NURMINEN LOGISTICS PLC'S FINANCIAL STATEMENT RELEASE 2010

- Net sales increased, profitability weakened as expenses increased


Nurminen Logistics Plc            Financial Statement Release 25 February 2011 9.00 a.m.

REVIEW PERIOD IN BRIEF

Review period 1 January - 31 December 2010

- Net sales were EUR 69.7 million (2009: EUR 62.5 million).

- Reported operating result was EUR -0.6 million (EUR 2.4 million).
- Operating margin was -0.9% (3.8%)

- Operating result excluding non-recurring items was EUR -1.2 million (EUR 0.4 million).

- EBT was EUR -1.1 million (EUR -0.4 million)

- Net result was EUR -2.0 million (EUR -0.7 million).

- Earnings per share: -0.22 Euros (-0.13 Euros).

Fourth quarter 1 October- 31 December 2010

- Net sales were EUR 18.6 million (EUR 16.2 million).

- Reported operating result was EUR -0.9 million (EUR 0.5 million)

- Operating margin was -4.6% (3.0%).

- Operating result excluding non-recurring items was EUR -0.1 million (EUR 0.1 million).

- EBT was EUR -0.9 million (EUR 0.5 million)

- Net result was EUR -0.8 million (EUR 0.5 million).

- Earnings per share: -0.08 Euros (0.01 Euros).

Outlook for 2011

The net sales of the company are expected to increase by approximately 10% in 2011 compared to 2010. The company's operating result is expected to be slightly better than in 2010.

Board of Directors' proposal for profit distribution

The Board of Directors proposes to the Annual General Meeting that no dividend shall be distributed for the financial year 2010.

MARKET SITUATION

Finnish foreign trade recovered during 2010. However, the stevedores' strike in March slowed down the upturn and affected cargo flows throughout the spring. Nurminen Logistics' most important market, trade between Finland and the CIS countries, started to grow only in the summer 2010 and as a result the company's market situation was more difficult than expected during the beginning of the year. Volume development was positive during the second half of the year, but profitability was burdened by the growth of the losses of the logistics centre in Vuosaari harbour.

Demand and volumes grew during the year both in rail transport and in special and heavy transport. The harbour logistics market remained challenging throughout the year.  Demand of the forest industry improved compared to 2009. The bottom of the demand of mechanical engineering industry was reached in the beginning of the year and the market situation improved in the end of the year.

Difficult price competition situation improved slightly towards the end of the year due to volume growth.

Nurminen Logistics maintained its position as the market leader in rail transport from Finland to CIS countries in 2010, but for example the export of paper by rail from Finland to CIS countries is still only 50% of the level of 2008 despite the market recovery.

Market situation is expected to develop positively in 2011. The outlook of the company's logistics centre in Vuosaari harbour is better than in 2010 due to new customer contracts.

NET SALES AND FINANCIAL PERFORMANCE 1 JANUARY– 31 DECEMBER 2010

The net sales for the financial period amounted to EUR 69.7 (2009: 62.5) million. Compared to 2009 the increase of the net sales was 11.5%. Reported operating result was EUR -618 (2,374) thousand. The decrease was 126%. Operating result includes non-recurring profits of EUR 533 (1,965) thousand. Therefore, comparative operating result was EUR -1,151 thousand and decreased 381% compared to 2009.

The non-recurring profit of the financial year was EUR 1,446 thousand.

It was a result of the company's decision to give up its purchase option and first refusal right to the logistics centre in Vuosaari as published on 18 June 2009. The company has a long-term lease agreement in Vuosaari. As compensation the company received a payment of EUR 3,500 thousand, of which EUR 2,024 thousand was recorded as other revenues during 2009. The remaining amount has been recorded for the review period. The original term of the purchase option was 19 November 2008 – 18 November 2010. The non-recurring expenses were result of the implementation of the personnel adjustments that were based on the co-determination negotiations and published on 21 October 2010 as well as of the dismissal of President and CEO's service contract published on 25 November 2010. In addition, the company suffered in the fourth quarter an exceptional non-recurring credit loss of EUR 484 thousand based on an individual assignment.

The growth of net sales is based on the recovery of demand especially during the latter part of the review period. Especially the rail transport export from Finland to CIS countries developed positively from summer onwards. Also the demand of mechanical engineering industry's clientele developed positively in all market segments. The development was weaker in the company's harbour logistics services. In Kotka and Hamina the transit volumes to CIS countries are still on a low level. In Vuosaari the volumes started to grow in the fourth quarter of the review period.

