The

Group’s long-term agreements with several customers ensure stable

profitability for the next few years. A very strong balance sheet structure,

strong positive cash flow and significant liquid assets enable organic

growth projects and possible acquisitions.

BUSINESS REVIEW

In 2025, we built the company’s future by integrating Essinge Rail into

the Nurminen Logistics brand and expanding our service offering in

Europe with, for example, project transports from Czechia, Poland and

Italy. In our domestic business, our focus area was continuous efficiency

improvement and high delivery reliability, in which we succeeded well.

Thanks to our extensive clientele, strong expertise, European terminal

network and the available wagon pool, we are able to grow the business

quickly and with capital lightness. This is reflected in the railway business,

where net sales have continued to grow by double-digit percentages and

profitability has improved by three-digit percentages. With these invest-

ments, we will enable the transport of significant volumes to a wider

market area. We see strong growth potential particularly in container

transports within the Central European rail market, which is valued at

approximately EUR 17 billion, compared with about EUR 300 million in

Finland. In addition, we are maintaining the readiness to launch rail

transport between the Nordics and China in the future to meet existing

customer demand.

In 2025, cash flow from operating activities was very strong, reaching

EUR 20.1 million (EUR 11.9 million), which increased our liquid assets

to EUR 20.3 million (EUR 16.3 million) at the end of the financial year.

We continued to strengthen the Group’s balance sheet and raised new

loans in the amount of EUR 3 million, while repaying existing loans in the

amount of EUR 6.3 million. The Group’s equity ratio was 43.9% (40.7%),

net gearing declined to 50.2% (71.7%) and interest-bearing net debt to

EBITDA was 0.87. Return on equity was 15.6% (30.0%).

Our otherwise good growth rate was weakened by geopolitical chal-

lenges affecting the Baltic businesses, which meant a decrease of EUR

-16.8 million in net sales compared to the comparison period. However,

the decline in net sales in the Baltic countries was successfully offset in

the Group’s other business areas and the full-year growth was EUR 4.6

million, or 4.4%.

FINANCIAL POSITION AND BALANCE SHEET

Cash flow from operating activities amounted to EUR +20.1 million.

October–December accounted for EUR +6.0 million of the cash flow from

operating activities. The change in working capital accounted for EUR

+1.3 million of the cash flow from operating activities. Cash flow from

investments was EUR -6,8 million. Net cash flow from investing activities

was mainly affected by payments related to acquired businesses.

Cash flow from financing activities was EUR -9.3 million, with the

largest items being EUR 3.0 million in withdrawals of non-current loans,

EUR -3.2 million in repayments of non-current loans, EUR -2.4 million in

repayments of capital, EUR -3.7 million in dividends paid to non-con-

trolling interests and in repayments of capital and EUR -3.0 million in

payments related to lease liabilities.

At the end of the review period, the Group’s cash and cash equivalents

amounted to EUR 20.3 million. Cash and cash equivalents attributable

to the Baltic operations amounted to EUR 3.1 million.

The valuation of assets in the financial statements is based on the

going concern assumption and market prices, and the assets do not

involve a risk of write-downs at the time of closing the accounts. The

Group management estimates that the cash flow will cover the current

business needs and liabilities for the next 12 months.

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

amounted to EUR 6.0 million. The liabilities according to IFRS 16

amounted to EUR 15.5 million and relate to business premises leased

by the company’s business units.

The Group’s current interest-bearing liabilities, a total of EUR 10.4

million, consist of a liability of EUR 3.1 million related to a business

acquisition, bank loans, and IFRS lease liabilities of EUR 3.5 million.

Short-term financial liabilities include EUR 3.9 million of loans taken from

financial institutions and EUR 3.1 million of liabilities related to the acqui-

sition of Essinge Rail AB. Non-current interest-bearing liabilities are EUR

31.4 million, EUR 19.4 million of which consists of long-term debt and

EUR 12.0 million is related to IFRS 16 lease liabilities.

Long-term financial liabilities amount to EUR 31.4 million. Long-term

loans include a loan of EUR 0.9 million taken out by Nurminen Logistics

Plc from Finnvera, a loan of EUR 1.3 million taken out by Nurminen

Logistics Plc from Ilmarinen, a loan of EUR 5.3 million taken out by Nur-

minen Logistics Plc from Danske Bank and a loan of EUR 11.8 million

taken out by North Rail Oy from Hoplon Opportunities Fund II SCSp.

The Group’s equity amounted to EUR 42.7 million at the end of the

year, while it was EUR 41.2 million at the end of the previous financial

period. The equity ratio remained at a good level at 43.9% (40.7%). The

balance sheet total was EUR 97.3 million (101.5).

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 10

CAPITAL EXPENDITURE

The Group’s gross capital expenditure during the review period amounted

to EUR 1.4 million (EUR 2.0 million), accounting for 1.3% (1.9%) of net

sales. Depreciation totalled EUR 8.2 million (EUR 5.4 million), or 7.5%

(5.2%) of net sales. Amortisation of right-of-use assets associated with

IFRS 16 amounted to EUR 3.4 million (EUR 1.3 million) during the review

period.

GROUP STRUCTURE

The Group comprises the parent company, Nurminen Logistics Plc, as well

as the following subsidiaries and associated companies, owned directly

or indirectly by the parent (ownership, %): Nurminen Logistics Services

Oy (100%), Nurminen Logistics Services AB (100%), Kiinteistö Oy Kotkan

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

(100%), Kiinteistö Oy Vainikkalan Huolintatie 13 (100%), North Rail Hol-

ding Oy (79.8%), North Rail Oy (79.8%), Pelkolan Terminaali Oy (20%),

Nurminen Maritime Latvia SIA (51%), Nurminen Maritime UAB (51%)

Essinge Rail AB (100%).

PERSONNEL AND MANAGEMENT

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

at 181, compared to 178 on 31 December 2024. The number of employ

ees working abroad was 51.

Personnel expenses in 2025 totalled EUR 14.3 million (EUR 13.2

million).

On 31 December 2025, the Management Team consisted of the fol-

lowing members: Olli Pohjanvirta, President and CEO; Niklas Nordström,

CFO; Marjut Linnajärvi, VP Sales and VP International Railway Opera-

tions; and Toni Mäkelä, CEO of North Rail Oy.

VP, Human Resources Suvi Kulmala left the company at the end of

the financial year.

MANAGEMENT TRANSACTIONS

Nurminen Logistics announced:

•

On 15 January 2025, President and CEO and Board member Olli

Pohjanvirta's transfer notification concerning 200,000 shares.

•

On 31 January 2025, the transfer notifications of JN Uljas Oy, con-

trolled by Board member Juha Nurminen, concerning 1,000,000

shares.

•

On 27 June 2025, Board member Karri Koskela's notification of receipt

concerning 18,553 shares.

•

On 27 June 2025, Board member Erja Sankari's notification of receipt

concerning 18,553 shares.

•

On 27 July 2026, President and CEO and Board member Olli Pohjan-

virta’s notification of receipt concerning 18,553 shares.

•

On 27 June 2025, Board member Irmeli Rytkönen's notification of

receipt concerning 27,829 shares.

•

On 29 July 2025, Board member Per Sandberg's notification of receipt

concerning 18,553 shares.

FLAGGING NOTIFICATIONS

Nurminen Logistics did not receive any flagging notifications during the

financial year.

All notifications are disclosed as stock exchange releases and are

available on Nurminen Logistics’ website at www.nurminenlogistics.com.

SHARES AND SHAREHOLDERS

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

daq Helsinki Ltd under the current company name since 1 January 2008.

On 13 December 2024, the company carried out a directed share issue

of 2,339,756 new company shares to the sellers of Essinge Rail AB as

part of the payment of the purchase price. The new shares were regis-

tered in the Finnish Trade Register on 9 January 2025. On 7 May 2025,

the company carried out a directed share issue of 40.250 shares for the

purposes of reward payments. On 16 June 2025, the company carried

out a directed share issue of 102.041 shares for the purposes of reward

payments.The total number of Nurminen Logistics Plc’s registered shares

on 31 December 2025 was 80,695,211 and the registered share capital

was EUR 4,214,521. The company has one share class and all the shares

carry equal rights in the company. The company name was Kasola Plc

until 31 December 2007. The company was listed on the Helsinki Stock

Exchange in 1987.

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 11

Board of Directors

Number of

% of total shares

and votes

Olli Pohjanvirta 1,337,728 1.7

Railcap Ltd 2,710,574 3.4

VGK Invest Oy 648,000 0.8

Total 4,696,302 5.8

Irmeli Rytkönen 279,440 0.3

Karri Koskela 80,242 0.1

Erja Sankari 80,242 0.1

Per Sandberg 18,553 0.0

Total 5,154,779 6.4

DIVIDEND POLICY

On 7 April 2025, the company’s Board of Directors defined the company's

long-term financial targets for 2025–2027. According to the targets,

Nurminen Logistics Plc aims to distribute an annually growing dividend

in euros.

ARRANGEMENTS RELATED TO OWNERSHIP AND EXERCISE OF

VOTING RIGHTS

No shareholder agreements related to holdings in Nurminen Logistics

Plc and the exercise of voting rights have been brought to the company’s

attention.

LARGEST SHAREHOLDERS 31 DECEMBER 2025

Number of

Pcs

% of total shares

and votes

Suka Invest Oy 12,108,419 15.01

Ilmarinen Mutual Pension

Insurance Company 11,655,795 14.44

Nurminen Juha 7,016,049 8.69

K. Hartwall Invest Oy Ab 5,967,585 7.40

Avant Tecno Oy 4,139,375 5.13

Railcap Oy 2,710,574 3.36

Verman Holding Oy 2,524,297 3.13

Relander Pär-Gustaf 1,757,686 2.18

Pohjanvirta Olli 1,337,728 1.66

Jocer Oy Ab 1,176,132 1.46

Ten largest

shareholders total 50,393,640 62.46

Nominee-registered 8,426,626 10.44

Others 21,874,945 27.10

Total 80,695,211 100

SHAREHOLDERS BY TYPE 31 DECEMBER 2025

Number of

Pcs % of total shares

Private companies 32,112,492 39.8%

Financial and insurance

institutions 10,466,396 13.0%

Public sector organisations 11,655,795 14.4%

Households 24,802,188 30.7%

Non-profit organisations 202,476 0.3%

Foreign 1,455,864 1.8%

Total 80,695,211 100%

Of these nominee registered 8,426,626 10.4%

The trading volume of Nurminen Logistics Plc’s shares was 14,249,199

during the period from 1 January to 31 December 2025, representing

17.7% of the total number of shares. The value of the turnover was EUR

14,977,931.72. The lowest price during the period was EUR 0.90 per

share and the highest EUR 1.20 per share. The closing price for the

period was EUR 0.95 per share and the market value of the entire share

capital was EUR 76,418 thousand at the end of the period. At the end of

2025, the company had 6,563 shareholders. At the end of 2024, the

company had 6,738 shareholders. At the end of 2025, the company held

0 of its own shares.

According to the register of shareholders at 31 December 2025, the

Board of Directors (including ownership of controlled entities) held 6.4%

of Nurminen Logistics shares. In addition to CEO Olli Pohjanvirta, Toni

Mäkelä from the company's Management Team owned shares in the

company on 31 December 2025.

NLG1V OMX Helsinki Small Cap

Nurminen Logistics’ share price development

1 January 2025–31 December 2025

Index: 1 January 2025 = 100

2 Jan 2025

2 Feb 2025

2 Mar 2025

2 Apr 2025

2 May 2025

2 Jun 2025

2 Jul 2025

2 Aug 2025

2 Sep 2025

2 Oct 2025

2 Dec 2025

2 Nov 2025

1.4

1.2

1.0

0.8

0.6

0.4

0.2

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 12

DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS

Nurminen Logistics Plc’s Annual General Meeting held on 16 April 2025

passed the following decisions:

ADOPTION OF THE ANNUAL ACCOUNTS AND DISCHARGE

FROM LIABILITY

The General Meeting confirmed the company’s financial statements,

reviewed the remuneration report of the administrative organs and dis-

charged those accountable from liability for the financial year 1 January

2024−31 December 2024.

PAYMENT OF DIVIDEND

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

Annual General Meeting decided that the profit from the financial period

ending on 31 December 2024 be transferred to retained earnings. In

addition, the General Meeting authorised the Board of Directors to decide

at their discretion on the repayment of equity from the reserve for invested

unrestricted equity, at most EUR 4,833,175.20, if the company’s financial

position allows.

COMPOSITION AND REMUNERATION OF THE BOARD OF

DIRECTORS

The General Meeting resolved that the Board of Directors is composed

of five members. The Annual General Meeting re-elected the following

members to the Board of Directors: Irmeli Rytkönen, Olli Pohjanvirta, Erja

Sankari and Karri Koskela. Per Sandberg was elected as a new member.

The Annual General Meeting resolved that for the members of the

Board of Directors elected at the Annual General Meeting for the term

expiring at the close of the Annual General Meeting in 2026, annual

remuneration is paid as follows: EUR 60,000 to the Chair and EUR 40,000

to each other member of the Board of Directors.

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

Board Committee meetings is paid to the Chairman of the Board of

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

of the Board and Board Committee. If a Board member residing abroad

participates in a meeting, a meeting fee of EUR 1,500 per meeting will

be paid to them when the meeting is held physically in Finland. Of the

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

shares and the rest in cash. A member of the Board of Directors may not

dispose of shares received as annual remuneration before a period of

three years has elapsed from receiving such shares.

AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE

ISSUE OF SHARES AS WELL AS THE ISSUANCE OF OPTIONS

AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES

The Annual General Meeting authorised the Board to decide on the issue

of shares and/or special rights entitling to shares as referred to in chap-

ter 10, section 1 of the Finnish Limited Liability Companies Act.

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

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

rights up to a maximum equivalent of 15,000,000 new shares so that

aforesaid shares and/or special rights could be used, for example, for

the financing of company and business acquisitions or for financing other

business arrangements and investments, for the expansion of the own-

ership structure, paying of remuneration of the Board members and/or

for the creating incentives for, or encouraging commitment in, personnel.

The authorisation entitles the Board of Directors to decide on the share

issue with or without payment. The authorisation for deciding on a share

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

for the company itself, so that the authorisation may be used in such a

way that in total no more than one-tenth (1/10) of all shares in the com-

pany may from time to time be held by the company and its subsidiaries.

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

all other terms and conditions of the share issues and the issues of spe-

cial rights. The authorisation entitles the Board of Directors to decide on

share issues, issues of option rights and other special rights entitling to

shares in every way to the same extent as could be decided by the Ge-

neral Meeting, including the Board of Director’s right to decide on directed

share issues and/or issue of special rights.

The authorisation remains valid until the end of the Annual General

Meeting of 2026, but no longer than until 30 June 2026. The authorisation

revokes any previous share issue authorisations currently valid.

AUDITOR

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

ending at the close of the Annual General Meeting 2026.

ENVIRONMENTAL FACTORS

Nurminen Logistics seeks environmentally friendly and efficient transport

solutions as part of the development of its services. Research shows that

the container train to China is the most ecological method of transporting

goods between China and Europe.

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

certified environmental management system that meets the requirements

of the ISO 14001:2004 standard.

LONG-TERM FINANCIAL OBJECTIVES

The company’s Board of Directors has defined the Group's long-term

financial targets for 2025–2027 based on the Group's updated strategy

confirmed in 2025: EBITA % over 13%, equity ratio over 40%, Gearing

under 80%, net debt / EBITDA under 2 and growing euro-denominated

dividends.

The financial targets for 2025–2027 have been defined taking into

account the sustainable growth of shareholder value. In addition, the

domestic and international growth prospects of the railway business in

Finland and readiness for acquisitions in Finland and abroad have been

taken into account.

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 13

FINANCIAL GUIDANCE 2026

The Group estimates that the net sales and comparable operating profit

for the first half of 2026 will fall short of the comparison period, as the

timing of the recovery of the Baltic business is still uncertain. In addition,

the effects of our investments in growing the business in Central Europe

are expected to be seen only from the second quarter onwards. We will

specify the guidance for the financial year in connection with the publi-

cation of the half-year financial report on 24 July 2026.

SHORT-TERM RISKS AND UNCERTAINTIES

The weakening of Europe’s economy from the current situation caused

by geopolitical uncertainties and the continuation of international conflicts

may have a negative impact on the demand for the Group’s services and

thereby on the result. Should Finland's or Sweden's foreign trade

decrease further, it will have impacts on the demand for services. In the

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

metals required for the green transition being subjected to sanctions

would have a negative impact on the railway business in the EU. The

Group does not see that risks related to climate change, such as extreme

weather events, would affect Nurminen Logistics' business. More detailed

information about the risk information of the Group can be found on the

Investors page on Nurminen Logistics’ website at https://www.nurminen-

logistics.com/investors/.

EVENTS AFTER THE FINANCIAL YEAR

No significant events occurred after the financial year.

BOARD OF DIRECTORS’ PROPOSAL FOR PROFIT

DISTRIBUTION

On 31 December 2025, the parent company’s distributable equity is EUR

33,423,109.34, of which the profit for the period amounted to EUR

2,493,769.32.

The Board of Directors proposes to the Annual General Meeting repay

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

EUR 0.03 per each outstanding share. In addition, the Board of Directors

proposes that the Annual General Meeting authorise the Board of Direc-

tors to decide on the date of payment and the final amount of the capital

repayment.

The remaining distributable assets will be retained in unrestricted

equity.

CORPORATE GOVERNANCE STATEMENT

The Corporate Governance Statement of Nurminen Logistics Plc will be

published on 12 March 2026 on the company’s website at https://nurmi-

nenlogistics.com/investors/.

BOARD AND AUDIT COMMITTEE MEETINGS

The Board of Directors convened 21 times during the year 2025. The

Audit Committee had four meetings.

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 14

Bridge calculation of comparable operating profit

EUR 1,000 1–12/2025 1–12/2024

Operating profit 14,590 19,293

Amortisation of intangible assets related to M&A transactions 782

EBITA 15,372 19,293

Personnel-related restructuring costs 190 282

Non-recurring expenses related to M&A transactions 121 422

Write-downs related to IT systems 367

Settlement costs related to the opening of new business 380

Expenses caused by a railway yard accident and incorrect fuel 84

Write down of intangible assets of Nurminen Logistics Services AB 1,774

Non-recurring expenses related to containers and wagons 1,016

Impairment losses due to the end of the legal proceedings related to the property in Luumäki 117

Proceeds from the sale of Kiinteistöosakeyhtiö Satamakaari 24 -2,033

Gain from the bargain purchase of ILP Group Logistics Oy -40

Comparable adjusted operating profit 18,288 19,057

Comparable adjusted operating profit is an alternative performance measure referred to by the European Securities and Markets Authority (ESMA).

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 15

GROUP’S KEY FIGURES

2023 2024 2025

Net sales, EUR 1,000 127,951 104,766 109,375

Change in net sales, % 4.4% -18.1% 4.4%

Operating result (EBIT) EUR 1,000 33,091 19,293 14,590

% of net sales 25.9% 18.4% 13.3%

Result before taxes, EUR 1,000 29,342 16,211 9,727

% of net sales 22.9% 15.5% 8.9%

Result for the financial year, EUR 1,000 23,273 13,070 6,527

% of net sales 18.2% 12.5% 6.0%

Return on equity (ROE), % 66.5% 30.0% 15.6%

Return on investment (ROI), % 42.8% 21.4% 17.0%

Equity ratio, % 41.8% 40.7% 43.9%

Gearing, % 77.6% 71.7% 50.2%

Gearing % excluding IFRS 16 56.5% 35.6% 14.2%

Interest-bearing net debt, EUR 1,000 35,599 29,526 21,444

Interest-bearing net debt excluding IFRS 16, EUR 1,000 25,989 14,563 5,986

Interest-bearing net debt/EBITDA (12-month, rolling) 0.93 1.19 0.87

Cash flow from operating activities, EUR 1,000 25.4 11.9 20.1

Gross investment on fixed assets, EUR 1,000 1,121 1,995 1,400

% of net sales 0.9% 1.9% 1.3%

Balance sheet total, EUR 1,000 113,771 101,546 97,294

Average number of employees 196 178 178

Wages and salaries paid, EUR 1,000 13,571 13,218 14,336

Share key figures

Earnings per share (EPS), EUR, undiluted 0.18 0.09 0.04

Earnings per share (EPS), EUR, diluted 0.18 0.09 0.04

Equity per share, EUR 0.35 0.42 0.43

Dividend per share, EUR 0.00* 0.00* 0.00*

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

Effective dividend yield, % 0.0% 0.0% 0.0%

Repayment of equity per share, EUR 0.00 0.06 0.03

Price per earnings (P/E) 6.97 11.48 25.59

Number of shares adjusted for share

issue (diluted), weighted average

78,076,485 79,721,952 82,068,171

Number of shares adjusted for share issue

(diluted), at end of financial year

78,127,855 79,769,164 82,310,211

Number of shares adjusted for share issue

(undiluted), weighted average

78,076,485 78,165,952 80,582,788

Number of shares adjusted for share issue

(undiluted), at end of financial year

78,127,855 78,213,164 80,695,211

* The Board of Directors proposes to the Annual General Meeting repayment of equity from the reserve for invested unrestricted equity, at most EUR 0.03 per

each outstanding share.

Share price development

– highest price

1.26 1.38 1.20

– lowest price 0.60 0.77 0.90

– average price 0.91 1.02 1.05

– closing share price at balance sheet date 1.26 1.05 0.95

Market capitalisation, MEUR 98.1 82.1 76.4

Number of shares traded 12,770,526 14,076,734 14,249,199

Shares traded, % of total number of shares 16.3% 18.0% 17.7%

Number of shareholders 6,585 6,738 6,563

THE BOARD'S REPORT ON OPERATIONS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 16

CALCULATION OF KEY FIGURES

Return on equity (%) =

Result for the period

×100

Equity (average of beginning and end of financial year)

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

Return on capital employed (%) =

Result for the year before taxes + interests

and other financial expenses

×100

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

Equity ratio (%) =

Equity

×100

Balance sheet total – advances received

Gearing (%) =

Interest-bearing liabilities – cash and cash equivalents

×100

Equity

Gearing (%) excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS

16 - cash and cash equivalents

×100

Equity excluding IFRS 16 effect on equity

(depreciation, rental expense and interest expense)

Interest-bearing net debt =

Interest-bearing liabilities – long-term interest bearing

receivables – cash and cash equivalents

Interest-bearing net debt excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS 16 – long-term

interest bearing receivables – cash and cash equivalents

Interest-bearing net debt /

EBITDA (12 months, rolling) =

Interest bearing debt – cash and cash equivalents

EBITDA (12 months, rolling)

Earnings per share (EPS) =

Result attributable to equity holders of the parent company

Weighted average number of outstanding ordinary shares

Equity/share =

Equity attributable to equity holders of the parent company

Undiluted number of shares outstanding

at the end of the financial year

Dividend to earnings ratio, % =

Dividend per share

×100

Earnings per share

Effective dividend yield, % =

Dividend per share

×100

Adjusted share price at the end of the financial year

Price per earnings (P/E) =

Share price at the end of the financial year

Earnings per share

Dividend per share =

Dividend payable for the period

Share-issue adjusted number of shares – own shares

CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 17

Consolidated statement of comprehensive income, IFRS

EUR 1,000	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
NET SALES	2	109,375	104,766
Other operating income	3	327	2,160
Use of materials and supplies	4	-58,755	-59,322
Employee benefit expenses	5	-14,336	-13,218
Depreciation, amortisation and impairment losses	6	-10,007	-5,420
Other operating expenses	4	-12,013	-9,673
OPERATING RESULT		14,590	19,293
Financial income	7	293	654
Financial expenses	7	-5,073	-3,649
Share of profit of equity-accounted investees	16	-84	-87
Total financial income and expenses and share of profit of equity-accounted investees		-4,864	-3,082
RESULT BEFORE INCOME TAX		9,727	16,211
Income taxes	8	-3,199	-3,140
RESULT FOR THE PERIOD		6,527	13,070

OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified
to profit or loss in subsequent periods
Re-measurement of defined benefit schemes	23	-20	4
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences		858	67
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		7,365	13,141
Result attributable to Equity holders of the parent company		3,091	7,100
Non-controlling interest		3,436	5,970
Total comprehensive income attributable to Equity holders of the parent company		3,929	7,171
Non-controlling interest		3,436	5,970
Earnings per share calculated from result attributable to equity holders of the parent company
Earnings per share, undiluted, EUR	9	0.04	0.09
Earnings per share, diluted, EUR	9	0.04	0.09

CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 18

Consolidated statement of financial position, IFRS

EUR 1,000	Note	31 December 2025	31 December 2024
ASSETS
Non-current assets
Property, plant and equipment	11	33,213	36,329
Right-of-use assets	11, 13	14,838	14,678
Goodwill	12, 15	8,161	7,356
Other intangible assets	12	3,913	6,192
Investments in equity-accounted investees	16	0	84
Non-current receivables	17	74	71
Deferred tax assets	18	4,124	5,422
Non-current assets, total		64,322	70,131
Current assets
Inventories		1,106	1,146
Trade and other receivables	19	10,393	12,861
Income tax receivables		1,130	1,1 10
Cash and cash equivalents	20	20,342	16,297
Current assets, total		32,972	31,414
TOTAL ASSETS		97,294	101,546
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent company	21
Share capital		4,215	4,215
Share premium reserve		86	86
Legal reserve		2,376	2,376
Reserve for invested unrestricted equity		30,757	33,174
Translation differences		907	49
Retained earnings		–3,948	–7,345
Equity attributable to equity holders of the parent company		34,394	32,555
Non-controlling interests	10	8,333	8,598
Total equity		42,727	41,153
LIABILITIES
Non-current liabilities
Deferred tax liabilities	18	1,301	1,633
Other liabilities	23	44	23
Financial liabilities	24, 31	19,373	22,739
Lease liabilities	13, 26	1 1,990	12,374
Non-current liabilities, total		32,708	36,770
Current liabilities
Income tax payables		755	1,164
Financial liabilities	24, 31	6,955	8,122
Lease liabilities	13, 26	3,469	2,589
Trade payables and other liabilities	25	10,680	1 1,748
Current liabilities, total		21,859	23,623
Liabilities, total		54,567	60,393
EQUITY AND LIABILITIES, TOTAL		97,294	101,546

CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 19

Consolidated cash flow statement, IFRS

EUR 1,000	Note	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Cash flow from operating activities
PROFIT/LOSS FOR THE FINANCIAL PERIOD		6,527	13,070
Adjustments:
Depreciation, amortisation and impairment losses	6	10,007	5,420
Unrealised foreign exchange gains (-) and losses (+)		28	-33
Other income (-) and expenses (+), non cash		498	-1,858
Adjustments to financial income (-) or expenses (+)	7	4,780	2,995
Adjustments to income tax expense	8	3,199	3,140
Other adjustments		292	87
Cash flow before changes in working capital		25,332	22,822
Changes in working capital:
Increase (-) / decrease (+) in inventories		39	-52
Increase (-) / decrease (+) in non-interest bearing current receivables		2,294	2,860
Increase (+) / decrease (-) in non-interest bearing current payables		-1,026	-6,736
Net cash from operating activities before financial items and taxes		26,639	18,895
Interest paid		-3,577	-3,363
Interest received		60	67
Other financial items		-295	-481
Income taxes paid		-2,728	-3,250
Cash flow from operating activities		20,099	1 1,868
Cash flow from investing activities
Purchases of property, plant and equipment and intangible assets		-1,400	-1,981
Proceeds from sale of property, plant and equipment		393	0
Acquisitions of subsidiaries, net of cash acquired	30	-5,764	-6,553
Disposal of a subsidiary, net of cash disposed of	30	0	10,801
Purchase of and proceeds from other investments		0	975
Cash flow from investing activities		-6,771	3,242
Cash flow from financing activities
Change in credit limit		0	-2,652
Proceeds from non-current borrowings		3,000	21,132
Repayment of non-current borrowings		-3,167	-17,343
Repayment of equity		-2,417	-4,691
Repayment of lease liabilities		-3,003	-1,159
Dividends paid / repayments of equity to non-controlling interests		-3,701	-6,927
Cash flow from financing activities		-9,288	-1 1,639
Change in cash and cash equivalents		4,041	3,471
Cash and cash equivalents at the beginning of the year		16,297	12,814
Net increase/decrease in cash and cash equivalents		4,041	3,471
Translation differences of net increase/decrease in cash and cash equivalents		4	12
Cash and cash equivalents at the end of the period		20,342	16,297

CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 20

Consolidated statement of changes in equity, IFRS

							Equity attributable to equity holders of the parent company
					Reserve for
EUR 1,000			Share		invested				Non-
		Share	premium	Legal	unrestricted	Translation	Retained		controlling	Total
1–12/2025	Note	capital	reserve	reserve	equity	differences	earnings	Total	interest	equity
Equity on 1 Jan 2025		4,215	86	2,376	33,174	49	-7,345	32,555	8,598	41,153
Comprehensive income
Result for the period							3,091	3,091	3,436	6,527
Other comprehensive income
Re-measurement of defined benefit schemes	23						-20	-20		-20
Translation differences						858		858		858
Total comprehensive income for the period						858	3,071	3,929	3,436	7,365
Business transactions
with shareholders
Repayment of equity					-2,417			-2,417		-2,417
Share remuneration	22						327	327		327
Dividend distribution	10								-3,701	-3,701
Total business transactions
with shareholders					-2,417		327	-2,090	-3,701	-5,791
Equity on 31 Dec 2025		4,215	86	2,376	30,757	907	-3,948	34,394	8,333	42,727
				Equity attributable to equity holders of the parent company
					Reserve for
EUR 1,000			Share		invested				Non-
		Share	premium	Legal	unrestricted	Translation	Retained		controlling	Total
1–12/2024	Note	capital	reserve	reserve	equity	differences	earnings	Total	interest	equity
Equity on 1 Jan 2024		4,215	86	2,376	35,591	-18	-14,752	27,498	18,395	45,894
Comprehensive income
Result for the period							7,100	7,100	5,970	13,070
Other comprehensive income
Re-measurement
of defined benefit
schemes	23						4	4		4
Translation differences						67		67		67
Total comprehensive income for the period						67	7,104	7,171	5,970	13,141
Business transactions
with shareholders
Repayment of equity					-4,691			-4,691		-4,691
Share remuneration	22						303	303		303
Issuance of shares
related to a business
combination	31				2,274			2,274		2,274
Divestment of a subsidiary	31								-8,841	-8,841
Dividend distribution	10								-6,927	-6,927
Total business transactions
with shareholders					-2,417		303	-2,1 14	-15,768	-17,882
Equity on 31 Dec 2024		4,215	86	2,376	33,174	49	-7,345	32,555	8,598	41,153

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 21

Notes to the consolidated financial statements, IFRS

1. ACCOUNTING PRINCIPLES FOR THE

CONSOLIDATED FINANCIAL STATEMENTS

BASIC INFORMATION ABOUT THE GROUP

The business idea of Nurminen Logistics is to provide and produce

high-quality and customer competitiveness increasing logistics services

in Finland and regular international railway line services. The Group’s

parent company is Nurminen Logistics Plc. The parent company’ is

domiciled in Helsinki, Finland, and its registered address is Satamakaari

24, 00980 Helsinki, Finland. The parent company is listed on NASDAQ

OMX Helsinki Stock Exchange.

Copies of the consolidated financial statements are available on the

internet at www.nurminenlogistics.com. The consolidated financial state-

ments were authorised for issue by the Board of Directors on 11 March

2026. According to the Finnish Limited Liability Companies Act, share-

holders have the right to approve or reject the financial statements in the

Annual General Meeting held after the publication of the financial state-

ments. The Annual General Meeting also has the right to decide to amend

the financial statements.

BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance

with International Financial Reporting Standards (IFRS) approved in

European Union, in accordance with the IAS and IFRS standards and

SIC and IFRIC interpretations effective on 31 December 2025. Interna-

tional Financial Reporting Standards are standards and interpretations

adopted for application in the European Union in accordance with the

procedure laid down in regulation (EC) No 1606/2002 of the European

Parliament and Council. The notes to the consolidated financial state-

ments are also in accordance with the Finnish legislation on accounting

and entities complementing the IFRS.

The consolidated financial statements are prepared for the calendar

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

companies.

The consolidated financial statements have been prepared on the

historical cost basis except for the financial assets and financial liabilities

measured at fair value through profit or loss.

The financial statements are presented in thousands of euro and the

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

presented figures can deviate from the disclosed sums.

APPLICATION OF NEW AND REVISED IFRS STANDARDS

There were no changes to the IFRS standard in the reporting period

beginning on 1 January 2025 that would have a significant impact on

Nurminen Logistics’ consolidated financial statements.

PRINCIPLES OF CONSOLIDATION

SUBSIDIARIES

The consolidated financial statements include the financial statements

of Nurminen Logistics Plc and those of all its subsidiaries. The subsid-

iaries are entities controlled by the parent company. Nurminen Logistics

Plc controls an investee when it is exposed, or has rights, to variable

returns from its involvement with the investee and can affect those returns

through its power over the investee. Subsidiaries acquired are included

in the consolidated financial statements from the acquisition date that

control commences until the date that control ceases.

Acquired subsidiaries are accounted for by using the acquisition

method. The consideration transferred, identifiable assets and liabilities

assumed of the acquired entity and are measured at their fair values at

the acquisition date. Goodwill arising on an acquisition is recognised as

the excess of the aggregate of the consideration transferred, the amount

of any non-controlling interests and previously held equity interests in

the acquiree, over the Group’s share of the fair value of the net assets

acquired at the acquisition date.

The consideration transferred includes any assets transferred by the

acquirer, liabilities incurred by the acquirer to former owners of the

acquiree and the equity interests issued by the acquirer, measured at fair

value. Any contingent consideration related to the business combination

is measured at fair value at the acquisition date and it is classified as

either liability or equity. Contingent consideration classified as liability is

remeasured at its fair value at each balance sheet date and the subse-

quent changes to fair value are recognised in profit or loss. Contingent

consideration classified as equity is not subsequently remeasured. The

consideration transferred does not include any transactions accounted

for separately from the acquisition, which are treated in conjunction with

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

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

periods in which costs are incurred and services rendered.

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

alised gains and profit distribution are eliminated in the consolidation.

Non-controlling interests are presented as a separate item under equity.

NON-CONTROLLING INTERESTS

Any non-controlling interest in the acquiree is measured on an acquisi-

tion-by-acquisition basis, either at fair value or at the non-controlling

interest’s proportionate share of the acquiree’s identifiable net assets.

Changes in the parent company’s ownership interest in a subsidiary are

accounted for as equity transactions if the parent company retains control

over the subsidiary.

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

hensive income are allocated to the equity holders of the parent company

and non-controlling interests. Total comprehensive income is allocated

to the equity holders of the parent company and non-controlling interests,

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

have an exemption not to meet obligations which exceed non-controlling

interests’ investment. Equity attributable to the non-controlling interest is

presented separately under equity in the consolidated balance sheet.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 22

ASSOCIATES

Associates are companies in which the Group has significant influence.

Significant influence generally arises when the Group holds 20 to 50 per

cent of a company’s voting power or the Group otherwise has significant

influence but not power to govern the financial and operating policies of

an entity. Associates are consolidated using the equity method. When

the Group’s share of an associate’s losses exceeds the carrying amount

of the interest, the interest is recognised at zero value in the balance

sheet and recognition of further losses is discontinued, except to the

extent that the Group has committed to settle the associate’s obligations.

Investment in an associate includes goodwill arisen on acquisition. Unre-

alised gains resulting from transactions between the Group and the

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

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

separately after financial items in the consolidated statement of compre-

hensive income.

FOREIGN CURRENCY TRANSACTIONS

Items included in the financial statements of each subsidiary in the Group

are determined using the currency reflecting the primary economic envi-

ronment of that subsidiary (“the functional currency”). The consolidated

financial statements are prepared in euro which is the functional and

presentation currency of the parent company and the presentation cur-

rency of the consolidated financial statements.

Foreign currency transactions of the Group companies are translated

into functional currencies using the exchange rates prevailing at the

transaction date. Monetary assets and liabilities denominated in foreign

currency are translated using the balance sheet date exchange rates and

non-monetary assets and liabilities that are measured at historical cost

are translated using the transaction date exchange rates. Gains and

losses arising from the translation are recognised in the consolidated

statement of comprehensive income.

In the preparation of consolidated financial statements, income and

expenses for the income statements and for the statements of compre-

hensive income of those foreign Group companies whose functional

currency is not euro, are translated into euro by using the average

exchange rate for the financial year and the balance sheets are translated

at the exchange rate at the balance sheet date. Translation differences

arising from such translation are recognised in equity. Retranslating the

result and the total comprehensive income for the financial year using

different exchange rates for the statement of comprehensive income and

for the balance sheet causes a translation difference recognised in

Group’s equity, the change in this translation difference is recognised

under other comprehensive income. Respectively, foreign currency dif-

ferences arising from the elimination of the costs of foreign subsidiaries,

and from the retranslation of post-combination equity components in

subsequent periods, are recognised in other comprehensive income.

When a foreign operation is sold or is otherwise disposed of, in part or in

full, the accumulated foreign currency differences are recognised in the

statement of comprehensive income as part of the gain or loss on sale

for the disposed part.

PROPERTY, PLANT AND EQUIPMENT

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

accumulated depreciation and impairment losses. The cost includes all

expenditure directly attributable to the acquisition of the asset. The bor-

rowing costs directly attributable to the acquisition or construction of an

asset that necessarily takes a substantial period to get ready for its

intended use or sale, are capitalised as part of the carrying amount of the

asset. Subsequent costs are recognised in the carrying amount of the

item only if it is probable that future economic benefits associated with

the asset will flow to the Group and its cost can be measured reliably.

Other repair and maintenance costs are expensed as incurred. Property,

plant and equipment are depreciated using the straight-line method over

their estimated useful lives, which are the following:

Buildings 30–40 years

Transport equipment 5–8 years

Machinery and equipment 3–10 years

Locomotives 30 years

Locomotive parts 5–12 years

ICT equipment 3 years

Software 5–10 years

Land is not depreciated.

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

ment is discontinued when the item is classified as held for sale in accor-

dance with IFRS 5 standard. Non-current assets held for sale are mea-

sured at the lower of carrying amount and fair value less costs to sell.

Gains and losses on the disposal of assets are reported as the difference

between selling price and carrying amount, and the gains and losses are

included in other operating income and expenses in the income state-

ment.

Useful lives and residual values are reviewed at every balance sheet

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

items of property, plant and equipment are accounted for by adjusting

the useful lives and residual values of the items in question. Gains and

losses arising from sale and disposal of property, plant and equipment

are included in other operating income or in other operating expenses.

INTANGIBLE ASSETS

GOODWILL

Goodwill arising on business combinations is recognised as the excess

of the aggregate of the consideration transferred, the amount of non-con-

trolling interest in the acquiree and the value of any previously held equity

interest over the fair value of the acquired net assets.

Goodwill is not amortised but it is tested at least annually for impairment.

Goodwill is carried at historical cost less accumulated impairment losses.

RESEARCH AND DEVELOPMENT COSTS

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

incurred. Development costs are capitalised when certain criteria are

met.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 23

OTHER INTANGIBLE ASSETS

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

be measured reliably and it is probable that the expected future economic

benefits that are attributable to the asset will flow to the Group.

An intangible asset is measured at historical cost less amortisation and

any impairment losses. Group’s intangible assets include mainly IT soft-

ware which is amortised on a straight-line basis over 5 to 7 years.

IMPAIRMENT OF INTANGIBLE ASSETS AND PROPERTY,

PLANT AND EQUIPMENT

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

cations of impairment of property, plant and equipment or intangible

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

estimated. If the carrying amount of an asset exceeds its recoverable

amount, the impairment loss is recognised in the income statement. The

recoverable amount of an asset is the higher of its fair value less costs

to sell and its value in use.

As to goodwill, the recoverable amount is estimated at least annually

irrespective of whether indications of impairment exist. Impairment is

assessed at a cash-generating unit level, i.e. at the lowest level for which

there are separately identifiable, mainly independent cash flows. In impair-

ment testing of goodwill, the recoverable amount is based on value in use,

i.e. on the estimated discounted future net cash flows.

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

timated. The recognised impairment loss is reversed if the estimates used

to determine the asset’s recoverable amount have changed. The rever-

sal of the impairment loss shall not exceed the carrying amount that would

have been determined had no impairment loss been recognised for the

asset. An impairment loss on goodwill is never reversed.

APPLICATION OF IFRS 9

Impairment policies are based on expected credit loss models. Impair-

ment models apply to cash and cash equivalents, such as rental, sales

and factoring receivables and loan receivables.

FINANCIAL INSTRUMENTS

FINANCIAL ASSETS

Financial assets of Nurminen Logistics are classified according to IFRS

9 into the following categories: financial assets at amortised cost and

financial assets at fair value through profit or loss. The classification of

financial assets is made at initial recognition of financial assets and is

based on the business model applied by the company for the holding of

financial assets and the nature of contractual cash flows.

Measurement of a financial asset at amortised cost requires the contrac

tual cash flows to consist solely of interest and the repayment of principal

(the so-called SPPI criterion). Compliance with the SPPI criterion is

assessed on a per-instrument basis. If the SPPI criterion is not met,

financial assets are measured at fair value through profit or loss.