The decrease of operating result is mainly due to the increase of the personnel costs and the lease expenses of the Vuosaari logistics centre. The lease of the Vuosaari logistics centre increased according to the lease agreement by EUR 0.8 million compared to 2009. In the review period the operating loss of the Vuosaari logistics centre was EUR 3.4 million. In 2009 the company also executed temporary lay-offs that decreased the personnel costs of the period of comparison by EUR 1.5 million. Profitability is also burdened by partly intense price competition.

The appreciation of the Russian rouble during the review period increased the company's financial result by EUR 0.8 million.

Nurminen Logistics Plc has changed its organizational structure on 1 September 2010. In connection with this Nurminen Cargo and Nurminen Heavy business units and their Executive Boards have been dissolved. In the earlier financial reporting of the Group these dissolved business units formed basis to reporting operating segments. After the change of the organizational structure the chief operating decision maker of the Group does not review the Group on separate business unit basis. Due to this change Nurminen Logistics Plc shall in the future report one operating segment. The figures of the operating segment are equal to the Group’s figures.

NET SALES AND FINANCIAL PERFORMANCE 1 OCTOBER – 31 DECEMBER 2010

The 2010 fourth quarter net sales amounted to EUR 18.6 (2009: 16.2) million. The net sales increased by 14.5%. Reported operating result was EUR -851 thousand (481 thousand). Therefore operating result declined 277%. The operating result includes non-recurring items of EUR -769 thousand (2009: 375). Therefore the comparative operating result declined 176% compared to 2009.

Demand situation in the Finnish export to CIS countries and in mechanical engineering industry improved. On the contrary, the demand situation in the harbour logistics remained weak.

Profitability continued to be burdened by relatively weak volume situation, increased price competition and the low utilization rate in the Vuosaari logistics centre. Also the lease cost of the Vuosaari logistics centre was increased in accordance with the lease agreement. In addition, profitability was burdened by fixed personnel expenses that were higher than in the year before. During 2009 the personnel costs were lowered by temporary layoffs.

The appreciation of the Russian rouble during the fourth quarter increased the company's financial result by EUR 0.3 million.

OUTLOOK

The net sales of the company are expected to increase by approximately 10% in 2011 compared to 2010. The company's operating result is expected to be slightly better than in 2010.

The company’s unchanged long-term goal is to increase its net sales annually by approximately 20% on average, including acquisitions, and to reach an operating profit level of over 7%. The general economic situation is assessed to delay achieving of the growth objectives in the short term.                                   

The company is actively following the structural changes in the logistics market as well as acquisition opportunities.

SHORT-TERM RISKS AND UNCERTAINTIES

The world economy has started to grow and the company's market outlook is positive. However, there might be risks in the harbour logistics markets. The company operates in Vuosaari, Kotka and Hamina harbours and therefore the volume development of those harbours is relevant to the company. Volume development is effected, among other things, by development of the transit trade that decreased during the recession. Its outlook is unclear at the moment. Also the railway tariff changes of different countries might affect the price competitiveness of rail transports significantly. In addition, price competition situation might burden the company's profitability also in the future if volume growth of foreign trade does not develop as expected.

FINANCIAL POSITION AND BALANCE SHEET

Company’s cash flow from operations was EUR 2,888 thousand. Cash flow from investments was EUR -765 thousand. Cash flow from financing activities amounted to EUR -1,839 thousand.

At the end of the review period, cash and cash equivalents amounted to EUR 2,563 thousand. Liquidity was good throughout the review period.

Group’s interest bearing debt was EUR 32.5 million and correspondingly the net interest bearing debt was EUR 30.0 million.

Balance sheet totaled EUR 74.1 million and equity ratio was 41.6%.

CAPITAL EXPENDITURE

The Group's gross capital expenditure for review period amounted to EUR 849 (2,900) thousand, accounting for 1.2% of net sales. Depreciation totaled EUR 4.5 (4.6) million, or 6.4% of net sales.