Financial assets are classified as current assets if they have a maturity

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

months. Otherwise, the item is presented as non-current assets. Trans-

action costs are included in the original carrying amount of the financial

assets in the case of an item measured at amortised cost. Purchases

and sales of financial instruments are recognised on the settlement date.

The fair values of financial instruments are determined using discounted

cash flows.

FINANCIAL ASSETS AT AMORTISED COST

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

model requires the collection of fixed or predetermined cash flows. They

consist of repayments of capital and interest on capital and arise when

the Group provides loans or provides products and services directly to

debtors. If an item of financial assets does not meet the above conditions,

it is measured at fair value. The Group typically recognises rental, fac-

toring and trade receivables as well as loan receivables at amortised

cost.

CREDIT RISK ASSESSMENT OF FINANCIAL ASSETS

In accordance with IFRS 9, Nurminen Logistics recognises expected

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

expected loan losses based on an individual counterparty default risk

assessment. The Group uses a simplified method for recognising credit

losses permitted by the standard, in which case the Group recognises

the expected credit loss over the life of the contract. The change in

expected credit losses recorded at each reporting date reflects the

change in the credit risk of the financial assets from the initial recognition.

A credit loss transaction is no longer required to record a credit loss.

Recognising the amount of expected credit loss and a proactive provision

for impairment is based on the management’s best estimate of future

credit losses. Customer receivables and the related credit loss risk are

actively monitored by the company, and decisions on measures to secure

the receivables are made, if necessary. When the amount of provision

for credit loss is estimated on a case-by-case basis, any collateral or

insurance, the customer’s financial position and previous payment

behaviour are taken into consideration.

Financial assets are derecognised when the Group loses its contractual

right to receive cash flows or when it has transferred a significant part of

the risks and rewards of ownership. An impairment loss is recognised

immediately in profit or loss, depending on the item, either in other oper-

ating expenses or in financial items.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash balances and bank accounts

as well as highly liquid investments with original maturities of three

months or less at the acquisition date.

FINANCIAL LIABILITIES

The financial liabilities of Nurminen Logistics are classified to the follow-

ing categories: financial liabilities at fair value through profit or loss and

financial liabilities measured at amortised cost (other financial liabilities).

The former category includes derivatives entered into by the Group, to

which hedge accounting is not applied and that are not financial guaran-

tee contracts. They are classified as held-for-trading instruments. The

financial liabilities in this category are initially measured at fair value and

are subsequently re-measured at their fair values. Gains and losses

arising from derivatives’ fair value changes, both unrealised and realised,

are recognised in profit or loss in the period in which they occur. Fair

values are determined by discounting the instruments’ cash flows.

Other financial liabilities are measured at fair value upon initial recogni-

tion. Transaction costs are included in the original carrying amount.

Subsequently other financial liabilities are measured at amortised cost

using the effective interest rate method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 24

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

an unconditional right to defer settlement of the liability for at least 12

months after the end of the reporting period. A financial liability (or part

of the liability) is not derecognised until the liability has ceased to exist,

that is, when the obligation identified in a contract has been fulfilled or

cancelled or is no longer effective.

REVENUE RECOGNITION PRINCIPLES – ADAPTATION OF

IFRS 15

The company’s revenue consists mainly of forwarding services, railway

transport and terminal services. The company also receives income from

short- and long-term warehousing services. Revenue is recognised as

goods are assigned to customer or service is concluded: as performance

obligations are met and customer obtains the goods or services within

the performance obligation. Revenue is recognised with the same price

that the company expects to be entitled to, with sales taxes and other

possible compensations deducted from the price. The prices for compa-

ny’s services are fixed and generally contain no variable components.

The Baltic subsidiaries act as freight brokers, and net sales are rec-

ognised when the performance obligation has been fulfilled, i.e. the

services have been performed.

Revenue recognition principles have been described below:

Railway services

The company provides international railway transport services with var-

ious types of wagons in which the goods are delivered to destination.

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

ing period is recognised as revenue over time, corresponding to the time

en route on the closing date relative to the total delivery time. The recog-

nition principles applies to rail transport offered by international railway

operations and North Rail Oy. The service is a singular contract obliga-

tion, which includes transport service to the destination, and the contract

price is allocated in full to that obligation.

The principle of revenue recognition is based on the IFRS 15 criterion

that the performance obligation is fulfilled over time when performing a

transport service.

Forwarding

Forwarding service agreement consists of actions necessary for import-

ing, exporting and customs duties. As whole they compile the perfor-

mance obligation towards customer, which is usually concluded within a

month from the signing of the agreement. The company recognises

revenue from agreement price when the delivery orders connected to

import or export have been received and authority over the goods is

transferred to customer or other party. The entire contract price is allo-

cated to a single performance obligation.

Terminal services

Terminal services consist of handling of goods at the arrival or departure

of goods. The definite content of service is defined at contract level.

Terminal service agreement is an entity to which the contract price is

allocated. The contract price is recognised when the work on handling

goods has been completed.

Warehousing services:

Warehousing services consist of renting space from terminal or terminal

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

is an entity to which the contract price is allocated. Profits from warehous-

ing services are recognised over the time during the lease period for

which the customer benefits from the service. Lease income is processed

according to IFRS 15 standard when the customer is not given control

over the leased space.

CONTRACTUAL AMOUNTS RECOGNISED ON THE BALANCE

SHEET

Trade receivables

Trade receivable is a transaction price to which the company has an

unconditional right

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

60 days, corresponding to the average payment terms.

Contract assets or contract liabilities Due to

the nature of the business, the company does not

have contract assets or contract liabilities.

EMPLOYEE BENEFITS

PENSION ARRANGEMENTS

The pension arrangements of Nurminen Logistics have been classified

as defined contribution plans.

Payments to defined contribution plans are recognised as an expense

in the income statement in the period to which they relate. In defined

contribution plans the Group pays fixed contributions into a separate

entity. The Group has no legal or constructive obligation to pay further

amounts in case the separate entity receiving the contributions fails to

pay out the pension benefits.

Defined benefit pension plans are insured by a life insurance company,

and in addition to the old-age pension benefit, the additional pension

insurance covers any survivor’s pension benefit and burial grant benefit.

Additional defined benefit pension obligations are measured based on

calculations by independent actuaries. According to the measurement

principles, assets are measured at fair value on the closing date, costs

according to the calculation method and recognised in profit or loss, in

addition interest is recognised in financial items and actuarial gains and

losses caused by the remeasurement of the defined benefit net debt in

comprehensive income, and these items will not subsequently be reclas-

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

more detail in Note 23.

SHARE-BASED PAYMENTS

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

programmes for the company’s key personnel: Performance Share Plan

2022–2026 and Restricted Share Plan 2022–2026, and starting from

2023, the CEO Performance Share plan 2023–2027. More details on the

share-based incentive schemes are presented in Note 22.

The rewards will be paid partly in Nurminen Logistics shares and partly

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

taxes and tax-related expenses arising from the rewards to the partici-

pants. In general, no reward is paid if the participant’s employment or

director contract terminates before the reward payment.

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

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

earning periods 2022–2024 set by the Board of Directors is reached.

The Nurminen Logistics Management Team member is obliged to hold

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

Management Team member’s shareholding in Nurminen Logistics equals

to 50 per cent of their annual base salary of the preceding year. Respec -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 25

tively, the CEO is obliged to hold 50 per cent of the received net reward

shares, until CEO´s shareholding in Nurminen Logistics equals to 100

per cent of the CEO´s annual base salary of the preceding year. Such

number of Nurminen Logistics shares must be held as long as the mem-

bership in the Management Team or the position as the CEO continues.

Share-based transactions paid in cash include arrangements in which

the company has granted the persons a right to future cash payments by

granting them a right to shares that can be redeemed at the request of

either the company or the employee. A liability resulting from such an

arrangement is measured at fair value at the end of each reporting period

and on the day of settling the debt, and changes in fair value are rec-

ognised in profit or loss for the period in question. The benefits granted

in the scheme are measured at fair value upon granting and expensed

in the income statement over the vesting period.

INCOME TAXES

The income tax expense in the statement of comprehensive income

comprises the current tax, adjustments to previous periods’ taxes as well

as changes in deferred taxes. Income taxes are recognised in profit or

loss except when they relate to other comprehensive income or equity,

while income taxes are recognised within the respective items. Current

tax is calculated based on taxable income using tax rates enacted in each

country.

Deferred tax assets and deferred tax liabilities are calculated for tem-

porary differences between the amounts of assets and liabilities used for

taxation purposes and the carrying amounts for financial reporting pur-

poses under IFRS. The principal temporary differences arise from finan-

cial instruments measured at fair value through profit or loss and depre-

ciation related to component accounting. Deferred taxes are measured

at the tax rate that has been enacted or substantially enacted by the

reporting date.

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

future taxable profits will be available against which the temporary differ-

ence can be utilised. Deferred tax liabilities are recognised in the state-

ment of financial position in full.

TANGIBLE ASSETS AND LEASES

IFRS 16 requires lessees to recognise all leases in the balance sheet on

a right-of-use basis. Leased assets are treated during the lease term on

the same basis as owner-occupied assets and the right-of-use assets

recognised for them on the balance sheet are amortised based on the

defined lease term. The debt based on the present value of the rent is

reduced as the rent is paid. The group’s right-of-use assets are comprised

of the IFRS 16 lease liabilities concerning land and water areas, buildings

and machinery and equipment.

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

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

standard to leases on land areas, premises and terminal properties, as

well as terminal machinery and equipment. In determining the term of a

lease, the company has exercised discretion in estimating the probabil-

ity of exercising the extension options of leases and included the terms

covered by the option in the term of the lease, if exercising the option is

reasonably certain.

Leases are distinguished from service contracts using a control model.

When the arrangement includes a specific asset that is under the control

of the customer, it is a lease. The contract is recognised in the balance

sheet as a non-current asset and a liability arising therefrom. Service

contracts are recognised as an expense in the income statement.

LEASE LIABILITIES

At the commencement date of the agreement, Nurminen Logistics values

the lease liability at the present value of the rent outstanding at that date.

Payments include fixed rentals and residual value guarantees less any

available lease incentives. The company considers lease termination

charges as part of the lease payments if it has considered the option to

terminate during the lease term. VAT is not included in the amount of the

lease liability and management and maintenance fees and other pay-

ments of a service nature are generally treated as an expense that can-

not be capitalised in the balance sheet. Interest expenses are recognised

through profit or loss over the term of the lease and the right-of-use asset

is amortised using the straight-line method over the term of the lease

Rents are discounted using the company’s estimated incremental

borrowing rate. The standard defines the incremental borrowing rate as

the interest that the lessee would have to pay on borrowing for the same

period and with similar collateral to acquire the asset at the cost of the

underlying asset.

RIGHT-OF-USE ASSETS

Nurminen Logistics records the lease at the commencement date of the

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

of the company. The property, plant and equipment are measured at cost

less accumulated depreciation and impairment losses and adjusted for

any subsequent revaluation of the lease liability. The original cost equals

the original lease liability. The right-of-use assets are subject to impair-

ment testing.

APPLICATION OF FACILITATIONS AND

SIGNIFICANT ASSUMPTIONS

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

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

nises the resulting rental expense in the income statement. Contracts of

minor value primarily include IT and office hardware, company cars and

small office spaces. Fixed-term leases are dealt with by the company

within the term of a non-cancellable lease term and are subject to any

subsequent option periods when the company has reasonable assurance

that they will be exercised. The management exercises discretion in

assessing the term of leases valid until further notice, which is based on

the company’s strategic situation and market conditions, as well as the

costs that would be incurred if the leased commodity was replaced by

another commodity.

Leases in which Nurminen Logistics is the lessor are operating leases

and are recognised in the income statement on a straight-line basis over

the lease term.

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

and equipment assets and lease liabilities are disclosed in Note 27 as

off-balance sheet liabilities.

OPERATING PROFIT

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

which expenses for material and services, employee benefits and other

operating expenses as well as depreciation, amortisation and impairment

losses on non-current assets are subtracted. Foreign currency differen-

ces arising from working capital items are included in the operating result,

whereas foreign currency differences from financial assets and financial

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 26

liabilities are included in financial income and expenses.

ACCOUNTING POLICIES REQUIRING MANAGEMENT

DISCRETION AND KEY UNCERTAINTIES ASSOCIATED WITH

ESTIMATES

The preparation of IFRS financial statements requires the company’s

management to make certain estimates and assumptions and discretion

in the application of accounting principles. The estimates and assump-

tions made affect the reported amounts of assets and liabilities in the

balance sheet as well as the income and expenses in the income state-

ment.

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

equipment and intangible assets are estimated and the depreciation and

amortisation periods for the assets are determined. The determination

of fair value of intangible assets is based on estimates about future cash

flows to be generated by these assets.

Goodwill is tested for impairment annually. Management’s judgment

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

ing. The recoverable amounts of the cash-generating units are deter

mined based on value in use. The preparation of these calculations

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

made about future cash flows and discount rate to be used. Estimates

are based on budgets and forecasts, which contain some degree of

uncertainty.

Business acquisitions may result in an advantageous deal when the

net amount of identifiable assets acquired and liabilities assumed at the

time of acquisition is greater than the consideration given. The gain on

the advantageous deal is recognised through profit or loss at the acqui-

sition date.

The recognition and measurement of deferred taxes requires the

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

deferred tax asset recognised based on the Group companies’ losses or

another temporary difference for which a deferred tax asset is recognised.

Due to uncertainty regarding use of confirmed losses, the Group recog-

nises deferred tax assets in the consolidated balance sheet by the prin-

ciple of prudence.

Property, plant and equipment as well as intangible assets are

reviewed annually as to whether any indications exist that these assets

might be impaired. If indications exist, the asset’s recoverable amount is

estimated.

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

depreciated and amortised over their estimated useful lives. The useful

lives are reviewed regularly. With regard to non-current assets held for

sale, the management regularly reviews whether the criteria of IFRS 5

for probability of divestment of the asset within a 12-month period from

classifying these assets as non-current assets held for sale are not met.

If indications exist, the asset is derecognised from non-current assets

held for sale.

Estimates made in preparing the financial statements are based on

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

sheet date. Estimates and assumptions are based on experience and

other factors that are considered the best view in measuring such assets

and liabilities, whose values cannot be derived from other sources. The

estimates concerning the future are based on assumptions that are

regarded as the most probable at the balance sheet date relating to the

expected development of the financial environment of Nurminen Logistics

and assumptions about the development of sales and cost level. Actual

results may differ from these estimates.

Estimates and underlying assumptions are reviewed continuously. The

realisation of estimates and assumptions and the changes in underlying

factors are reviewed regularly by using both external and internal sources

of information. Revisions to accounting estimates are recognised in the

period in which the estimates are revised if the revision affects only the

period in question. If the revision to accounting estimate affects both the

period in which the estimate is revised and future periods, the revision is

recognised respectively in the period in question and in future periods.

NEW AND REVISED STANDARDS AND INTERPRETATIONS

The International Accounting Standards Board has announced the fol-

lowing new or revised standards and interpretations, which the Group

has not yet adopted but which are estimated to have an impact on the

Group’s financial statements. The Group will apply each standard and

interpretation as of its effective date or, if the effective date is some other

date than the first day of the accounting period, as of the beginning of the

financial year following the effective date. New standards and amend-

ments to existing standards coming into effect in the fiscal year beginning

on 1 January 2026 or later are the following:

•

Amendments to the Classification and Measurement of Financial

Instruments – Amendments to IFRS 9 Financial Instruments and

IFRS 7 Financial Instruments: Disclosures, effective from 1 January

2026. The new requirements are applied retrospectively and the

effects of the amendments are recognised through profit and loss on

the opening balance sheet. The changes clarify the derecognition of

financial liabilities. The amendments also include an alternative

accounting policy to derecognise a financial liability before the settle-

ment date when the payment of the financial liability is made using

an electronic payment system and when certain other criteria are

met. The amendments clarify how to assess the characteristics of

contractual cash flows of financial assets that are ESG-linked or have

similar contingent characteristics. The amendments clarify how finan-

cial assets without a right of return and instruments contractually

bound to them are treated. The amendments require disclosure of

additional information on financial assets and liabilities whose cont-

ractual terms refer to a contingent event (including ESG-linked) and

equity instruments classified at fair value through other comprehen-

sive income.

• The amendments have no material impact on Nurminen Logistics'

notes on the fair value of other equity instruments measured through

comprehensive income.

•

IFRS 18 Presentation and Disclosure in Financial Statements, effec-

tive from 1 January 2027. The standard is applied retrospectively.

•

The new IFRS 18 standard introduces new requirements for the

presentation of the income statement. The company must classify

all income and expenses in the income statement into one of five

categories: operating, investing, financing, income taxes and discon-

tinued operations, the first three of which are new categories. In

addition, IFRS 18 requires the following subtotals and totals to be

presented in the income statement: operating profit or loss, profit

before financing and income tax, and profit or loss.

IFRS 18 also requires the presentation of new management-defined

performance measures (MPM) in the financial statements. The manage-

ment-defined performance measures (MPMs) are defined as a subtotal

of income and expenses that the entity uses in public communications

outside financial statements. The standard requires the company to

present information on all performance measures defined by manage-

ment in a single note.

The new standard also introduces changes to the application of IAS 7

Statement of Cash Flows. In the indirect cash flow statement, the ope-

rating cash flow begins with the item operating profit or loss. The new

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 27

standard also removes the option that allowed classifying interest and

dividend cash flows.

The adoption of IFRS 18 is expected to have an impact, in particular,

on the presentation and disaggregation of information in the consolidated

income statements and notes. A more detailed analysis of the impact on

Nurminen Logistics Plc’s financial statements will be completed in 2026.

WAR IN UKRAINE AND THE GEOPOLITICAL SITUATION

A weakening in world trade from the current situation as a consequence

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

Group’s services and thereby result. In addition, in the railway business,

food supply-related fertilisers critical to the world or metals required for

the green transition being subjected to sanctions due to the war in Ukraine

might have a negative impact on the business of North Rail Oy.

As Russia's war of aggression continues in Ukraine, the demand for

the Trans-Caspian route bypassing Russia has stabilised. In addition,

the situation in the Red Sea, which remained tight and continued during

the financial year, has increased the demand for direct rail transport

between Europe and Asia.

Geopolitical factors, such as the war in the Middle East, increase the

need for alternative and safe transport routes for companies. Nurminen

Logistics continuously and actively develops the routes to solve custo-

mers' logistical needs in changing conditions.

RISKS RELATED TO CLIMATE CHANGE

The Group does not see that risks related to climate change, such as

extreme weather events, would affect Nurminen Logistics' business.

AUDITING

The Group's interim reports and financial statements release for the 2025

financial year are unaudited.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 28

2. NET SALES AND ACCOUNTING PRINCIPLES

The effects of the IFRS 15 standard are described in the section on calculation principles.

IFRS 15: RECOGNITION OF SALES INCOME WHEN THE PERFORMANCE OBLIGATION HAS BEEN SATISFIED

EUR 1,000	1 Jan–31 Dec 2025	1 Jan–31 Dec 2024
Recognised over time	328	4,586
Recognised at a specific time	109,048	100,181
Revenue from contracts with customers	109,375	104,766

In 2025, net sales were distributed geographically between Finland, the Baltics and Sweden.

INFORMATION ON GEOGRAPHICAL AREAS

2025 (EUR 1,000)	Finland	Russia	Baltic countries	Sweden	Total
Net sales	62,430		30,016	16,929	109,375
Non-current assets	51,605		667	12,051	64,322

2024 (EUR 1,000)	Finland	Russia	Baltic countries	Sweden	Total
Net sales	57,451		46,822	493	104,766
Non-current assets	56,621	13	599	12,899	70,131

INFORMATION ON BIGGEST CUSTOMERS

The Group’s income from Port Rail Service L.L.C. in 2025 was EUR 13,457 thousand, or 12% of the Group’s net sales. In 2025, the Group did not

receive more than 10% of the net sales from other individual customers.

Group income from Global Transport and Logistics Pte. in 2024 was EUR 17,749 thousand, or 17% of the Group’s net sales. In 2024, the Group did

not receive more than 10% of the net sales from other individual customers.

3. OTHER OPERATING INCOME

EUR 1,000	2025	2024
Gains from sale of property, plant and equipment	106	2,047
Gain from the bargain purchase		40
Other items	221	73
Total	327	2,160

The gains on the sale of property, plant and equipment in 2024 include the gain on the sale of Koy Helsingin Satamakaari 24. For more information,

see Note 31.

4. OPERATING EXPENSES

EUR 1,000	2025	2024
Use of materials and supplies	58,755	59,322
Expenses relating to short term low value leases	1,417	1,423
Administrative expenses	6,559	5,827
Other cost items	4,037	2,424
Total other operating expenses	12,013	9,673

The repayments of lease liabilities in the cash flow from financing activities amounted to EUR 3,003 thousand in 2025 and EUR 1,159 thousand in

2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 29

AUDITOR FEES

EUR 1,000	2025	2024
Auditing	371	353
Other services	36	20
Total	407	373

7. FINANCIAL INCOME AND EXPENSES

EUR 1,000	2025	2024
Financial income
Interest income	60	72
Exchange rate gains	233	371
Proceeds from other investments		211
Total financial income	293	654
Financial expenses
Interest expenses	2,882	2,577
Exchange rate losses	881	280
Financial expenses on lease liabilities (IFRS 16)	970	494
Other financial expenses	340	297
Total financial expenses	5,073	3,649

Items above the operating profit include exchange rate differences totalling EUR -343 thousand in 2025 and EUR 45 thousand in 2024. Other finan-

cial expenses for 2025 include transaction costs of EUR 308 thousand amortised using the effective interest rate method (2024: EUR 40 thousand).

5. EMPLOYEE BENEFIT EXPENSES

EUR 1,000	2025	2024
Salaries and fees	11,633	10,901
Pension expenses, defined contribution plans	1,589	1,586
Pension expenses, defined benefit plans	-5	-27
Other social security costs	793	456
Share-based payments	327	303
Total	14,336	13,218

Information on the management remuneration is presented in Note 30. Related party transactions.

Information on the share-based payments is presented in Note 22. Share-based payments.

Personnel of the Group during the year on average

	2025	2024
Total	178	178

6. DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES

DEPRECIATION AND AMORTISATION BY ASSET CATEGORY:

EUR 1,000	2025	2024
Intangible assets
Customer relationships	782
Intangible rights	6	6
Other capitalised long-term expenditure	552	384
Impairment losses	1,847
Total	3,187	390
Property, plant and equipment
Buildings	466	890
Machinery and equipment	2,914	2,807
Other tangible assets	32	18
Total	3,411	3,716
Amortisation of right-of-use assets (IFRS 16)	3,409	1,314
Total	10,007	5,420

Impairment losses include the write down of Nurminen Logistics Services AB’s development costs. Further information is provided in Note 12.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 30

9. EARNINGS PER SHARE

	2025	2024
Result attributable to the equity holders of the parent company (EUR 1,000)	3,091	7,100
Weighted average number of shares, undiluted	80,582,788	78,165,952
Earnings per share, undiluted, EUR	0.04	0.09
Result attributable to the equity holders of the parent company (EUR 1,000)	3,091	7,100
Weighted average number of shares, diluted	82,068,171	79,721,952
Earnings per share, diluted, EUR	0.04	0.09

8. INCOME TAXES

THE INCOME TAX EXPENSE IN THE STATEMENT OF COMPREHENSIVE INCOME CONSISTS OF THE FOLLOWING:

EUR 1,000	2025	2024
Current tax expense	-2,268	-2,985
Deferred taxes, net	-931	-156
Total	-3,199	-3,140

THE RECONCILIATION BETWEEN THE INCOME TAX EXPENSE RECOGNISED IN THE CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME AND THE TAXES CALCULATED USING THE FINNISH CORPORATE TAX RATE (20.0%):

EUR 1,000	2025	2024
Result before income tax	9,727	16,211
Corporate tax rate	20%	20%
Income tax calculated using the Finnish corporate tax rate	-1,945	-3,242
Adjustments
Effect of tax rates used in foreign subsidiaries	-84	-1,129
Unrecognised deferred tax assets on losses	-1,214	-229
Tax-exempt income		8
Non-deductible expenses	-137	-296
Use of previously unrecognised tax losses	152	713
Recognised deferred tax assets on losses	-129	-833
Deferred tax liabilities from undistributed earnings	219	1,925
Other differences	-63	-57
Total adjustments	-1,254	102
Income tax expense in the income statement	-3,199	-3,140

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 31

10. SUBSIDIARIES AND ASSOCIATES

THE COMPANIES BELONGING TO THE NURMINEN LOGISTICS GROUP ARE THE FOLLOWING:

Subsidiaries	Domicile	Ownership (%)	Share of votes (%)
Nurminen Logistics Services Oy	Finland	100.0%	100.0%
North Rail Oy	Finland	79.8%	79.8%
North Rail Holding Oy	Finland	79.8%	79.8%
Kiinteistö Oy Kotkan Siikasaarentie 78	Finland	100.0%	100.0%
Kiinteistö Oy Luumäen Suoanttilantie 101	Finland	100.0%	100.0%
Kiinteistö Oy Vainikkalan Huolintatie 13	Finland	100.0%	100.0%
Nurminen Maritime Latvia SIA	Latvia	51.0%	51.0%
Nurminen Maritime UAB	Lithuania	51.0%	51.0%
Nurminen Logistics Services AB	Sweden	100%	100%
Essinge Rail AB	Sweden	100%	100%

ASSOCIATES AND JOINT VENTURES	Domicile	Ownership (%)	Share of votes (%)
Pelkolan Terminaali Oy	Finland	20.0%	20.0%

During the financial year 2025, the company’s previously 100%-owned subsidiary ILP-Group Logistics Oy merged into Nurminen Logistics

Services Oy.

The dissolution process of Nurminen Logistics’ subsidiary OOO Nurminen Logistics was completed during the financial year 2025. The company

has not had any business since 2022.

At the end of the financial year, the Group has four subsidiaries with material non-controlling interests. The changes in the Group structure

during the financial year are presented in more detail in Note 31. Acquisitions and divested businesses.

The following is summarised financial information for the subsidiaries with material non-controlling interests. The information is before

intra-Group eliminations. The Group has recognised deferred tax liabilities of EUR 646 thousand from undistributed earnings of subsidiaries

(2024: EUR 865 thousand).

			2025				2024
		Nurminen	Nurminen			Nurminen		Kiinteistö Oy
	North	Maritime	Maritime		North	Maritime	Nurminen	Helsingin
EUR 1,000	Rail	Latvia SIA	UAB	Total	Rail	Latvia SIA	Maritime UAB	Satamakaari 24	Total
Summary of comprehensive income statement
Net sales	32,788	15,444	14,572	62,805	27,678	28,657	18,816	2,172	77,324
Profit before taxes	10,275	2,470	1,956	14,701	9,383	5,943	3,257	641	19,224
Income taxes	2,126	454	321	2,901	933	869	183	94	2,078
Comprehensive income	8,149	2,016	1,635	11,800	8,450	5,074	3,074	548	17,146
Total comprehensive income attributable to NCI	1,646	988	802	3,436	1,707	2,487	1,508	268	5,970
Summary of balance sheets
Current assets	17,999	3,237	2,268	23,504	10,780	3,930	3,811		18,521
Non-current assets	29,719	464	203	30,386	32,435	443	156		33,034
Current liabilities	3,602	810	654	5,066	2,433	735	1,059		4,227
Non-current
liabilities	12,060	779	140	12,980	11,787	865	90		12,743
Net assets	32,056	2,112	1,677	35,845	28,996	2,772	2,818		34,585
Equity attributable to NCI	6,475	1,035	822	8,333	5,857	1,359	1,382		8,598
Summary of cash flows
Cash flow from operating activities	13,401	2,057	1,638	17,095	6,030	5,349	2,484	1,440	15,303
Cash flow from investing activities	-372	-191	-131	-694	-5,080	-2	-20	-84	-5,187
Cash flow from financing activities	-5,321	-2,521	-2,748	-10,590	5,738	-9,960	-4,257	-807	-9,285
Net increase/
decrease in cash
and cash
equivalents	7,707	-655	-1,241	5,811	6,687	-4,613	-1,792	550	831
Dividends paid to NCI during the year	1,029	1,310	1,361	3,701		4,863	2,064		6,927

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 32

11. PROPERTY, PLANT AND EQUIPMENT

								Prepay-
		Land and				Machinery		ments and
	Land and	water			Machinery	and	Other	acquisi-
	water	areas,		Buildings,	and	equipment,	tangible	tions in
EUR 1,000	areas	IFRS 16	Buildings	IFRS 16	equipment	IFRS 16	assets	progress	Total
2025
Cost at 1 January	262	2,006	11,879	20,382	53,535	3,222	923	8	92,216
Additions		370	5	654	68	2,656		456	4,210
Transfers between asset
categories					398			-376	22
Disposals					-504	-226			-730
Translation differences	1	2	49	11	10	6	14		95
Cost at 31 December	263	2,378	11,933	21,048	53,508	5,658	938	89	95,813
Accumulated depreciation
and impairment losses at 1
January		-342	-8,417	-8,503	-21,216	-2,086	-645		-41,209
Depreciation for the period		-79	-466	-2,667	-2,914	-663	-32		-6,820
Accumulated depreciation
for disposals and transfers					167	99			265
Translation differences			2	-2	2		1		2
Accumulated depreciation
and impairment losses at 31 December		-422	-8,880	-11,172	-23,961	-2,651	-677		-47,762
Carrying amount at 1 Jan
2025	262	1,664	3,462	11,879	32,319	1,135	278	8	51,007
Carrying amount at 31
Dec 2025	263	1,956	3,053	9,875	29,547	3,007	261	89	48,051

2024
Cost at 1 January	247	8,978	47,222	8,273	53,755	2,693	909	23	122,100
Additions from business
acquisitions	15	23	898	95	460		259		1,750
Additions				12,363	239	792	5	294	13,692
Transfers between asset
categories			60		222		15	-299	-3
Deductions from business
divestments		-6,996	-36,305	-349	-1,143		-265	-10	-45,067
Disposals						-264			-264
Translation differences	0	0	4	0	2		1		8
Cost at 31 December	262	2,006	11,879	20,382	53,535	3,222	923	8	92,216
Accumulated depreciation
and impairment losses at 1
January		-1,033	-13,855	-7,829	-19,527	-1,913	-791		-44,947
Depreciation for the period		-161	-890	-716	-2,807	-437	-18		-5,030
Accumulated depreciation
for disposals and transfers		851	6,329	41	1,119	264	164		8,768
Accumulated depreciation
and impairment losses at 31 December		-342	-8,417	-8,503	-21,216	-2,086	-645		-41,209
Carrying amount at 1 Jan
2024	247	7,945	33,367	444	34,228	781	118	23	77,153
Carrying amount at 31
Dec 2024	262	1,664	3,462	11,879	32,319	1,135	278	8	51,007

Kiinteistö Oy Helsingin Satamakaari 24 was consolidated into the Group in accordance with IAS 16 Property, Plant and Equipment. The

company was sold during the financial year 2024, see Note 31.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 33

12. INTANGIBLE ASSETS

					Other	Advance
	Customer		Intangible	Development	intangible	payments for
EUR 1,000	relationships	Goodwill	rights	costs	assets	intangible assets	Total
2025
Cost at 1 January	3,774	12,628	867		6,186	1,722	25,177
Additions from business
acquisitions		399					399
Additions					4	960	964
Disposals				-2,014	-90	-275	-2,380
Transfers between asset categories				1,969	342	-2,334	-22
Translation differences	205	405		45		36	691
Cost at 31 December	3,979	13,432	867	0	6,442	110	24,829
Accumulated depreciation and impairment losses at 1 January		-5,271	-850		-5,507		-11,629
Depreciation for the period	-782		-6	-195	-357		-1,340
Impairment losses				-1,774	-73		-1,847
Accumulated depreciation for disposals and transfers				2,014	90		2,105
Translation differences				-45			-45
Accumulated depreciation and impairment losses at 31 December	-782	-5,271	-856	0	-5,846		-12,756
Carrying amount at 1 Jan 2025	3,774	7,356	16	0	679	1,722	13,548
Carrying amount at 31 Dec 2025	3,197	8,161	10	0	596	110	12,074

In the financial years 2024 and 2025, the company aimed to grow with the development of a new rail transport service between Gothenburg

and Northern Finland, and the development costs were capitalized on the balance sheet. Amortization of development costs began in July

2025. The service was quickly adopted by international customers, but demand in the Finnish market remained more limited than expected.

Therefore, the company reassessed the growth potential of the route, and it was decided to discontinue the route and write down the

unamortized development costs by EUR 1.774 million in the financial statements for 2025.

				Other	Advance
	Customer			intangible	payments for
EUR 1,000	relationships	Goodwill	Intangible rights	assets	intangible assets	Total
2024
Cost at 1 January		6,171	864	6,016	363	13,414
Additions from business
acquisitions	3,756	6,425		94		10,275
Additions				14	1,424	1,438
Transfers between asset categories			3	62	-62	3
Translation differences	18	31			-2	47
Cost at 31 December	3,774	12,628	867	6,186	1,722	25,177
Accumulated depreciation and impairment losses at 1 January		-5,271	-844	-5,123		-11,239
Depreciation for the period			-6	-384		-390
Accumulated depreciation and impairment losses at 31 December		-5,271	-850	-5,507		-11,629
Carrying amount at 1 Jan 2024		899	19	893	363	2,175
Carrying amount at 31 Dec 2024	3,774	7,356	16	679	1,722	13,548

Information on goodwill impairment testing is provided in Note 15. Impairment of assets

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 34

13. LEASES

IN CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR 1,000	2025	2024
Payments for short-term or low value leases	-3,325	-2,910
Depreciation, amortisation and impairment losses	-3,409	-1,314
Operating profit	-6,735	-4,224
Financial expenses	-970	-494
Profit for the financial period	-7,705	-4,718

Payments for short-term or low value leases include container rents of EUR 191 thousand (2024: EUR 755 thousand).

IN CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR 1,000	Land and water		Machinery and	Right-of-use assets
Assets	areas	Buildings	equipment	total
2025
Cost at 1 January	2,006	20,382	3,222	25,610
Additions	370	654	2,656	3,680
Disposals			-226	-226
Translation differences	2	11	6	19
Cost at 31 December	2,378	21,048	5,658	29,083
Accumulated depreciation at 1 January	-342	-8,503	-2,086	-10,932
Accumulated depreciation for disposals			99	99
Depreciation for the period	-79	-2,667	-663	-3,409
Translation differences		-2		-2
Accumulated depreciation at 31 December	-422	-11,172	-2,651	-14,245
Carrying amount at 1 Jan 2025	1,664	11,879	1,135	14,678
Carrying amount at 31 Dec 2025	1,956	9,875	3,007	14,838

2024
Cost at 1 January	8,978	8,273	2,694	19,945
Additions from business acquisitions	23	95		119
Additions		12,363	792	13,154
Deductions from business divestments	-6,996	-349		-7,345
Disposals			-264	-264
Translation differences	0	0		1
Cost at 31 December	2,006	20,382	3,222	25,610
Accumulated depreciation at 1 January	-1,033	-7,829	-1,913	-10,774
Accumulated depreciation for disposals	851	41	264	1,156
Depreciation for the period	-161	-716	-437	-1,314
Accumulated depreciation at 31 December	-342	-8,503	-2,086	-10,932
Carrying amount at 1 Jan 2024	7,945	444	781	9,171
Carrying amount at 31 Dec 2024	1,664	11,879	1,135	14,678

EUR 1,000	2025	2024
Liabilities
1 January	14,963	9,610
Additions	3,658	13,273
Disposals	-3,180	-7,919
Translation differences	17	0
31 December	15,458	14,963
Non-current lease liabilities	11,990	12,374
Current lease liabilities	3,469	2,589
Total	15,458	14,963

The maturity breakdown of lease liabilities is presented in Note 26.

Impact of leases on the Group’s cash flows The impact on cash flows does not include lease payments for short-term and low-value leases,

which are presented under 'In consolidated statement of comprehensive income':

Net cash flow from operating activities	-970	-494
Cash flow from financing activities	-3,003	-1,159
Increase (+) / decrease (-) in cash and cash equivalents	-3,973	-1,653

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 35

14. CARRYING AMOUNTS OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES BY CATEGORY

						Carrying
		Assets		Liabilities	Financial	amounts in
		measured at	Financial assets	measured at	liabilities at fair	the balance
EUR 1,000	Note	amortised cost	at fair value	amortised cost	value	sheet
2025
Financial assets and liabilities according to IFRS 9
Long-term financial assets
Non-current receivables	17	54	19			74
Short-term financial assets
Trade and other receivables	19	10,393				10,393
Cash and cash equivalents	20	20,342				20,342
Long-term financial liabilities
Interest-bearing liabilities				19,373		19,373
IFRS 16 lease liabilities	13			11,990		11,990
Short-term financial liabilities
Interest-bearing liabilities				3,869		3,869
IFRS 16 lease liabilities	13			3,469		3,469
Trade payables	25			5,453		5,453
Contingent consideration	31				3,086	3,086

Nurminen Logistics Plc has a credit limit amounting to a maximum of EUR 3 million in Danske Bank A/S. The limit was not in use on 31

December 2025 or 31 December 2024.

Non-current interest-bearing liabilities as at 31 December 2025 includes transaction costs of EUR -601 thousand amortised using the

effective interest rate method (31 December 2024: EUR -909 thousand).

						Carrying
		Assets		Liabilities	Financial	amounts in
		measured at	Financial assets	measured at	liabilities at fair	the balance
EUR 1,000	Note	amortised cost	at fair value	amortised cost	value	sheet
2024
Financial assets and liabilities according to IFRS 9
Long-term financial assets
Non-current receivables	17	52	19			71
Short-term financial assets
Trade and other receivables	19	12,861				12,861
Cash and cash equivalents	20	16,297				16,297
Long-term financial liabilities
Interest-bearing liabilities				19,970		19,970
IFRS 16 lease liabilities	13			12,374		12,374
Contingent consideration	30				2,769	2,769
Short-term financial liabilities
Interest-bearing liabilities				6,133		6,133
IFRS 16 lease liabilities	13			2,589		2,589
Trade payables	25			5,339		5,339
Contingent consideration	30				1,989	1,989

After initial recognition, the Group’s cash and cash equivalents are classified as financial assets and liabilities at fair value through profit or loss

or at amortised cost. Financial assets at fair value are measured at level 1 of the fair value hierarchy. Financial liabilities at fair value are

measured at level 3 of the fair value hierarchy. The fair value of the contingent consideration has been calculated by discounting the item using

the company-specific discount rate.

The following levels are used in measuring fair values:

Level 1: Fair value is determined on the basis of quotations from the market.

Level 2: Fair value is determined using valuation techniques. Fair value means the value that can be determined from the market value of parts

of a financial instrument or similar financial instruments; or a value that can be determined using valuation models and methods generally

accepted in the financial markets, if the market value can be reliably determined using them.

Level 3: Fair value is determined using valuation techniques in which the factors used have a significant effect on the recorded fair value and

these factors are not based on observable market data.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 36

15. IMPAIRMENT OF ASSETS

Goodwill is tested for impairment annually, and if indications of impairment

exist. The recoverable amount in the impairment testing calculations is

determined on the basis of value in use.

An impairment loss is recognised if the carrying amount of the assets

allocated to a cash-generating unit, including goodwill, is higher than the

unit’s recoverable amount. The recoverable amount of each cash-gen-

erating unit is determined by discounting the estimated future cash flows

of the unit.

EUR 1,000	Business in Finland		Business in Sweden
	2025	2024	2025	2024
Goodwill	899	899	7,262	6,457

Signals on possible depreciation of assets are regularly observed from

information sources within and outside the Group. Such signals can be,

for example, unexpected deviations from key assumptions in Group

reporting. In addition to this the signals can be changes in competition

or other circumstances in the market, or new regulations or concessions

that have an impact on various business fields.

Impairment test calculations on cash flow are based budgets and

strategic forecasts accepted by management from the previous five

years. For the time period after this forecast period (terminal value)

estimated cash flows have been defined by using long term growth

forecasts. Essential assumptions having an impact on defining values in

use are connected to the development of net sales and profitability, and

to weighted average cost of capital (WACC) used in discounting cash

flows.

For the five-year time period the cash flow has been estimated to

develop according to the company’s medium-term net sales and profit-

ability goals. Sales increase and profitability level development have

been estimated on the basis of recent business development and general

forecasts. Terminal value is based on 1% growth in cash flow. The cash

flow forecast is based on turnover and profitability forecasts made for

CGU net sales and
operating result	Actual
2025–2030	Finland				Forecast (Finland)
	2025	2026	2027	2028	2029	2030
							Terminal value
Net sales	62,430	100,691	117,925	121,345	124,875	128,518	129,804
Operating result	12,014	16,427	19,401	20,927	22,521	24,186	24,509

Goodwill is allocated for cash generating units (CGUs) for impairment

testing. In 2025, Nurminen Logistics Plc Group had three cash-generat-

ing units (CGUs): Finnish business, Baltic business (51% majority) and

Swedish business. Goodwill is allocated to business operations in Finland

and Sweden.

each business sector, which are based on the budget for the year 2026

and long-term strategy approved by management. These are influenced

by the expected market development in Finland and Europe and the

measures taken by the company to improve profitability.