GROUP STRUCTURE

There were no changes in the Group structure in the financial year. 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, %): RW Logistics Oy (100 %), JN Ferrovia Oy (100 %), OOO John Nurminen, St. Petersburg (100 %), OOO John Nurminen, Moscow (100 %), Nurminen Maritime Latvia SIA (51 %), Pelkolan Terminaali Oy (20 %), ZAO Irtrans (100 %), OOO Huolintakeskus (100 %), OOO John Nurminen Terminal (100 %), ZAO Terminal Rubesh (100 %), Nurminen Logistics LLC (100 %), UAB Nurminen Maritime (51 %), Nurminen Maritime Eesti AS (51 %), CMA CGM Latvia SIA (23 %), CMA CGM Estonia Oü (23 %), Team Lines Latvia SIA (23 %) and Team Lines Estonia Oü (20,3 %).  

RESEARCH AND DEVELOPMENT

Nurminen Logistics offers logistics services and aims to constantly develop these services both on its own and in cooperation with its partners. Due to the nature of its operations the company did not have separate research and development costs in its income statement in 2010.

PERSONNEL

At the end of the review period the Group staff was 344 (346 on 31 December 2009). The number of personnel working abroad was 72.

Employee benefit expenses in 2010 totaled EUR 15.4 million (2009: EUR 14.3 million). In 2009 the company executed temporary lay-offs that decreased the personnel costs of the period of comparison by EUR 1.5 million.

The company announced on 27 August 2010 that it will start to adjust its operations to match the market situation. The co-determination negotiations concerning the whole company were concluded on 21 October 2010. The goal of the negotiations was to adjust the company's organization and cost structure to match the market situation.

The effects on personnel agreed in the negotiations concerned 26 people, of whom 12 were made redundant.

As a result of the adjustment measures the company expects EUR 1.2 million of savings to be realized during 2011. As from year 2012 the savings are expected to be EUR 1.5 million annually. The savings measures caused a total of EUR 0.4 million non-recurring costs that burdened the company's result in 2010.  

As a part of the adjustment measures the company's branch office in Malmö, Sweden was closed.

CHANGES IN THE TOP MANAGEMENT

The members of company's Executive Board are the acting CEO, CFO Antti Sallila (the Chairman of the Executive Board), Senior Vice President Jorma Kervinen (area of responsibility: Rail, Forwarding and Terminals), Senior Vice President Hannu Vuorinen (Special Transports and Projects) and Senior Vice President Harri Vainikka (Sales and Partnerships). Group Controller Ville Kujansuu acts as the secretary of the Executive Board.

The company's Executive Board was changed on 1 September 2010. The new members of the Executive Board were Senior Vice President Jorma Kervinen (area of responsibility: Rail, Forwarding and Terminals) and Senior Vice President Hannu Vuorinen (Special Transports and Projects). The other members of the Executive Board were President and CEO Lasse Paitsola (the Chairman of the Executive Board) and CFO Antti Sallila (Finance and Accounting) and Senior Vice President Harri Vainikka (Sales and Partnerships). Group Controller Ville Kujansuu acted as the secretary of the Executive Board. The changes in the top management were published in a stock exchange release on 27 August 2010.

President and CEO Lasse Paitsola left his position by mutual agreement between the Board and CEO on 25 November 2010. The company's CFO Antti Sallila was appointed as the Acting CEO.

The long-standing Chairman of the Board of Directors and principal owner, Juha Nurminen, left his position as the Chairman of the Nurminen Logistics Plc's Board, and continued as a member of the Board starting from 25 November 2010. The Board of Directors decided to elect from among its members LL.M. Olli Pohjanvirta who has acted as a member of the company's Board of Directors since 2005 as the new Chairman of the Board. The changes in the top management were published in a stock exchange release on 25 November 2010.

SHARE-BASED INCENTIVE PLAN FOR THE GROUP PERSONNEL

The Board of Directors of Nurminen Logistics Plc has approved in April 2008 a share-based incentive plan for the Group key personnel. The plan was described in stock exchange release published on 17 April 2008.

ENVIRONMENTAL FACTORS

Nurminen Logistics seeks environmentally friendly and efficient transport solutions as part of developing its services. Railway transport is an environmentally friendly mode of transport, and the company's rail transport services, terminal services and forwarding services also have a certified environmental management system that meets the requirements of ISO 14001:2004.