The discount rate is based on industry average WACC after tax. The

discount rate used is 10.35%. Discount rate and impairment test calculation

take into account market risks and capital intensity. The cost for equity

affecting on WACC is consistent with the Group’s long-term targets. Net

sales in the Finnish business were EUR 62.4 million and in the Swedish

business 16.9 million in 2025. The net sales are expected to increase, in

particular due to international cargo train traffic and domestic rail traffic in

2026. The estimated annual increase in net sales (CAGR) over the years

2026–2030 averages 5.6%. The forecast average increase in total net

sales per year over the years 2026–2030 is 5.7%. The average growth of

the Finnish CGU over the same period is estimated at 6.5% and the CAGR

at 6.3%. The average growth of the Swedish CGU over the same period

is estimated at 2.0% and the CAGR at 2.0%. The total operating margin

for the underlying business is expected to be above the Group’s long-term

target throughout the estimation period. (The company’s long-term target

is above 13%). The tax rate used in the testing of the Finnish CGU is 20%

and in the testing of the Swedish CGU 20.6%.

CGU net sales and
operating result	Actual
2025–2030	Sweden				Forecast (Sweden)
	2025	2026	2027	2028	2029	2030
							Terminal value
Net sales	16,929	21,846	22,278	22,719	23,169	23,627	23,863
Operating result	-2 100	2,004	2,084	2,285	2,492	2,705	2,736

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 37

16. INVESTMENTS IN EQUITY-ACCOUNTED INVESTEES

EUR 1,000	2025	2024
At 1 January	84	171
Share of profit/loss for the year	-84	-87
At 31 December	0	84

The equity-accounted investees (listed below) are not material for the Group.

Registered office Ownership (%)

Pelkolan Terminaali Oy Finland 20.0%

The financial statements for the joint venture have been composed according to FAS, and they have been consolidated into Group accounts

using the equity method. If the financial statements would be composed according to IFRS, the consolidation would not be substantially different

from consolidation according to FAS.

17. NON-CURRENT RECEIVABLES

EUR 1,000	2025	2024
Financial assets at fair value through profit or loss	19	19
Other receivables	54	52
Total	74	71

SENSITIVITY ANALYSIS WHEN ONE COMPONENT CHANGES:

The management estimates that the most sensitive judgements relate to changes in terminal growth, profitability and WACC.

Forecast period 2026–2030		Change	Impact of change on recoverable amount
•	Terminal growth 1%	Terminal growth -1%-point i.e. terminal growth	EUR -15.2 million
		0%
•	WACC 10.35%	WACC +1 %-point i.e. WACC 11.35%	EUR -21.4 million
•	Average EBIT 16.2% and EBITDA 22.3%	EBITDA decrease 1%-point i.e. average	EUR -12.7 million
		EBITDA 21.3%

The recoverable amounts of the Finnish CGU would decrease by EUR 14,167 thousand if the terminal growth rate is 0%, by EUR 19,729

thousand if the WACC is 1% higher and by EUR 11,040 thousand if the EBIT decreases by 1 percentage point. The recoverable amounts of the

Swedish CGU would decrease by EUR 989 thousand if the terminal growth rate is 0%, by EUR 1,703 thousand if the WACC is 1% higher and

by EUR 1,670 thousand if the EBIT decreases by 1 percentage point. Based on the sensitivity analyses, the management evaluates that above

mentioned essential judgements would not cause a situation in which the carrying amount of cash generating units would exceed the

recoverable amount, and this would not cause impairment loss on goodwill in fiscal year 2025. The cash flow estimate is 3.9 times the CGU’s

assets employed.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 38

18. DEFERRED TAX ASSETS AND LIABILITIES

		Recognised in
		the income	Recognised in	Exchange rate
EUR 1,000	1 Jan 2025	statement	the balance sheet	differences	31 Dec 2025
Movements in deferred taxes during 2025:
Deferred tax assets:
Losses of Group companies from previous
financial years	4,647	-859			3,788
Lease liabilities	2,952	-605	692	-1	3,037
From pension provisions	5	-1	5		9
Intangible and tangible assets	898	-568		2	332
Other items	70	-64		2	8
Total	8,572	-2,097	697	3	7,174
Netting of deferred taxes	-3,150				-3,050
Deferred tax assets net	5,422	-2,097	697	3	4,124
Deferred tax liabilities:
Intangible and tangible assets	3,692	-841	692	42	3,585
Transaction costs of financial instruments	182	-62			120
Retained earnings of subsidiaries	865	-219			646
Other items	45	-45			0
Total	4,783	-1,166	692	42	4,351
Netting of deferred taxes	-3,150				-3,050
Deferred tax liabilities net	1,633	-1,166	692	42	1,301

		Recognised in
		the income	Recognised in	Exchange rate
EUR 1,000	1 Jan 2024	statement	the balance sheet	differences	31 Dec 2024
Movements in deferred taxes during 2024:
Deferred tax assets:
Losses of Group companies from previous
financial years	5,895	-1,248			4,647
Lease liabilities	1,873	-237	1,316		2,952
From pension provisions	11	-5	-1		5
Intangible and tangible assets	1,497	-597		-2	898
Other items		36	34		70
Total	9,276	-2,050	1,349	-2	8,572
Netting of deferred taxes	-1,804				-3,150
Deferred tax assets net	7,471	-2,050	1,349	-2	5,422
Deferred tax liabilities:
Intangible and tangible assets	1,805	-170	2,059	-2	3,692
Transaction costs of financial instruments		182			182
Retained earnings of subsidiaries	2,790	-1,925			865
Other items		18	26		45
Total	4,594	-1,895	2,086	-2	4,783
Netting of deferred taxes	-1,804				-3,150
Deferred tax liabilities net	2,790	-1,895	2,086	-2	1,633

EUR 1,000	2025	2024
Deferred taxes
Confirmed losses of Group companies for which no deferred tax assets have been recognised	26,773	18,673
The confirmed losses will expire in 2026–2035 or later
Off-balance sheet deferred tax assets from losses in prior periods	5,362	3,735

The deferred tax assets include an item of EUR 3,604 thousand associated with unused tax losses of Nurminen Logistics Plc and Nurminen

Logistics Services Oy. The favourable development of efficiency measures continued during the financial year and domestic rail traffic allow the

positive development of business operations. The company’s management assesses based on the strategy figures and comprehensive

supplementary materials that the deferred tax assets recorded in the consolidated statement of financial position will likely be used, and according

to the management’s estimate, the recognised deferred tax assets will be used by the end of 2029. Losses for which deferred tax assets were

recognised in the 2024 financial statements, EUR 439 thousand expired and were not used in 2025. The amount of deferred tax asset recognised

from these losses was EUR 66 thousand.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 39

SENSITIVITY ANALYSIS WHEN ONE COMPONENT CHANGES:

Forecast period 2026–2030	Change	Impact of change on recoverable amount
		133 thousand euros of the balance sheet
Average forecast period profit before tax is 10% less than estimated	Profit before taxes 90% of forecast	deferred tax assets will not be used in 2029.
		The use of off-balance sheet deferred
		tax assets is postponed by one year.
		184 thousand euros of the balance sheet
Average forecast period profit before tax is 15% less than estimated	Profit before taxes 85% of forecast	deferred tax assets will not be used in 2029.
		The use of off-balance sheet deferred
		tax assets is postponed by one year.
		17 thousand euros of the balance
		sheet deferred tax assets will not be
Average forecast period profit before tax is		used in 2026, 15	thousand in 2028
	Profit before taxes 80% of forecast	and 235 thousand in 2029.
20% less than estimated		The use of off-balance sheet deferred tax
			assets is postponed by three years.

EXPIRATION OF DEFERRED TAX ASSETS:

EUR 1,000	2026	2027	2028	2029	2030	2031	2032	2033	Later	Total
Deferred tax assets	735	347	709	1,051	761				185	3,788

19. TRADE AND OTHER RECEIVABLES

EUR 1,000	2025	2024
Trade receivables	8,845	10,204
Prepayments and accrued income	913	1,800
VAT receivables	456	612
Other receivables	179	245
Total	10,393	12,861

The company has recognised a provision for bad debts in 2025 amounting to EUR 28,176 (EUR 18,538 in 2024).

Trade and other receivables in currencies
EUR	9,591	10,677
USD	433	505
SEK	370	1,663
NOK		16
	10,393	12,861

The carrying amounts of current receivables best represent the maximum exposure to credit risk, excluding fair value of any collaterals, in the

case other party to an agreement fail to discharge an obligation concerning financial instruments. The receivables do not contain any significant

concentrations of credit risk. The carrying amounts of trade and other current receivables are in essentially equivalent to their fair values.

20. CASH AND CASH EQUIVALENTS

EUR 1,000	2025	2024
Cash and bank balances	20,342	16,297
Cash and cash equivalents in the balance sheet	20,342	16,297

Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 40

21. INFORMATION ABOUT EQUITY

The Board members of the parent company review the capital structure and gearing of the Group on regular basis. The mid- to long-term target for

gearing has been set to less than 100. The Board of the parent company may take measures if development of the gearing is unfavourable. Gearing

calculated from the consolidated statement of financial position was 50.2% at the end of 2025 and 71.7% at the end of 2024. Equity management

covers both equity and interest-bearing liabilities. The aim is to secure business continuity and cost of capital.

					Reserve for
			Share premium		invested
		Share capital,	reserve,	Legal reserve,	unrestricted
	Number of	thousands of	thousands of	thousands of	equity, thou-
	shares	euro	euro	euro	sands of euro
1 Jan 2022	77,194,190	4,215	86	2,376	36,838
Directed free share issue in February 2022 1)	774,386
Repayment of equity in April 2022 2)					-740
Directed free share issue in July 2022 3)	133,078
Repayment of equity in September 2022 4)					-507
31 December 2022	78,101,654	4,215	86	2,376	35,591
Directed free share issue in June 2023 5)	26,201
31 December 2023	78,127,855	4,215	86	2,376	35,591
Repayment of equity in May 2024 6)					-1,563
Directed free share issue in July 2024 7)	85,309
Repayment of equity in November 2024 8)					-3,129
Directed share issue in December 2024 9)	2,339,756				2,274
31 December 2024	80,552,920	4,215	86	2,376	33,174
Directed free share issue in April 2025 10)	40,250
Repayment of equity in May 2025 11)					-2,417
Directed free share issue in May 2025 12)	102,041
31 December 2025	80,695,211	4,215	86	2,376	30,757

1) Directed free share issue in February 2022.

2) Repayment of equity in April 2022.

3) Directed free share issue in July 2022.

4) Repayment of equity in September 2022.

5) Directed free share issue in June 2023.

6) Repayment of equity in May 2024.

7) Directed free share issue in July 2024.

8) Repayment of equity in November 2024.

9) Directed share issue to the sellers of Essinge Rail AB as part of the purchase price payment. Since the share issue was carried out in order

to complete the acquisition, there was a compelling financial reason for directing the share issue. The new shares were registered in the

Finnish Trade Register on 9 January 2025.

10) Directed free share issue in April 2025 to pay for reward shares. There is a particularly weighty financial reason for the company to deviate

from the shareholders’ pre-emptive subscription right, as the issuance of shares is based on the payment of the reward of the share-based

incentive plan.

11) Repayment of equity in May 2025.

12) Directed free share issue in May 2025.

The company’s shares have no nominal value.

The maximum share capital of the company is EUR 4,215 thousand.

The company did not hold any of its own shares on 31 December 2025.

RESERVES INCLUDED IN EQUITY

SHARE PREMIUM RESERVE

The share premium reserve comprises both share issue gains arisen in the years 1997–2006, less transaction costs, as well as gains from sales

of own shares.

LEGAL RESERVE

The share issue gains accrued from those share issues carried out before the entry into force of the amended Finnish Limited Liability Companies

Act on 1 September 2006, have been recognised in the legal reserve.

RESERVE FOR INVESTED UNRESTRICTED EQUITY

Includes share issue gains from directed share issues.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 41

22. SHARE-BASED PAYMENTS

According to the resolution of the Annual General Meeting, 50 per cent

of the annual remuneration of the members of the Board will be paid

in the company’s shares in 2025. The share of Board members’ share

awards recognised as an expense in the income statement was EUR

105 thousand euros in 2025. The number of shares transferred to the

members of the Board of Directors was 83,488 based on the price on

the payment date 27 June 2025 and the number of shares transferred

was 18,553 based on the price on the payment date 29 July 2025.

On 4 July 2022, the Board of Directors of Nurminen Logistics Plc

decided to create two new share-based incentive programmes for the

company’s key personnel: a performance-based share bonus plan

2022–2026 and a share bonus plan to encourage commitment 2022–

2026.

On 10 April 2025 and 8 September 2025, the Board of Directors

of Nurminen Logistics Plc decided to create two new remuneration

schemes for the company’s key personnel: the performance-based

share bonus plan 2025–2029 and the share bonus plan to encourage

commitment 2025–2029.

The aim of the programmes is to harmonise the goals of key person-

nel and the shareholders of Nurminen Logistics Plc and, thus, increase

the company’s value in the long term, promote economic and efficient

performance, as well as encourage commitment of key personnel to the

company by offering them a competitive, performance-based earnings

opportunity.

PERFORMANCE SHARE PLAN 2022–2026

The Performance Share Plan 2022–2026 consists of three performance

periods, covering the financial years of 2022–2024, 2023–2025 and

2024–2026 respectively.

In the plan, the target group is given an opportunity to earn Nurminen

Logistics shares based on achieving performance targets set by the

Board of Directors. The Board of Directors decides on the plan’s perfor-

mance criteria and targets to be set for each criterion at the beginning

of a performance period. The potential rewards based on the plan will

be paid after the end of each performance period.

EARNING PERIOD 2023–2025 OF THE PERFORMANCE SHARE

PLAN 2022–2026

On 21 November 2023, the company’s Board of Directors decided on

a new earning period for the plan, covering the financial years 2023–

2025.

The target group of the plan during the earning period 2023–2025

includes the company’s CEO and all members of the Management

Team. In the earning period 2023–2025, the rewards are based on the

total shareholder return (TSR) on Nurminen Logistics Plc’s share and

the ratio of net debt to EBITDA at the end of the financial year 2025.

The gross bonuses to be paid for the earning period are equal to a

maximum total of 376,000 Nurminen Logistics Plc shares, including

the cash share. Any rewards for the earning period 2023–2025 will be

paid by the end of May 2026, partly in Nurminen Logistics Plc shares

and partly in cash. The cash share is intended to cover the taxes and

statutory social security contributions resulting to the participant from

the remuneration.

The amount of remuneration paid based on the plan will be cut if the

maximum value for remuneration paid for the earning period 2023–2025

set by the Board of Directors is reached.

EARNING PERIOD 2024–2026 OF THE PERFORMANCE SHARE

PLAN 2022–2026

On 30 May 2024, the company’s Board of Directors decided on a new

earning period for the plan, covering the financial years 2024–2026.

The target group of the plan during the earning period 2024–2026

includes the company’s CEO and all members of the Management

Team. In the earning period 2024–2026, the rewards are based on the

total shareholder return (TSR) on Nurminen Logistics Plc’s share and

the ratio of net debt to EBITDA at the end of the financial year 2026.

The gross bonuses to be paid for the earning period are equal to a

maximum total of 376,000 Nurminen Logistics Plc shares, including

the cash share. Any rewards for the earning period 2024–2026 will be

paid by the end of May 2027, partly in Nurminen Logistics Plc shares

and partly in cash. The cash share is intended to cover the taxes and

statutory social security contributions resulting to the participant from

the remuneration.

The amount of remuneration paid based on the plan will be cut if the

maximum value for remuneration paid for the earning period 2024–2026

set by the Board of Directors is reached.

RESTRICTED SHARE PLAN 2022–2026

The Restricted Share Plan is intended to be used as a tool in spe-

cific situations seen necessary by the Board of Directors, for example

ensuring retention of key talent, attracting new talent or other specific

situations determined by the Board.

The reward from the Restricted Share Plan 2022—2026 is based

on a valid employment or director contract and the continuity of the

employment or service. The plan is intended for selected key employ-

ees only, based on the decision by the Board of Directors.

The rewards to be earned on the basis of the plan will be paid by the

end of May 2024, 2025 or 2026 but in any event a minimum twelve (12)

months after the determination of the Reward.

The gross rewards to be allocated during 2022–2026 on the basis

of the restricted share plan correspond to the value of up to 500,000

Nurminen Logistics Plc shares.

CEO PERFORMANCE SHARE PLAN

On 21 November 2023, the Board of Directors of Nurminen Logistics

Plc resolved to establish a new Performance Share Plan for the CEO

of the company. The purpose of the plan is to align the objectives of the

company’s shareholders and the CEO for increasing the value of the

company in the long term.

The CEO Performance Share Plan consists of one earning period,

which begins on 21 November 2023 and ends at the end of May 2028.

In the plan, the CEO has an opportunity to earn Nurminen Logistics

Plc shares as a reward based on the Total Shareholder Return (TSR) of

the company. The potential rewards from the plan will be paid in three

instalments during the financial years 2026–2028.

The value of the gross rewards to be paid on the basis of the plan

corresponds to an approximate maximum total of 608,000 Nurminen

Logistics Plc shares, also including the proportion to be paid in cash.

The potential rewards from the plan will be paid partly in Nurminen

Logistics Plc shares and partly in cash. The cash proportion of the

reward is intended to cover taxes and statutory social security contri-

butions arising from the reward to the CEO.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 42

PERFORMANCE SHARE PLAN 2025-2029

On 10 April 2025, the company’s Board of Directors decided on a plan

covering the financial years 2025–2029.

The Performance Share Plan 2025–2029 consists of three perfor-

mance periods, covering the financial years of 2025–2027, 2026–2028

and 2027–2029 respectively.

The target group consists of the CEO and all members of the Man-

agement Team. In the earning period 2025–2027, the rewards are based

on the total shareholder return (TSR) on Nurminen Logistics Plc’s share

and the ratio of net debt to EBITDA at the end of the financial year 2027.

The gross bonuses to be paid for the earning period are equal to a

maximum total of 420,000 Nurminen Logistics Plc shares, including the

cash share. Any rewards for the earning period 2025-2027 will be paid by

the end of May 2028, partly in Nurminen Logistics Plc shares and partly in

cash. The cash share is intended to cover the taxes and statutory social

security contributions resulting to the participant from the remuneration.

The amount of remuneration paid based on the plan will be cut if the

maximum value for remuneration paid for the earning period 2025-2029

set by the Board of Directors is reached.

RESTRICTED SHARE PLAN 2025-2029

The Restricted Share Plan is intended to be used as a tool in specific si-

tuations seen necessary by the Board of Directors, for example ensuring

retention of key talents, attracting new talent or other specific situations

determined by the Board.

The reward from the Restricted Share Plan 2025—2029 is based on

a valid employment or director contract and the continuity of the employ-

ment or service. The plan is intended for selected key employees only,

based on the decision by the Board of Directors.

The rewards to be earned on the basis of the plan will be paid by the

end of May 2027, 2028 or 2029 but in any event a minimum twelve (12)

months after the determination of the Reward.

The gross rewards to be allocated during 2025-2029 on the basis of

the restricted share plan correspond to the value of maximum 300,000

Nurminen Logistics Plc shares.

THE ASSUMPTIONS USED IN THE ACCOUNTING ENTRIES FOR THE SHARE-BASED REMUNERATION PLAN ARE DESCRIBED IN THE

FOLLOWING TABLES:

	CEO				Restricted		Restricted
	Performance	Performance	Performance	Performance	Share Plan	Performance	Share Plan
Plan	Share Plan	Share Plan	Share Plan	Share Plan	2022-2029	Share Plan	2025-2029
	Installments	Plan	Plan	Plan	Payment	Plan	Payment
Instrument	2023–2025	2022–2024	2023–2025	2024–2026	2025	2025–2029	2027
Granting dates	21 Nov 2023	4 Jul 2022	21 Nov 2023	30 May 2024	6 Jun 2023	22 May 2025	8 Sep 2025
Fair value of the share reward at the time of granting, EUR	0.79	0.69	0.79	0.54	1.07	1.05	1.03
Share price at the time of granting, EUR	0.92	0.77	0.92	1.14	1.11	1.08	1.06
Share price limit of the reward, EUR	3.00	3.00	3.00	3.00	3.00	3.00	3.00
Maximum number of shares paid	608,000	500,000	376,000	376,000	60,000	420,000	75,000
Share price at the end of the financial year	0.95	0.95	0.95	0.95	0.95	0.95	0.95
Earning period start date	21 Nov 2023	4 Jul 2022	21 Nov 2023	30 May 2024	6 Jun 2023	22 May 2025	8 Sep 2025
	31 May
Earning period end date	2027–	31 May 2025	31 May 2026	31 May 2027	31 May 2025	31 May 2028	31 May 2027
	31 May 2028
Number of persons in the plan	1	3	5	5	7	4	7
Changes during the financial year
Number of share rewards at the beginning of the year	608,000	216,000	336,000	336,000	60,000
Granted			26,667	53,333		420,000	75,000
Forfeited			66,667	93,333	5,000	80,000
Exercised					55,000
Expired		216,000
Number of share rewards at the end of the year	608,000	0	296,000	296,000	0	340,000	75,000

The value of the share at the time of granting, or the fair value of the share, is defined as follows: the value of the share at the time of granting is

the share price of the granting date less estimated dividends paid during the earning period.

THE EXPENSE INCLUDED IN THE INCOME STATEMENT IS SPECIFIED IN THE FOLLOWING TABLE:

EUR 1,000	2025	2024
Cost impact of share-based payments, paid in shares	223	213

The expense to be recognised in the 2026–2029 financial years was estimated on 31 December 2025 to be approximately EUR 245 thousand.

The actual amount may differ from the estimate. The taxes payable on behalf of employees are estimated to be approximately EUR 124

thousand for the ongoing programmes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 43

23. DEFINED BENEFIT PENSION PLANS

CHARACTERISTICS OF THE DEFINED BENEFIT PENSION PLAN

The employer has promised an additional pension benefit to a group of

former employees. In order to fulfil its promise, the employer has taken

out additional pension insurance policies from a life insurance company.

In addition to the old-age pension benefit, the additional pension insu-

rance policies include any survivor’s pension benefit and burial insurance.

The insurance company collects insurance premiums annually from

the employer. The insurance premium is primarily comprised of index

increases paid on the earned benefits. The benefits paid after retirement

are annually increased by the TyEL index specified in the insurance poli-

cies. The insurance company indemnifies the paid pensions with its own,

yield-based index, and any deficit compared to the paid TyEL index is

charged to the employer as an “index difference charge”. In addition, the

pension premium includes a management expense component to cover

the insurance company’s expenses for managing the plans.

Depending on the insurance policy, 3.5% or a lower interest rate is

used in calculating the insurance premiums.

RISKS RELATING TO DEFINED BENEFIT PLANS

Changes in the yield expectations of bonds. In the employer’s IFRS

financial statements disclosures, in deviation from the national practice,

the obligation resulting from the pension promise is measured at mar-

ket values. The pension obligation recognised for the additional pension

insurance policies in the IFRS financial statements depends on the yield

expectations of bonds issued by reputable companies at the closing

date. If the yield expectation decreases, the pension obligation calcu-

lated according to IAS 19 increases. Because the employer is not liable

for the investment risk, an increase in the yield expectation also affects

the value of the assets corresponding to the pension obligation, deter-

mined under the principles of IAS 19. The value of the assets increases

when the yield expectation decreases, which offsets the increase in the

pension obligation.

Inflation risk. The risk of inflation is taken into consideration in cal-

culating the pension obligation. Inflation is an estimate of the long-term

change in consumer prices. The inflation assumption used in the calcu-

lation is market-based, and its horizon must correspond with the average

duration of the pension obligation. In accordance with the insurance poli-

cies, the pensions paid in the plan are tied to the TyEL index, changes in

which depend on actual inflation (80%) and general wage index (20%).

The employer is liable for the difference between the TyEL index and the

index rebate granted by the insurance company. High inflation results in

an increase in the pension obligation and thereby additional expenses

for the employer.

Mortality risk. If the pension benefit recipient’s actual lifetime is higher

than expected, the insurance company covers the resulting risk. The

Gompertz mortality model, used in the statutory pension system, is used

in the IFRS calculations. Any change in the mortality model used by the

insurance company will only be reflected in the employer’s future insu-

rance premiums.

Other risks. When a person with a paid-up policy retires, the final

amount of the pension is revised, and this might result in additional costs

to the employer. Moreover, in these cases where the benefits are tied

to the TyEL index, index increases between the granting of a paid-up

policy and start of the pension for which the employer is liable will only

be charged in the year the pension is granted.

Uncertainty of future cash flows. A sensitivity analysis as of the end

of the reporting period is disclosed in IFRS reporting for each significant

actuarial assumption, indicating how somewhat possible changes in the

actuarial assumption would have affected the defined benefit pension

obligation during the year. The pension obligation of the sensitivity ana-

lysis is calculated using the projected unit credit method. The sensitivity

analysis only takes into consideration the impact of changes in actuarial

assumptions on the pension obligation and corresponding assets so that

a change in the assumptions does not have an effect on the insurance

premiums paid during the year and taken into consideration in assets.

DEFINED BENEFIT OBLIGATIONS

EUR 1,000	2025	2024
Expense through profit or loss from defined benefit plans
Net interest (+expense/-income)	1	2
Expense through profit or loss from defined benefit plans	1	2
Re-measurement of the defined benefit pension plan
Changes in financial assumptions		13
Yield of the assets included in the plan, excluding items relating to net interest	33	-13
Empirical changes	-8	-5
Recognised in comprehensive income, total remeasurement effect	25	-5
In statement of financial position
Current value of defined benefit obligations transferred to reserves	372	439
Fair value of plan assets	-327	-416
Net defined benefit debt	44	23
Changes in the fair value of plan assets
Assets at 1 January	416	437
Interest income	11	16
Yield of assets, excluding interest income included in net interest expense	-33	13
Employer’s contributions	5	27
Benefits paid	-72	-77
Assets at 31 December	327	416

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 44

Change in the current value of the plan obligation	2025	2024
Obligation at 1 January	439	491
Interest expense	12	18
Changes resulting from actuarial assumptions	-8	8
Benefits paid	-72	-77
Obligation at 31 December	372	439

The estimated payments to defined benefit plans amount to EUR 3 thousand in 2026.

Key actuarial assumptions	2025	2024
Discount rate, %	2.9%	3.0%
Future pay increase, %	0.0%	0.0%
Insurance company’s customer rebate, %	0.0%	0.0%
Increase in benefits, %	2.0%	2.1%
Inflation, %	1.8%	1.9%

SENSITIVITY ANALYSIS OF SIGNIFICANT ACTUARIAL ASSUMPTIONS

Possible changes in certain significant actuarial assumptions, should the other variables remain unchanged, would have had the following effect

on the defined benefit obligation:

Assumptions	Change in assumption	2025	2024
Discount rate
	0.50% increase	-12	-13
	0.50% decrease	12	14
Increase in benefits	0.50% increase	11	12
	0.50% decrease	-10	-11

- an increase/decrease of 0.50% in the discount rate would result in a 2.7%/2.7% decrease/increase in the defined benefit obligation

- an increase/decrease of 0.50% in the benefit increase assumption would result in a 2.5%/2.3% increase/decrease in the defined benefit

pension obligation.

The sensitivity analysis presented above might not necessarily give a true view of the actual impacts of the changes. Should several

assumptions change simultaneously, the combined effect of these changes might not be the same as the sum of individual changes. If the

changes in the assumptions differ from the amounts described above, the effect on the defined benefit obligation will not necessarily be linear.

EUR 1,000	2025	2024
Maturity distribution of non-discounted pension liability
During the next 12 months	72	78
1–5 years	156	190
5–10 years	104	126
Over 10 years	138	159
Total	471	553

The average duration of the defined benefit obligation was 6 years at the end of the reporting period.

24. INTEREST-BEARING LIABILITIES

EUR 1,000	2025	2024
Interest-bearing net liabilities
Non-current interest-bearing liabilities	31,363	35,113
Current interest-bearing liabilities	10,424	10,711
Interest-bearing liabilities, total	41,786	45,824
Cash and cash equivalents	20,342	16,297
Interest-bearing net liabilities, total	21,444	29,527
Interest-bearing liabilities in currencies
EUR	38,149	38,065
SEK	3,637	7,759

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 45

25. TRADE PAYABLES AND OTHER LIABILITIES

EUR 1,000	2025	2024
Current
Trade payables	5,453	5,339
Advances received	23	502
Other liabilities	644	633
Accrued expenses	4,560	5,275
Total trade payables and other liabilities	10,680	11,748
Trade payables and other liabilities in currencies
EUR	9,156	9,989
SEK	1,180	1,220
USD	345	539
	10,680	11,748
Non-current
Other liabilities	44	23
Non-current liabilities, total	44	23

The most significant items under accrued expense consist of operational accrued expenses of EUR 1,061 thousand in 2025 (EUR 1,489

thousand in 2024) and accrued personnel expenses of EUR 2,578 thousand in 2025 (EUR 2,705 thousand in 2024).

26. FINANCIAL RISK MANAGEMENT

The goal of the Group’s risk management is to minimise the harmful

effects of changes in the financial markets on the Group’s result and

equity. The policy for managing financial risks is based on the main

principles approved by the Board of Directors. The company’s finance

department is responsible for daily risk management within the limits

set by the Board.

CURRENCY RISK

Currency risk arises from foreign currency imports and exports, from the

financing of foreign subsidiaries and from the translation of subsidiaries’

equity in foreign currency.

The Group manages the currency risk inherent in cash flows by

keeping foreign currency income and expense cash flows in the same

currency, and by matching them simultaneously to the extent possible.

If matching is not possible, part of an open exposure may be hedged.

Foreign currency transaction risk exposure can be hedged if its coun-

tervalue exceeds EUR 500 thousand. Exposures greater than EUR 2

million are hedged 50–110%. Foreign currency risk of the net translation

exposure can be hedged 25–75%. Instruments used in hedging include

forward contracts and plain vanilla options. Exotic options are forbidden.

The hedge ratio is considered based on the current economic trends

and the predicted currency prospects as well as the functionality of

each currency’s hedge market. In extraordinary hedging market circum-

stances, the company may deviate from the guidelines above.

Currency amounts in bank accounts should be kept as small as pos-

sible without disturbing payment transactions. The amount of cash and

cash equivalents denominated in foreign currencies may not exceed

three per cent of the balance sheet total.

INTEREST RATE RISK

Interest rate risks to the Group derive mainly through interest-bearing

debts. The purpose of interest rate risk management is to diminish the

effect of market interest rate movements on cash flows from financing.

Hedging instruments may include forward rate agreements and interest

rate futures, interest rate swaps and interest collar agreements.

LIQUIDITY RISK

The purpose of liquidity risk management is to ensure sufficient financ-

ing in all situations. Funds required for about two weeks’ payment trans-

actions will be reserved as a buffer for liquidity of payment transactions.

The Group aims to guarantee the availability and flexibility of financing

by using a number of financial institutions and financing methods in

raising finance.

The financial statements are based on the principle of business

continuity. The management of the company estimates that the cash

flow will cover the current business needs and liabilities for the next

12 months. The sufficiency of cash flows from operations is subject to

risks if estimates deviate considerably from expectations. If the Group

is unable to secure sufficient long term financing arrangements, the

continuity of operations can be at risk. The measurement of the assets

in the financial statements is based on the going concern assumption.

If the forecasts do not materialise, it may be necessary to recognise

impairment losses on assets.

CREDIT RISK

The objective of credit risk management is to minimise losses which

arise from the counterparty neglecting their obligations. The Group

manages the counterparty risk based on the customer credit rating and

engages in active debt collection, when necessary.

The Group has made ECL measurement analysis according to

IFRS 9. The provision for credit losses is recognised in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 46

INTEREST RATE RISK

SENSITIVITY ANALYSIS FOR INTEREST RATE RISK

In calculating the sensitivity to changes in the interest rate level, the following assumptions have been used:

• the change in the interest rate level has been assumed to be +/– 100 bps

SENSITIVITY ANALYSIS FOR VARIABLE INTEREST RATE LOANS

		2025
	31 December 2025	Income statement 100 bp
EUR 1,000		Increase	Decrease
Total amount of variable interest rate loans	11,338
Variable interest rate instruments		-113	113
Total effect		-113	113

		2024
	31 December 2024	Income statement 100 bp
EUR 1,000		Increase	Decrease
Total amount of variable interest rate loans	11,419
Variable interest rate instruments		-114	114
Total effect		-114	114

Market-based loans are raised mainly as variable interest rate loans. Nurminen Logistics hedges the interest rate risk of market-based loans by

selecting the interest rate periods and with derivative instruments, mainly interest rate swaps. No interest rate swaps were used in 2025 and

2024.

CURRENCY RISK

in calculating the sensitivity to changes in exchange rates, the following assumptions have been used:

• the change in the exchange rate has been assumed to be +/– 10%

• other variables remain constant

				2025
			Trade receivables 10%		Trade payables 10%
EUR 1,000	USD	decreases	increases	decreases	increases
Total currency items
Trade receivables	433
Trade payables	345
Total effect		-33	41		27	-33

				2024
			Trade receivables 10%		Trade payables 10%
EUR 1,000	USD	decreases	increases	decreases	increases
Total currency items
Trade receivables	505
Trade payables	539
Total effect		-44	54		47	-58

		Balance sheet exchange rate
Exchange rates used	2025	2024
USD	1.18	1.04

The main invoicing currency of the Group’s Swedish subsidiary Essinge Rail AB is EUR. The company considers that Essinge Rail AB’s trade

receivables and trade payables are not subjected to any significant currency risk.

The company has hedged the short-term SEK purchase price liability arising from the acquisition of Essinge Rail AB with a forward currency

contract. More detailed information on the forward and its fair value is presented in Note 29 .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 47

LIQUIDITY RISK

The contractual cash flows of loan instalments and interests at 31 December 2025 were the following:

EUR 1,000	1–3 months	4 months–1 year	2–5 years	5 years –>
Loans from financial institutions	1,238	2,632	19,973
Purchase price debt		3,178
Lease liabilities	1,080	3,253	11,167	2,951
Trade payables	5,453
Interest to financial institutions	595	1,634	1,393
Total	8,366	10,697	32,534	2,951

The contractual cash flows of loan instalments and interests at 31 December 2024 were the following:

EUR 1,000	1–3 months	4 months–1 year	2–5 years	5 years –>
Loans from financial institutions	1,063	2,069	20,878
Purchase price debt		4,990	3,117
Lease liabilities	883	2,582	12,304	2,541
Trade payables	5,339
Interest to financial institutions	619	1,944	3,389
Total	7,904	11,585	39,689	2,541

The group took out a EUR 3.0 million loan with a fixed amortisation

schedule from Danske Bank A/S, Finland Branch during the financial

period. The loan principal as at 31 December 2025 is EUR 3,000 thou-

sand.

During the comparison financial year, North Rail Oy took out a bul-

let loan facility of EUR 12.0 million, which will fall due in full on 24

July 2027. The loan agreement signed with Hoplo Opportunities

Fund II SCSp on 1 August 2024 agrees on the following covenants:

the company’s equity ratio must remain above 50%, the interest cover-

age ratio must not fall below the ratio of 4.00:1 and the company’s gear-

ing must not exceed the ratio of 1.50:1. The equity ratio is calculated

as the ratio of the equity shown on North Rail Oy’s balance sheet to the

balance sheet total. The interest coverage ratio is calculated from the

ratio of adjusted EBITDA to interest expenses and gearing from the ratio

of net debt to adjusted EBITDA. The covenants are tested quarterly and

the covenants have been met.

The company took out a EUR 4.0 million pension loan from Ilmarinen

during the financial year 2023. The loan principal as at 31 December

2025 is EUR 2,222 thousand.

The company took out a working capital loan of EUR 3.0 million from

Finnvera during the financial year 2023. The loan principal as at 31

December 2025 is EUR 1,615 thousand.

The group took out a EUR 6.0 million loan with a fixed amortisation

schedule from Danske Bank A/S, Finland Branch during the comparison

financial period. The loan principal as at 31 December 2025 is EUR

4,500 thousand. The following covenants have been agreed in the loan

agreement: the ratio of the Group’s interest-bearing net liabilities to

EBITDA must be no more than 3.5 at the end of each review period.

Interest-bearing net liabilities refer to the total amount of financial and

lease liabilities recognised on the Group’s balance sheet less cash and

cash equivalents. The review period is a six-month period ending on

30 June and 31 December. In addition, the Group’s equity ratio must

remain above 35%. Equity ratio is calculated on the basis of the ratio of

equity to the consolidated balance sheet total less advances received.

The covenants have been fulfilled.

The company estimates that there is no risk that the covenants would

not be met in 2026.

During the comparison period, the company repaid Ilmarinen’s Senior

loan (30 September 2024). The loan principal in the financial statements

on 31 December 2023 was EUR 5,353 thousand.

In September 2024, the company repaid the EUR 3.5 million loan

with a fixed amortisation schedule taken out from Oma Säästöpankki

Oyj in 2021 and the loan of EUR 0.5 million taken out in 2023. The total

principal of the loans on 31 December 2023 was EUR 2,000 thousand.

During the comparison period 2024, the company also took out a

new EUR 3.5 million loan with a fixed amortisation schedule from Oma

Säästöpankki Oyj. The loan was repaid in September 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 48

CHANGES IN LONG-TERM INTEREST BEARING DEBTS

		Cash flows	Cash flows	Changes from	Other changes
		from	from	acquisitions and	with no cash
	1 Jan 2025	additions	disposals	divested businesses	flow effect	31 Dec 2025
Long-term liabilities, interest bearing	19,970	3,000			-3,597	19,373
Contingent consideration	2,769			-103	-2,667
Long-term leasing liabilities, interest
bearing	12,374				-384	11,990
Total	35,113	3,000		-103	-6,648	31,363

CHANGES IN SHORT-TERM INTEREST BEARING DEBTS

		Cash flows	Cash flows	Changes from	Other changes
		from	from	acquisitions and	with no cash
	1 Jan 2025	additions	disposals	divested businesses	flow effect	31 Dec 2025
Short-term liabilities, interest bearing	3,132		-3,167		3,904	3,869
Current purchase price debt	3,001		-3,159		158
Contingent consideration	1,989		-2,606	502	3,201	3,086
Long-term leasing liabilities, interest
bearing	2,589		-3,003		3,883	3,469
Total	10,710		-11,934	502	11,146	10,424

CHANGES IN LONG-TERM INTEREST BEARING DEBTS

		Cash flows	Cash flows	Changes from	Other changes
		from	from	acquisitions and	with no cash
	1 Jan 2024	additions	disposals	divested businesses	flow effect	31 Dec 2024
Long-term liabilities, interest bearing	18,172	21,132		-10,780	-8,555	19,970
Contingent consideration				2,744	26	2,769
Long-term leasing liabilities, interest
bearing	9,001			-6,346	9,718	12,374
Total	27,173	21,132		-14,381	1,188	35,113

CHANGES IN SHORT-TERM INTEREST BEARING DEBTS

		Cash flows	Cash flows	Changes from	Other changes
		from	from	acquisitions and	with no cash
	1 Jan 2024	additions	disposals	divested businesses	flow effect	31 Dec 2024
Short-term liabilities, interest
bearing	15,931		-19,996	-871	8,067	3,132
Current purchase price debt	4,700		-4,700	2,986	15	3,001
Contingent consideration				1,979	10	1,989
Long-term leasing liabilities, interest
bearing	609		-1,159	-215	3,354	2,589
Total	21,240		-25,854	3,880	11,445	10,710

CREDIT RISK

MAXIMUM EXPOSURE TO CREDIT RISK	EUR 1,000
2025	8,845
2024	10,204

AGEING OF TRADE RECEIVABLES

EUR 1,000	Not past due	Past due less than 30 days	Past due 30–120 days	Past due over 120 days	Total
2025	7,488	1,028	285	44	8,845
2024	7,970	1,574	435	224	10,204

The amount of the credit loss provision recognised to cover uncertain receivables at the end of the financial year was EUR 28.2 thousand, all of

which is allocated to the oldest category in the age distribution.

Nurminen Logistics has no significant risk concentrations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 49

28. CONTINGENCIES AND COMMITMENTS

EUR 1,000	2025	2024
Liabilities and contingent liabilities secured by corporate mortgages and pledges
Loans from financial institutions	23,843	23,963
Customs duties and other guarantees	10,434	7,672
Interest-bearing accounts for which business mortgages have been given and subsidiary shares
pledged
Credit limit	3,000	3,000
Unused credit	3,000	3,000
Pledges given on own behalf
Book value of pledged subsidiary shares	50,198	50,073
Mortgages given on own behalf
Company mortgages	59,500	59,900
Real estate mortgages	2,662	2,242

27. OTHER LEASES

THE GROUP AS LESSEE

Lease liabilities for off-balance sheet leases where the value of the asset group is insignificant or short-term:

EUR 1,000	2025	2024
Less than one year	688	1,792
Between one year and five years	226	456
Total	914	2,248

In accordance with the IFRS 16 standard, leases are recognised as fixed assets and lease liabilities in the consolidated balance sheet.

Nurminen Logistics’ other leases mainly consist of different kinds of ICT equipment, office automation equipment, vehicles and smaller office

premises.

29. DERIVATIVE CONTRACTS

The Group hedges foreign currency-denominated purchase price liabilities related to the acquisition of Essinge Rail AB in the financial year 2024

with currency derivatives. On 31 December 2025, the Group had the following derivative contracts:

EUR 1,000	Nominal		Derivative	Net fair	At fair value through
2025	value	Derivative assets	liabilities	value	profit or loss
Currency derivatives
Forward currency contracts, not in hedge	2,771	6	0	6	6
accounting
Derivative contracts, total	2,771	6	0	6	6

The company had no open derivative contracts in the comparison period on 31 December 2024.