SHARES AND SHAREHOLDERS

Nurminen Logistics Plc's share has been quoted on the main list of NASDAQ OMX Helsinki Ltd with the current company name since 1 January 2008. The total number of Nurminen Logistics Plc's registered shares is 12,878,478 and registered share capital is EUR 4,214,521. The company has one share class and all the shares carry equal rights in the company. The company name was until 31 December 2007 Kasola Plc. The company was listed on Helsinki Stock Exchange in 1987.

No dividend was paid for the financial year 2009.

The trading volume of Nurminen Logistics Plc's shares was 2,031,630 in 1 January - 31 December 2010. This represented 15.78% of the total number of shares. The value of the turnover was EUR 10,790,067. The lowest price for the period was EUR 2.81 per share and the highest EUR 3.73 per share. The closing price for the period was EUR 2.89 per share and the market value of the entire share capital EUR 37,216,764.

At the end of the financial year 2010 Nurminen Logistics Plc had 422 shareholders. At the end of the year 2009 the company had 370 shareholders.

The company owns 705 of its own shares, which represent 0.005% of the votes in the company.

Nurminen Logistics Plc has a liquidity providing (LP) agreement with Evli Bank Plc. In accordance with the agreement, Evli Bank Plc undertakes to submit bids and offers for Nurminen Logistics Plc's share so that the maximum spread of the bid and offer prices is 4% calculated from the bid. The bids and offers submitted by the liquidity provider must be for a number of shares worth at least 4,000 Euros. Evli Bank Plc undertakes to submit bids and offers for Nurminen Logistics Plc's share in the trading system of NASDAQ OMX Helsinki Oy on the stock exchange list on each trading day for at least 85% of the time of Continuous Trading I period and also in the auction procedures applied to Nurminen Logistics Plc's share during a trading day.

FLAGGING NOTICES

On 5 July 2010 Nurminen Logistics Plc received the following disclosure notification,
pursuant to the Securities Markets Act, of a potential change in a portion of holdings:                                                           

John Nurminen Oy has undertaken a purchase commitment relating to the public tender
offer of Kasola Oyj in 2007. The purchase commitment applies to certain shareholders of
Nurminen Logistics Plc and was to be implemented during the    summer 2010. John
Nurminen Oy has passed the contractual obligation concerning the purchase
commitment on to JN Uljas Oy. The purchase commitment applies to   1,193,140 shares
in total. If all the shareholders whom the purchase commitment concerns will sell their
shares JN Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and
voting rights will exceed 10 and 15 per cent (1/10 and 3/20).                                                               

JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen Logistics Plc's shares and votes. If the purchase commitment between JN Uljas Oy and
the certain shareholders of Nurminen Logistics Plc is implemented can JN Uljas Oy's
share of Nurminen Logistics Plc rise to 2,230,752 shares which is equivalent to 17.32%
of Nurminen Logistics Plc's share capital and voting rights. The purchase commitment is
valid between 1 July 2010 and 30 July 2010. 

JN Uljas Oy (business ID 0717307-8) is a company controlled by Juha Nurminen. In
addition Juha Nurminen controls directly or indirectly Nurminen Logistics Plc's shares
and votes as follows:                                                   

Juha Nurminen owns directly 5,483,715 shares (42.58% of the share capital and votes),
through John Nurminen Oy (business ID 2139209-0) 657,903 shares (5.11% of the
share capital and votes) and through the right of possession concerning Satu Lassila's,
Jukka Nurminen's and Mikko Nurminen's 2,014,640 shares (15.64% of the share capital
and votes).

Nurminen Logistics Plc's share capital comprises 12,878,478 shares and votes.  

On 9 July 2010 Nurminen Logistics Plc received the following disclosure notification,
pursuant to the Securities Markets Act, of a potential change in a portion of holdings:                                      

John Nurminen Oy has undertaken a purchase commitment relating to the public
tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain
shareholders of Nurminen Logistics Plc and was to be implemented during the
summer 2010. John Nurminen Oy has passed the contractual obligation concerning the
purchase commitment on to JN Uljas Oy. The purchase commitment applies to 1,193,140 shares in total and is valid between 1 July 2010 and 30 July 2010. By
9 July 2010 has JN Uljas Oy received an announcement of 864,177 shares to be
purchased according to the purchase agreement. After the purchase of these shares is
completed JN Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and
voting rights will exceed 10 per cent (1/10).

JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen
Logistics Plc's shares and votes. When the above mentioned purchase commitment
between JN Uljas Oy and the certain shareholders of Nurminen Logistics Plc   
concerning 864,177 shares is completed JN Uljas Oy's share of Nurminen Logistics
Plc will rise to 1,901,789 shares which is equivalent to 14.77% of Nurminen
Logistics Plc's share capital and voting rights.                               

On 14 July 2010 Nurminen Logistics Plc received the following disclosure notification, pursuant to the Securities Markets Act, of a potential change in a portion of holdings:                                                        

John Nurminen Oy has undertaken a purchase commitment relating to the public    tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain shareholders of Nurminen Logistics Plc and was to be implemented during the     summer 2010. John Nurminen Oy has passed the contractual obligation concerning the purchase commitment on to JN Uljas Oy. The purchase commitment applies to  

1,193,140 shares in total and is valid between 1 July 2010 and 30 July 2010. By

14 July 2010 has JN Uljas Oy received an announcement of 1,038,235 shares to be purchased according to the purchase agreement. After the purchase of these shares is completed JN Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and voting rights will exceed 15 per cent (3/20).             

JN Uljas Oy's share capital comprises at the moment 1,037,612 (8.06%) Nurminen Logistics Plc's shares and votes. When the above mentioned purchase commitment between JN Uljas Oy and the certain shareholders of Nurminen Logistics Plc     concerning 1,038,235 shares is completed JN Uljas Oy's share of Nurminen       

Logistics Plc will rise to 2,075,847 shares which is equivalent to 16.12% of   

Nurminen Logistics Plc's share capital and voting rights.                      

On 21 July 2010 Nurminen Logistics Plc has received the following disclosure notifications of changes in portions of holdings, pursuant to the Securities Markets Act:                                                              

John Nurminen Oy has announced to Nurminen Logistics Plc that John Nurminen Oy's portion of Nurminen Logistics Plc's shares has fallen below 5% (1/20). John    

Nurminen Oy has sold its entire share holding (657,903 shares) in Nurminen     

Logistics Plc on 21 July 2010. This amount of shares is equivalent to 5.11% of 

Nurminen Logistics Plc's share capital and voting rights. The shares were sold to JN Uljas Oy.                                                                

On the other hand, JN Uljas has announced to Nurminen Logistics Plc that due to the above mentioned transaction JN Uljas Oy's portion of Nurminen Logistics    

Plc's total number of shares and voting rights now exceeds 10 per cent (1/10). 

JN Uljas Oy's share capital now comprises 1,695,515 Nurminen Logistics Plc's shares which are equivalent to 13.17% of Nurminen Logistics Plc's share capital and voting rights. Before the transaction JN Uljas Oy's share capital comprised 1,037,612 shares (8.06% shares and votes).                                      

JN Uljas Oy has undertaken a purchase commitment which applies to certain      shareholders of Nurminen Logistics and 1,193,140 shares in total owned by them.

The purchase commitment is valid between 1 July 2010 and 30 July 2010. By 14   

July 2010 has JN Uljas Oy received an announcement of 1,038,235 shares to be    purchased according to the purchase agreement. After the purchase of these shares is completed JN Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and voting rights will exceed 20 per cent (1/5). When the purchase commitment between JN Uljas Oy and the certain shareholders of Nurminen Logistics Plc concerning 1,038,235 shares is completed JN Uljas Oy's share of Nurminen Logistics Plc will rise to 2,733,750 shares which is equivalent to 21.23% of Nurminen Logistics Plc's share capital and voting rights. The possible effects that the purchase commitment has on the portions of holdings have been published in a stock exchange release on 5 July 2010, 9 July 2010 and 14 July 2010.                                                                          

Both John Nurminen Oy (business ID 2139209-0) and JN Uljas Oy (business ID 0717307-8) are companies controlled by Juha Nurminen.

On 4 August 2010 Nurminen Logistics Plc received the following disclosure notification, pursuant to the Securities Markets Act, of a change in a portion of holdings:

John Nurminen Oy has undertaken a purchase commitment relating to the public tender offer of Kasola Oyj in 2007. The purchase commitment applies to certain shareholders of Nurminen Logistics Plc and was to be implemented during the summer 2010. John Nurminen Oy has passed the contractual obligation concerning the purchase commitment on to JN Uljas Oy. The purchase commitment applied to 1,193,140 shares in total and was valid between 1 July 2010 and 30 July 2010. In total 1,166,126 shares were sold according to the purchase agreement and JN Uljas Oy's portion of Nurminen Logistics Plc's total number of shares and voting rights now exceeds both 15 per cent (3/20) and 20 per cent (1/5).