The fair value of the derivative contracts is presented in current receivables. The contracts will mature in the financial year 2026.

The forward currency contracts are measured at fair value hierarchy level 2. The hierarchy levels used in the measurement of fair values are

presented in Note 14 Carrying amounts of financial assets and liabilities by category.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 50

30. RELATED PARTY TRANSACTIONS

The company’s related parties include the members of the Board of Directors and those of the Management Team as well as companies under

their control. Related parties are also those shareholders that have direct or indirect control or significant influence in the Group. The holding of

RailCap Oy, a company controlled by a related party, in North Rail Holding Oy is 10.1%.

RELATED PARTY TRANSACTIONS WITH COMPANIES CONTROLLED BY BOARD MEMBERS

EUR 1,000	2025	2024
Sales	48	2
Current receivables	2	2

On 15 January 2025, Nurminen Logistics Plc announced the transfer notification of RailCAp Oy, controlled by President and CEO Olli Pohjanvirta,

concerning 200,000 shares, and on 31 January 2025, the transfer notification of JN Uljas Oy, controlled by Board member Juha Nurminen, con-

cerning 1,000,000 shares.

On 27 June 2022, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chair of the Board of

Directors, subscribed for 27,829 shares, Olli Pohjanvirta, member of the Board subscribed for 18,553 shares, Karri Koskela, member of the Board

for 18,553 shares and Erja Sankari, member of the Board for 18,553 shares.

On 29 July 2025, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Per Sandberg, member of the Board

of Directors, subscribed for 18,553 shares.

EUR 1,000	2025	2024
CEO, the members of the Board and the Management Team
Salaries and other short-term employee benefits	1,568	2,172
Statutory pension payments	276	428
Share-based payments	110	90
Total	1,954	2,690

EUR 1,000	2025	2024
Salaries and fees
President and CEO
Olli Pohjanvirta	547	863
Members of the Board
Juha Nurminen	26	38
Olli Pohjanvirta	45	38
Irmeli Rytkönen	82	77
Erja Sankari	52	43
Karri Koskela	55	46
Total	807	1,105

Members of the Board and the President and CEO owned 6.4% of company shares on 31 December 2025 either directly or indirectly through

companies under their control.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 51

31. ACQUISITIONS AND DIVESTED BUSINESSES

There were no acquisitions or divestments during the financial year 2025.

During the comparison period in 2024, Nurminen Logistics Plc acquired the entire share capital of the Swedish railway logistics company Essinge

Rail AB through the transaction completed on 13 December 2024. The acquisition is part of Nurminen Logistics’ international growth strategy, which

focuses on customer-oriented rail transport. Essinge Rail AB is a logistics company specialising in international railway logistics that transports

approximately 4,500 freight wagons from Central Europe to the Nordic countries each year. In addition, the company has its own railway terminal

in Fröv, a railway hub in Sweden.

In addition, Nurminen Logistics Services Oy acquired ILP-Group Logistics Oy, which operates in Vantaa and Espoo, on 30 October 2024. ILP-

Group Logistics has been operating in the logistics sector since 1994 and specialises in comprehensive warehousing services, maritime, air and

road transport as well as forwarding. The acquisition of ILP-Group Logistics resulted in an income of EUR 40 thousand as a difference in the

purchase price and the fair values of the acquired company, recognised in other operating income. ILP-Group Logistics Oy merged into Nurminen

Logistics Services Oy in November 2025.

According to final calculations, the consideration for the acquisition, the net assets acquired and the goodwill were as follows.

	Essinge	ILP-Group
EUR 1,000	Rail AB	Logistics Oy
Consideration paid in cash for the acquisition	4,489	0
Shares issued	2,274
Purchase price debt	2,986
Contingent consideration	5,122
Total consideration	14,871	0
Customer relationships	3,756
Other intangible fixed assets		94
Property, plant and equipment	1,494	137
Right-of-use assets	119
Non-current receivables	49
Trade and other receivables	3,385	424
Deferred tax assets	936
Cash in hand and at bank	2,635
Deferred tax liabilities	-766
Loans from financial institutions		-280
Lease liabilities	-119
Trade payables and other current liabilities	-2,288	-334
Deferred tax liabilities	-1,155
Acquired net assets	8,047	40
Difference, gain from the bargain purchase		-40
Difference, goodwill	6,824
Consideration for acquisition - cash flows:
Cash consideration paid during the financial year 2024	-4,489	0
Less:
Cash in hand and at bank on the balance sheet at the time of acquisition	2,635
Net cash flows, investment during the financial year	-1,853	0

According to the preliminary calculation, goodwill of EUR 6,425 thousand was recognised in the 2024 financial statements for the acquisition of

Essinge Rail AB. The preliminary calculations were adjusted within 12 months of the acquisition date. As a result of the adjustments, goodwill

increased by EUR 399 thousand.

The balance sheet on 31 December 2024 included EUR 3.0 million of current purchase price debt for the acquisition of Essinge Rail AB. The

debt was paid during the financial year 2025. In addition, contingent consideration of EUR 2.6 million was paid in the financial year 2025.

On 31 December 2025, the company had a contingent consideration of EUR 3.1 million related to the acquisition of Essinge Rail AB. The con-

tingent consideration is dependent on the EBITDA in accordance with the adopted financial statements of the acquired company for the financial

year ended 31 December 2025. The contingent consideration is recognised in the balance sheet at the probable amount and measured at the fair

value at the time of acquisition. The item is presented in current financial liabilities. The details of the business combination are presented in Note

30 to the consolidated financial statements for the financial year ended 31 December 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 52

32. LEGAL PROCEEDINGS

The company has no pending legal proceedings.

33. EVENTS AFTER THE BALANCE SHEET DATE

No significant events occurred after the review period.

DISTRIBUTION OF OWNERSHIP

NURMINEN LOGISTICS I ANNUAL REPORT 2025 53

Distribution of ownership 31 December 2025

Number of

shareholders

% of

shareholders

Number of

Pcs

% of total shares

and votes

1–100 1,999 30.46% 83,551 0.10%

101–1,000 2,581 39.33% 1,252,677 1.55%

1,001–10,000 1,734 26.42% 5,517,448 6.84%

10,001–100,000 212 3.23% 5,944,774 7.37%

100,001–1,000,000 24 0.37% 8,101,955 10.04%

over 1,000,000 13 0.19% 59,794,806 74.10%

Total 6,563 100.0% 80,695,211 100.00%

of which nominee registered 7 0.11% 8,426,626 10.44%

Largest shareholders 31 December 2025

Number of shares

Pcs

% of total shares

and votes

Suka Invest Oy 12,108,419 15.01

Ilmarinen Mutual Pension Insurance Company 11,655,795 14.44

Nurminen Juha Matti 7,016,049 8.69

K. Hartwall Invest Oy Ab 5,967,585 7.40

Avant Tecno Oy 4,139,375 5.13

Railcap Ltd 2,710,574 3.36

Verman Holding Oy 2,524,297 3.13

Relander Pär-Gustaf 1,757,686 2.18

Pohjanvirta Olli 1,337,728 1.66

Jocer Oy Ab 1,176,132 1.46

Cyberdyne Invest Oy 1,075,920 1.33

JN Uljas Oy

Anmiil Oy

VGK Invest Oy

Vertanen Janne Olavi

Nurminen Juha Matti

Nurminen Mikko Johannes

4Capes Oy

Fägernäs Invest Oy

H. G. Paloheimo

Other 6,543 shareholders

843,083

817,307

648,000

631,075

619,546

555,581

400,000

340,000

316,804

24,054,255

1.04

1.01

0.80

0.78

0.77

0.69

0.50

0.42

0.39

29.81

Total 80,695,211 100.00

Shareholders by type 31 December 2025

Number of shares

Pcs % of total shares

Private companies 32,112,492 39.79%

Financial and insurance institutions 10,466,396 12.97%

Public sector organisations 11,655,795 14.44%

Households 24,802,188 30.74%

Foreign 1,455,864 1.80%

Non-profit organisations 202,476 0.25%

Total 80,695,211 100,00%

of which nominee registered 8,426,626 10.44%

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 54

Parent Company’s Income Statement

EUR 1,000 Note 2025 2024

NET SALES 1 2,687 2,306

Other operating income 2 3,557 3,478

Personnel expenses 3 -2,360 -2,060

Depreciation, amortisation and impairment losses 4 -568 -345

Other operating expenses 5 -6,538 -6,084

OPERATING RESULT -3,222 -2,706

Financial income and expenses 6 5,716 9,167

RESULT BEFORE APPROPRIATIONS AND TAXES 2,494 6,460

Income taxes 7 0 -645

RESULT FOR THE PERIOD 2,494 5,816

Parent Company’s Balance Sheet

EUR 1,000 Note 2025 2024

ASSETS

Non-current assets

Intangible assets 1 531 1,055

Tangible assets 1 67 69

Investments 2 54,416 54,188

Total non-current assets 55,014 55,312

Current assets

Non-current receivables 3.5 1,724 1,459

Current receivables 3 9,260 8,354

Cash in hand and at bank 1,280 908

Total current assets 12,264 10,720

TOTAL ASSETS 67,278 66,032

EQUITY AND LIABILITIES

Equity

Share capital 4 4,215 4,215

Share premium reserve 4 86 86

Other reserves

Legal reserve 4 2,374 2,374

Reserve for invested unrestricted equity 4 31,584 34,001

Retained earnings/loss 4 -655 –6,471

Profit (loss) for the period 4 2,494 5,816

Total equity 40,098 40,020

Liabilities

Non-current liabilities

Non-current liabilities 6 7,506 11,455

Current liabilities

Current liabilities 7 19,674 14,557

Total liabilities 27,181 26,012

TOTAL EQUITY AND LIABILITIES 67,278 66,032

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 55

Parent Company’s Cash Flow Statement

EUR 1,000 Note 2025 2024

Cash flow from operating activities

PROFIT/LOSS FOR THE FINANCIAL PERIOD 2,494 5,816

Adjustments:

Depreciation, amortisation and impairment losses 4 293 345

Financial income (-) and expenses (+) 6 -5,716 -9,121

Income taxes 7 0 645

Other adjustments 158 99

Cash flow before changes in working capital -2,771 -2,217

Changes in working capital:

Increase (-) / decrease (+) in non-interest bearing current receivables -862 -2,975

Increase (+) / decrease (-) in non-interest bearing current payables 6,240 602

Net cash from operating activities before financial items and taxes 2,607 -4,591

Interest paid -824 -1,247

Dividends received from business 6,844 7,202

Interest received 402 870

Other financial items -260 -297

Cash flow from operating activities 8,769 1,937

Cash flow from investing activities

Purchases of property, plant and equipment and intangible assets 175 -342

Acquisition of subsidiaries -5,764 -4,534

Divestment of subsidiaries 0 11,408

Other investments 0 1,158

Loans granted to Group companies -310 -1,140

Repayments of Group loans 0 650

Cash flow from investing activities -5,899 7,200

Cash flow from financing activities

Proceeds from and repayment of non-current borrowings 3,000 6,000

Proceeds from and repayment of current borrowings -3,081 -9,932

Repayment of equity -2,417 -4,691

Cash flow from financing activities -2,498 -8,623

Change in cash and cash equivalents 372 514

Cash and cash equivalents at the beginning of the year 908 393

Net increase/decrease in cash and cash equivalents 372 514

Cash and cash equivalents at the end of the period 1,280 908

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 56

Accounting principles for the parent

company’s financial statements

The financial statements of Nurminen Logistic Plc are prepared in

accordance with Finnish Accounting Standards (FAS).

Measurement of non-current assets

Items of property, plant and equipment and intangible assets are carried

at cost less the planned depreciation and amortisation. They are depre-

ciated or amortised over their estimated useful lives,

which are the following:

Intangible assets 3–5 years

Machinery and equipment 3–10 years

Other capitalised long-term expenditure 5–10 years

Goodwill 5–10 years

The company’s subsidiary shares and other shares in the investments

in non-current assets are valued at acquisition cost or, if lower, at fair

value. The fair value that are used as the basis for the valuation of

subsidiary shares is based on management’s valuation calculations of

future cash flows of subsidiaries.

Measurement of receivables

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

value.

Derivatives

The company uses currency derivatives to hedge against currency risks

arising from items denominated in foreign currencies on its balance

sheet. Significant future cash flows denominated in foreign currencies

are hedged through forward contracts. Forward currency contracts are

valued on a prudent basis.

Recognition of deferred taxes

The company recognises deferred taxes in the financial statements,

and they are calculated for the temporary differences between taxation

and the financial statements byusing the tax rate established at the

balance sheet date for the following years. The balance sheet includes

the tax receivable for confirmed losses recognised on a prudent basis

(75% of confirmed losses). Confirmed losses for 2016 and 2020–2025

have not been taken into account in the calculation.

Pensions

Pension costs are presented in accordance with national legislation in

each country. The pension security of the Finnish personnel has been

arranged through external pension insurance companies.

Foreign currency items

Foreign currency receivables and liabilities are translated into euro at

the closing rate at the balance sheet date.

Related party transactions

During the financial year, the company invoiced rents to RailCap Oy

worth EUR 1,389.78 (the company is controlled by the President and

CEO). On the balance sheet date, there are outstanding receivables

from RailCap Oy amounting to EUR 1,723.33 (the company is con-

trolled by the President and CEO).

Leases

Lease payments are accounted for as rental costs. Lease payments

due in the future years under the agreements are presented under

contingencies and commitments.

Number of shares and directed issues

The company conducted two share issues during the financial year. The

amount of shares is 80,695,211 after these transactions as at balance

sheet date 31 December 2025.

Number of shares

31 December 2024 78,213,164

Directed free share issue registered

on 9 January 2025

2,339,756

Directed free share issue in April 2025 40,250

Directed free share issue in May 2025 102,041

31 December 2025 80,695,211

On 13 December 2024, the company carried out a directed share issue

of 2,339,756 new company shares to the sellers of Essinge Rail AB as

part of the payment of the purchase price. The new shares were regis-

tered in the Finnish Trade Register on 9 January 2025.

The company’s shares have no nominal value. The maximum share

capital of the company is EUR 4,215 thousand.

On 31 December 2025, the company did not hold any of its own

shares.

Notes to the Parent Company’s Financial Statements

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 57

Notes to the Parent Company’s Income Statement

EUR 1,000 2025 2024

1. NET SALES

Sale of services 2,687 2,306

Total 2,687 2,306

2. OTHER OPERATING INCOME

Rental income 3,433 3,354

Others 123 123

Total 3,557 3,478

3. DISCLOSURES FOR PERSONNEL AND MEMBERS OF COMPANY ORGANS

Personnel expenses

Salaries and fees -2,001 -1,763

Pension expenses and pension contributions -312 -270

Other social security costs -47 -27

Total -2,360 -2,060

4. DEPRECIATION, AMORTISATION AND IMPAIRMENT LOSSES

Depreciation and amortisation according to plan

Intangible rights -5 -5

Buildings and structures -1 -1

Other capitalised long-term expenditure -561 -338

Impairment losses

Total -567 -345

5. OTHER OPERATING EXPENSES

Other operating expenses -6,538 -6,084

Total -6,538 -6,084

Auditor fees

Audit fees -189 -195

Other fees paid to auditors -32 -19

Total -221 -214

6. FINANCIAL INCOME AND EXPENSES

Dividend income

Dividend income from Group companies 6,844 7,202

Total 6,844 7,202

Interest and other financial income

Capital gain from non-current investments 0 2,776

Interest income from Group companies 401 678

Interest and other financial income from others 1 0

Total 402 3,454

Interest and other financial expenses

Impairment losses from non-current investments -158 -46

Interest expenses to Group companies -22 -71

Interest and other financial expenses to others -1,351 -1,372

Total -1,531 -1,489

Financial income and expenses total 5,716 9,167

7. INCOME TAXES AND DEFERRED TAXES

Losses of parent company from previous financial years 11,069 12,991

Confirmed losses will expire in 2025–2033

Deferred tax assets on losses from previous financial years 584 584

Change in deferred tax liabilities 0 -645

During the financial year, confirmed losses of EUR 1,767,896.91 expired.

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 58

Notes to the Parent Company’s Balance Sheet

EUR 1,000 2025 2024

1. PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Intangible rights:

Cost at 1 January 176 176

Cost at 31 December 176 176

Accumulated planned amortisation at 1 Jan -162 -157

Depreciation for the period -5 -5

Accumulated planned amortisation at 31 Dec -167 -162

Carrying amount at 31 Dec 8 14

Other capitalised long-term expenditure

Cost at 1 January 3,450 3,390

Additions 342 60

Cost at 31 December 3,792 3,450

Accumulated planned amortisation at 1 Jan -2,984 -2,646

Depreciation for the period -286 -338

Accumulated planned amortisation at 31 Dec -3,270 -2,984

Carrying amount at 31 Dec 522 466

Prepayments and acquisitions in progress

Cost at 1 January 575 363

Additions 42 272

Disposals and transfers between asset categories -617 -60

Cost at 31 December 0 575

Carrying amount at 31 Dec 0 575

Land area

Cost at 1 January 22 22

Carrying amount at 31 Dec 22 22

Buildings and structures

Cost at 1 January 42 42

Cost at 31 December 42 42

Accumulated planned amortisation at 1 Jan -2 -1

Depreciation for the period -1 -1

Accumulated planned amortisation at 31 Dec -3 -2

Carrying amount at 31 Dec 38 40

Other tangible assets

Cost at 1 January 9 9

Cost at 31 December 9 9

Accumulated planned amortisation at 1 Jan -1 -1

Accumulated planned amortisation at 31 Dec -1 -1

Carrying amount at 31 Dec 8 8

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 59

EUR 1,000 2025 2024

2. INVESTMENTS

Holdings in Group companies

Cost at 1 January 19,978 13,933

Additions 386 14,889

Disposals 0 -8,843

Carrying amount at 31 Dec 20,364 19,978

Investments in reserve for invested unrestricted equity of Group companies

Cost at 1 January 34,031 34,031

Carrying amount at 31 Dec 34,031 34,031

Holdings in associates

Cost at 1 January 158 204

Impairment of shares -158 -46

Carrying amount at 31 Dec 0 158

Other shares and holdings

Cost at 1 January 21 973

Additions 0 400

Disposals 0 -1,352

Carrying amount at 31 Dec 21 21

Total 54,416 54,188

Registered office Ownership (%)

Subsidiaries

Nurminen Logistics Services Oy Finland 100.0

Kiinteistö Oy Kotkan Siikasaarentie 78 Finland 100.0

Kiinteistö Oy Luumäen Suoanttilantie 101 Finland 100.0

Kiinteistö Oy Vainikkalan Huolintatie 13 Finland 100.0

Essinge Rail AB Sweden 100.0

Nurminen Maritime Latvia SIA Latvia 51.0

Nurminen Maritime UAB Lithuania 51.0

North Rail Holding Oy Finland 79.8

Associates and joint ventures

Pelkolan Terminaali Oy Finland 20.0

The dissolution process of Nurminen Logistics’ subsidiary OOO Nurminen Logistics was completed during the financial year 2025. The company

has not had any business since 2022.

EUR 1,000 2025 2024

3. RECEIVABLES

Non-current

Loan receivables from Group companies 1,140 1,140

Deferred tax assets 584 319

Total 1,459 1,459

Current

Current receivables from Group companies 3,905 3,178

Trade receivables 5,181 4,784

Deferred tax assets 0 265

Other receivables 96 35

Total 9,181 8,262

Prepayments and accrued income

Prepaid expenses 65 61

Other receivables 14 31

Total 79 92

Total current receivables 9,260 8,354

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 60

EUR 1,000 2025 2024

4. EQUITY

Share capital total 4,215 4,215

Share premium reserve 86 86

Legal reserve 2,374 2,374

Restricted shareholders’ equity total 6,675 6,675

Reserve for invested unrestricted equity 1 Jan. 34,001 36,449

Share issue 0 2,243

Repayment of equity -2,417 -4,691

Reserve for invested unrestricted equity 31 Dec. 31,584 34,001

Retained earnings -655 -6,471

Profit/loss for the financial period 2,494 5,816

Total unrestricted equity 33,423 33,346

Total equity 40,098 40,020

Distributable funds

Reserve for invested unrestricted equity 31,584 34,001

Retained earnings -655 -6,471

Profit/loss for the financial period 2,494 5,816

Total 33,423 33,346

6. NON-CURRENT LIABILITIES

Loans from financial institutions 7,506 8,338

Other liabilities 0 3,117

Total 7,506 11,455

Total non-current liabilities 7,506 11,455

EUR 1,000 2025 2024

7. CURRENT LIABILITIES

Current liabilities to Group companies

Trade payables 537 171

Other liabilities 10,524 4,801

Accrued expenses 90 77

Total 11,151 5,050

Current liabilities to others

Interest-bearing liabilities

Loans from financial institutions 3,831 3,081

Other liabilities 0 3,001

Total 3,831 6,082

Non-interest bearing liabilities

Trade payables 361 367

Other liabilities 3,229 2,088

Accrued expenses

Employee benefit expense accruals 806 568

Interest accruals 102 127

Others 193 275

Total 4,692 3,425

Total current liabilities 19,674 14,557

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 61

Other Notes of the Parent Company

EUR 1,000 2025 2024

Liabilities and contingent liabilities secured by corporate mortgages and pledges

Loans from financial institutions 11,338 11,419

Customs duties and other guarantees 7,434 4,229

The company took out a EUR 4.0 million pension loan from Ilmarinen during the financial year 2023. The loan principal as at 31 December

2025 is EUR 2,222 thousand.

The company took out a working capital loan of EUR 3.0 million from Finnvera during the financial year 2023. The loan principal as at 31

December 2025 is EUR 1,615 thousand.

The company took out a EUR 6.0 million loan with a fixed amortisation schedule from Danske Bank A/S, Finland Branch during the comparison

financial period. The loan principal as at 31 December 2025 is EUR 4,500 thousand. The following covenants have been agreed in the loan

agreement: the ratio of the Group’s interest-bearing net liabilities to EBITDA must be no more than 3.5 at the end of each review period. Interest-

bearing net liabilities refer to the total amount of financial and lease liabilities recognised on the Group’s balance sheet less cash and cash

equivalents. The review period is a six-month period ending on 30 June and 31 December. In addition, the Group’s equity ratio must remain

above 35%. Equity ratio is calculated on the basis of the ratio of equity to the consolidated balance sheet total less advances received. The

covenants have been fulfilled.

The company took out a EUR 3.0 million loan with a fixed amortisation schedule from Danske Bank A/S, Finland Branch during the financial

period. The loan principal as at 31 December 2025 is EUR 3,000 thousand.

During the comparison period, the company repaid Ilmarinen’s Senior loan (30 September 2024). The loan principal in the financial statements

on 31 December 2023 was EUR 5,353 thousand. In September 2024, the company repaid the EUR 3.5 million loan with a fixed amortisation

schedule taken out from Oma Säästöpankki Oyj in 2021 and the loan of EUR 0.5 million taken out in 2023. The total principal of the loans on 31

December 2023 was EUR 2,000 thousand. During the comparison period 2024, the company also took out a new EUR 3.5 million loan with a

fixed amortisation schedule from Oma Säästöpankki Oyj. The loan was repaid in September 2024.

1,000 EUR 2025 2024

Interest-bearing accounts for which business mortgages have been given

and subsidiary shares pledged

Credit limit 3,000 3,000

Unused credit 3,000 3,000

The credit account is the company’s internal limit that can be distributed to its subsidiaries as

desired.The Group account limit is valid until further notice and can be terminated with imme-

diate effect.

Guarantees given on behalf of companies belonging to the same Group

Book value of pledged subsidiary shares 50,198 50,073

Mortgages given on own behalf

Company mortgages 15,500 15,500

Real estate mortgages 420 420

Rent liabilities

Payable in next year 2,938 2,938

Payable later 7,834 10,771

Amounts payable under leases

Payable in next year 116 144

Payable later 79 146

Derivative contracts

The parent company’s forward currency contracts are valued on a prudent basis. The market value of the forward currency contracts as at the

balance sheet date is EUR 5,902.19 and the nominal value SEK 30,000,000. The maturity is 7 months.

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 62

The Parent Company’s Notes Concerning Personnel and Company

Organs

2025 2024

Number of personnel

Personnel, average 12 11

Personnel, at year-end 14 12

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

Members of the Board of Directors and Managing Director 1,535 1,105

Defined benefit pension benefits

The company has additional pension agreements based on a previous acquisition. The additional pension benefits concern former employees,

none of whom is a member of the Management Team. The average duration of the defined benefit obligation was 6 years at the end of the reporting

period. The amount of the liability as at 31 December 2025 is EUR 41,470.00.

Legal proceedings

The company has no pending legal proceedings.

PARENT COMPANY FINANCIAL STATEMENTS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 63

Key figures for the parent company

KEY FIGURES FOR BUSINESS

2023 2024 2025

Net sales, EUR 1,000 1,997 2,306 2,687

Operating result (EBIT) EUR 1,000 -2,656 -2,706 -3,222

Adjusted operating result, (EBIT)

EUR 1,000

% of net sales -133.0% -117.4% -119.9%

Adjusted % of net sales

Result for the financial year, EUR

1,000

-959 5,816 2,494

Adjusted result for the financial year,

EUR 1,000**

-846 6,460

% of net sales -48.0% 252.3% 92.8%

Adjusted % of net sales** -42.3% 280.2%

Return on equity (ROE), % -2.6% 15.2% 6.2%

Return on investment (ROI), % 1.1% 14.2% 6.6%

Adjusted return on investment (ROI), %

Equity ratio, % 62.1% 60.6% 59.6%

Gearing, % 40.8% 33.8% 25.1%

Wages and salaries paid, EUR 1,000 1,968 1,763 2,001

Adjusted wages and salaries paid, EUR 1,000

Average number of employees 12 11 12

** The adjusted key figure takes into account the change in deferred tax assets for the financial years 2023 and 2024.

SIGNATURES ON THE FINANCIAL STATEMENTS AND REPORT OF BOARD OF DIRECTORS

NURMINEN LOGISTICS I ANNUAL REPORT 2025 64

Board of Directors’ proposal for profit distribution

On 31 December 2025, the parent company’s distributable equity is EUR 33,423,109.34, of which the profit for the period amounted to

EUR 2,493,769.32.

The Board of Directors proposes to the Annual General Meeting repayment of equity from the reserve for invested unrestricted equity, at most EUR

0.03 per each outstanding share. In addition, the Board of Directors proposes that the Annual General Meeting authorise the Board of Directors

to decide on the date of payment and the final amount of the capital repayment. The remaining distributable assets will be retained in unrestricted

equity.

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

Helsinki, 11 March 2026

Irmeli Rytkönen Olli Pohjanvirta

Chair of the Board of Directors President and CEO

Juha Nurminen Erja Sankari

Karri Koskela

Auditor’s note

Auditor’s report has been issued today.

Helsinki, 11 March 2026

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

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

Board’s report on operations and financial statements and auditor’s note

AUDITOR'S REPORT

NURMINEN LOGISTICS I ANNUAL REPORT 2025 65

To the Annual General Meeting of Nurminen Logistics Plc

Audit of financial statements

Opinion

We have audited the financial statements of Nurminen Logistics Plc

(business identity code 0109707-8) for the year ended 31 December,

2025. The financial statements comprise the consolidated balance

sheet, income statement, statement of comprehensive income, state-

ment of changes in equity, statement of cash flows and notes, including

material accounting policy information, as well as the parent company’s

balance sheet, income statement, statement of cash flows and notes.

In our opinion

•

the consolidated financial statements give a true and fair view of the

group’s financial position, financial performance and cash flows in

accordance with IFRS Accounting Standards as adopted by the EU.

•

the financial statements give a true and fair view of the parent com-

pany’s financial performance and financial position in accordance

with the laws and regulations governing the preparation of financial

statements in Finland and comply with statutory requirements.

Our opinion is consistent with the additional report submitted to the

Audit Committee.

Basis for opinion

We conducted our audit in accordance with good auditing practice in

Finland. Our responsibilities under good auditing practice are further

described in the Auditor’s Responsibilities for the Audit of the Financial

Statements section of our report.

We are independent of the parent company and of the group com-

panies in accordance with the ethical requirements that are applicable

in Finland and are relevant to our audit, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

Auditor’s report

In our best knowledge and understanding, the non-audit services

that we have provided to the parent company and group companies are

in compliance with laws and regulations applicable in Finland regard-

ing these services, and we have not provided any prohibited non-audit

services referred to in Article 5(1) of regulation (EU) 537/2014. The

non-audit services that we have provided have been disclosed in note

4 to the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,

were of most significance in our audit of the financial statements of the

current period. These matters were addressed in the context of our

audit of the financial statements as a whole, and in forming our opinion

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

We have fulfilled the responsibilities described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of

our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our

assessment of the risks of material misstatement of the financial state-

ments. The results of our audit procedures, including the procedures

performed to address the matters below, provide the basis for our audit

opinion on the accompanying financial statements.

We have also addressed the risk of management override of internal

controls. This includes consideration of whether there was evidence

of management bias that represented a risk of material misstatement

due to fraud.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of Goodwill

Refer to accounting principles for the consolidated

financial statements and note 15.

The value of goodwill at the date of the financial statements

31.12.2025 amounted to 8.2 million euro representing 8% of total

assets and 19% of equity (2024: 7.4 million euro representing 7% of

total assets and 18% of equity).

Valuation of goodwill was a key audit matter because the assess-

ment process is complex and is based on numerous judgmental

estimates and because the amount of goodwill is significant to the

financial statements.

Valuation of goodwill is based on management’s estimate about

the value in use calculations of the cash generating units. There are

a number of underlying assumptions used to determine the value

in use, including development of revenue and profitability and the

discount rate applied on cash flows.

Estimated value in use of the cash generating units may vary sig-

nificantly when the underlying assumptions are changed. Changes in

abovementioned individual assumptions may result in an impairment

of goodwill.

Valuation of goodwill is also a significant risk of material misstate-

ment as defined by EU Regulation No 537/2014, point (c) of Article

10(2).

Our audit procedures to address the risk of material misstatement

in respect of valuation of goodwill included among others:

• Involvement of EY valuation specialists to assist us in

evaluating methodologies, impairment calculations and

underlying assumptions applied by the management in

impairment testing.

• Testing of the mathematical accuracy of the impairment

calculations.

• Comparing the key assumptions applied by management in

impairment tests to approved strategic plans and forecasts,

information available in external sources and our independently

calculated industry averages such as weighted average cost of

capital used in discounting the cashflows. In addition, we

compared the outcome of the impairment test with Nurminen

Logistics’ market capitalization.

• Assessment of the Group’s disclosures in respect of impair-

ment testing.

AUDITOR'S REPORT

NURMINEN LOGISTICS I ANNUAL REPORT 2025 66

Key Audit Matter How our audit addressed the Key Audit Matter

Revenue Recognition

Refer to the accounting principles for the consolidated financial

statements in the note 1 of the consolidated financial statements,

revenue and revenue recognition in the note 2 of the consolidated

financial statements and trade and other receivables in the note 19

of the consolidated financial statements.

Revenue recognition is considered as a key audit matter because

revenues are a key financial performance measure which could

create an incentive for revenues to be recognized prematurely.

Relevant areas from the net sales perspective are accuracy of the

recognized amounts and timing of revenue recognition.

Revenue recognition was determined to be a key audit matter and

a significant risk of material misstatement referred to in EU Regula-

tion No 537/2014, point (c) of Article 10 (2). due to the identified risk

of material misstatement in timely revenue recognition.

Our audit procedures to address the risk of material misstatement

included

• the analysis of the revenue recognition accounting policies and

•

comparison of revenue transactions to the supporting documen-

tation in order to assess whether the requirements for the reve-

nue recognition have been met.

In addition, we requested external trade receivable confirmations,

tested general ledger journal entries on a sample basis as well as

performed analytical procedures in order to identify abnormal entries.

We also assessed the sufficiency of the revenue recognition dis-

closures in respect of the IFRS 15 standard.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of subsidiary investments

Refer to the accounting principles of the parent company and to

the note 2 of the balance sheet of the parent company.

Valuation of subsidiary investments is considered as a key audit

matter because of the judgment involved in the valuation process

and because the subsidiary investments are significant to the parent

company balance sheet. The carrying value of subsidiary invest-

ments as of the balance sheet date 31 December 2025 amounted

to 54.4 million euros. These investments represented some 81% of

the total assets and some 136% of the total equity.

Valuation of subsidiary investment requires management to make

an assessment whether

• there are indicators that the investments are permanently

impaired, and

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

We involved EY valuation specialists to assist us in evaluating the

methodologies, calculations and assumptions applied by the

management in the valuation of parent company’s subsidiary

investments.

The assumptions applied by the management were compared to

• approved budgets and long-term forecasts by the management,

• information available in external sources, as well as

•

our independently calculated industry averages such as weighted

average cost of capital used in discounting the cashflows.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of deferred tax assets

Refer to accounting principles for the consolidated financial

statements and note 18.

As of balance sheet date 31 December 2025, the group had deferred

tax assets arising from the unused tax losses carry forward amount-

ing to 3.8 million euro.

The amount of deferred tax asset is material to financial state-

ments. Management assessment related to the recognition of

deferred tax assets and the likelihood of future income includes

judgements relating to assumptions affected by future market and

economic developments. Due to the accounting estimates described

above, which involve uncertainty, valuation of deferred tax assets

was determined to be a key audit matter.

When auditing deferred tax assets we evaluated com-

pany’s evidence that there will be future taxable income

available to utilize the deferred tax assets.

As part of our audit procedures we

• assessed the key assumptions in the calculations prepared by

the management focusing on forecasted future economic devel-

opment and the company’s ability to generate taxable income.

• tested deferred tax assets including the assessment of recog-

nizing judgmental tax

• positions. We reviewed the communication with tax authorities.

• assessed disclosures related to deferred taxes.

AUDITOR'S REPORT

NURMINEN LOGISTICS I ANNUAL REPORT 2025 67

Responsibilities of the Board of Directors and

the Managing Director for the Financial

Statements

The Board of Directors and the Managing Director are responsible for

the preparation of consolidated financial statements that give a true and

fair view in accordance with IFRS Accounting Standards as adopted

by the EU, and of financial statements that give a true and fair view in

accordance with the laws and regulations governing the preparation of

financial statements in Finland and comply with statutory requirements.

The Board of Directors and the Managing Director are also responsible

for such internal control as they determine is necessary to enable the

preparation of financial statements that are free from material misstate-

ment, whether due to fraud or error.

In preparing the financial statements, the Board of Directors and the

Managing Director are responsible for assessing the parent compa-

ny’s and the group’s ability to continue as going concern, disclosing,

as applicable, matters relating to going concern and using the going

concern basis of accounting. The financial statements are prepared

using the going concern basis of accounting unless there is an intention

to liquidate the parent company or the group or cease operations, or

there is no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the

Financial Statements

Our objectives are to obtain reasonable assurance on whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assur-

ance, but is not a guarantee that an audit conducted in accordance with

good auditing practice will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are consid-

ered material if, individually or in aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the

basis of the financial statements.

As part of an audit in accordance with good auditing practice, we

exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement of the finan-

cial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evi-

dence 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, misrepresenta-

tions, 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 cir-

cumstances, but not for the purpose of expressing an opinion on

the effectiveness of the parent company’s or the group’s internal

control.

• Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of the Board of Directors’ and

the Managing Director’s use of the going concern basis of account-

ing and based on the audit evidence obtained, whether a material

uncertainty exists related to events or conditions that may cast sig-

nificant doubt on the parent company’s or the group’s ability to con-

tinue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to

the related disclosures in the financial statements or, if such disclo-

sures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the parent

company or the group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the finan-

cial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events so

that the financial statements give a true and fair view.

• 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 group financial statements. We are responsible for the direction,

supervision and review of the audit work performed for purposes of

the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal

control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with gover-

nance, we determine those matters that were of most significance in

the audit of the financial statements of the current period and are there-

fore 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.

Other reporting responsibilities

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on

12 April 2016, and our appointment represents a total period of uninter-

rupted engagement of ten (10) years.

Other information

The Board of Directors and the Managing Director are responsible for

the other information. The other information comprises the report of the

Board of Directors and the information included in the Annual Report,

but does not include the financial statements and our auditor’s report

thereon. We have obtained the report of the Board of Directors prior to

the date of this auditor’s report, and the Annual Report is expected to

be made available to us after that date.

Our opinion on the financial statements does not cover the other

information.

In connection with our audit of the financial statements, our respon-

sibility is to read the other information identified above and, in doing so,

consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit, or oth-

erwise appears to be materially misstated. With respect to report of the

Board of Directors, our responsibility also includes considering whether

the report of the Board of Directors has been prepared in compliance

with the applicable provisions.

In our opinion, the information in the report of the Board of Directors

is consistent with the information in the financial statements and the

report of the Board of Directors has been prepared in compliance with

the applicable provisions.

If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude

that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Helsinki, 11 March 2026

Ernst & Young Oy

Authorized Public Accountant Firm

Juha Hilmola

Authorized Public Accountant

AUDITOR'S REPORT

NURMINEN LOGISTICS I ANNUAL REPORT 2025 68

To the Board of Directors of Nurminen

Logistics Plc

We have performed a reasonable assurance engagement on the finan-

cial statements 743700O69NCHTNEV0362-2025-12-31-1-fi.zip of Nur-

minen Logistics Plc (y-identifier: 0109707-8) that have been prepared in

accordance with the Commission’s regulatory technical standard for the

financial year ended 31.12.2025.

Responsibilities of the Board of Directors and the Managing

Director

The Board of Directors and the Managing Director are responsible for

the preparation of the company’s report of Board of Directors and finan-

cial statements (the ESEF financial statements) in such a way that they

comply with the requirements of the Commission’s regulatory technical

standard. This responsibility includes:

•

preparing the ESEF financial statements in XHTML format in accor-

dance with Article 3 of the Commission’s regulatory technical stan-

dard

• tagging the primary financial statements, notes and company’s

identification data in the consolidated financial statements that

are included in the ESEF financial statements with iXBRL tags in

accordance with Article 4 of the Commission’s regulatory technical

standard and

• ensuring the consistency between the ESEF financial statements

and the audited financial statements.

The Board of Directors and the Managing Director are also respon-

sible for such internal control as they determine is necessary to enable

the preparation of ESEF financial statements in accordance the require-

ments of the Commission’s regulatory technical standard.

Auditor’s Independence and Quality Management

We are independent of the company in accordance with the ethical

requirements that are applicable in Finland and are relevant to the

engagement we have performed, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

The firm applies International Standard on Quality Management

(ISQM) 1, which requires the firm to design, implement and operate a

system of quality management including policies or procedures regard-

ing compliance with ethical requirements, professional standards and

applicable legal and regulatory requirements.

Auditor’s responsibilities

Our responsibility is to, in accordance with Chapter 7, Section 8 of the

Securities Markets Act, provide assurance on the financial statements

that have been prepared in accordance with the Commission’s techni-

cal regulatory standard. We express an opinion on whether the con-

solidated financial statements that are included in the ESEF financial

statements have been tagged, in all material respects, in accordance

with the requirements of Article 4 of the Commission’s regulatory tech-

nical standard.

Our responsibility is to indicate in our opinion to what extent the

assurance has been provided. We conducted a reasonable assurance

engagement in accordance with International Standard on Assurance

Engagements (ISAE) 3000.

Independent Auditor’s Report on the ESEF Consolidated Financial

Statements of Nurminen Logistics Plc

The engagement includes procedures to obtain evidence on:

• whether the primary financial statements in the consolidated finan-

cial statements that are included in the ESEF financial statements

have been tagged, in all material respects, with iXBRL tags in

accordance with the requirements of Article 4 of the Commission’s

regulatory technical standard and

• whether the notes and company’s identification data in the consol-

idated financial statements that are included in the ESEF financial

statements have been tagged, in all material respects, with iXBRL

tags in accordance with the requirements of Article 4 of the Com-

mission’s regulatory technical standard and

• whether there is consistency between the ESEF financial state-

ments and the audited financial statements.

The nature, timing and extent of the selected procedures depend

on the auditor’s judgement. This includes an assessment of the risk of

material deviations due to fraud or error from the requirements of the

Commission’s technical regulatory standard.

We believe that the evidence we have obtained is sufficient and appro-

priate to provide a basis for our opinion.

Opinion

Our opinion pursuant to Chapter 7, Section 8 of the Securities Mar-

kets Act is that the primary financial statements, notes and compa-

ny’s identification data in the consolidated financial statements that are

included in the ESEF financial statements of Nurminen Logistics Plc

743700O69NCHTNEV0362-2025-12-31-1-fi.zip for the financial year

ended 31.12.2025 have been tagged, in all material respects, in accor-

dance with the requirements of the Commission’s regulatory technical

standard.

Our opinion on the audit of the consolidated financial statements of

Nurminen Logistics Plc for the financial year ended 31.12.2025 has

been expressed in our auditor’s report dated 11.3.2026. With this report

we do not express an opinion on the audit of the consolidated financial

statements nor express another assurance conclusion.

Helsinki, 11 March 2026

Ernst & Young Oy

Authorized Public Accountant Firm

Juha Hilmola

Authorized Public Accountant

Head office

Satamakaari 24

00980 Helsinki, Finland

Tel. +358 10 545 00

info@nurminenlogistics.com