Before the purchase of the above mentioned shares JN Uljas Oy's share capital comprised 1,678,972 (13.04%) Nurminen Logistics Plc's shares and votes. After the purchase JN Uljas Oy's share of Nurminen Logistics Plc has risen to 2,845,098 shares which is equivalent to 22.09% of Nurminen Logistics Plc's share capital and voting rights.

DECISIONS OF THE GENERAL ANNUAL MEETING

Nurminen Logistics Plc's Annual General Meeting of Shareholders held on 14 April 2010 made the following decisions:

Adoption of the financial statement and resolution on the discharge from liability

The Annual General Meeting of Shareholders confirmed the company's financial statements and the Group's financial statements for the financial period 1 January 2009 – 31 December 2009 and released the Board of Directors and the Managing Director from liability.

Payment of dividend

The Annual General Meeting of Shareholders approved the Board's proposal that no dividend shall be paid for the financial year 1 January 2009 - 31 December 2009.

Composition and remuneration of the Board of Directors

The Annual General Meeting of Shareholders resolved that the Board of Directors shall consist of seven (7) ordinary members. The Annual General Meeting of Shareholders re-elected the following ordinary members to the Board of Directors: Olli Pohjanvirta, Juha Nurminen, Rolf Saxberg, Jukka Nurminen and Eero Hautaniemi. Tero Kivisaari and Antti Pankakoski were elected as new members of the Board of Directors. In its organising meeting immediately following the Annual General Meeting of Shareholders, the Board of Directors elected Juha Nurminen as the Chairman of the Board and Rolf Saxberg as the Vice Chairman of the Board. The Board of Directors also appointed an Audit Committee. The members of the Audit Committee are Eero Hautaniemi, Jukka Nurminen and Olli Pohjanvirta.

The Annual General Meeting of Shareholders resolved that the remuneration level for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2011 will remain unchanged and will be paid as follows: annual remuneration of EUR 27,000 for the Chairman, EUR 18,000 for the Vice Chairman and EUR 13,500 for the other members. Additionally a meeting fee of EUR 700 per meeting shall be paid for each member of the Board. 50 per cent of the annual remuneration will be paid in the form of Nurminen Logistics Plc's shares and the remainder in money. A member of the Board of Directors may not transfer shares received as annual remuneration before a period of three years has elapsed from receiving shares.  

Amendment of Articles of Association

The Annual General Meeting of Shareholders decided in accordance with the proposal made by the Board of Directors that Article 9 of the Articles of Association regarding the Notice of General Meeting of Shareholders is amended so that the notice shall be given no later than three (3) weeks prior to the date of the General Meeting of Shareholders but at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, section 9 was amended in accordance with the proposal made by the Board of Directors so that notice to the General Meeting may alternatively be delivered by publishing the notice on the company's website.  

Authorising the Board of Directors to decide on the repurchase of the company's own shares  

Annual General Meeting authorised the Board to decide on the repurchasing a maximum of 20,000 of the company's shares. The shares will be used for the paying of remuneration of the Board members. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares in public trading. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorisation includes the right whereby the Board is authorised to decide on all other matters related to the acquisition of own shares.                                                 

The authorisation remains in force until 30 April 2011.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

Annual General Meeting authorised the Board to decide on issuance of shares and/or special rights entitling to shares pursuant to chapter 10 section 1 of the Finnish Companies Act.                 

Based on the aforesaid authorisation the Board is entitled to release or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights can be used, e.g., for the financing of company and business acquisitions corporate and business trading or for other business arrangements and investments, for the expansion of owner structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.                                                      

The authorisation gives the Board the right to decide on share issue with or without payment. The authorisation for deciding on a share issue without payment also includes the right to decide on the issue for the company itself, so that the number of shares granted to the company is no more than one tenth of all shares of the company.

The authorisation includes the right whereby the Board is entitled to decide of all other issues of shares and special rights. Furthermore, the Board is entitled to decide on share issues, option rights and other special rights in every way similarly as the Annual General Meeting could decide on these. The authorisation also includes right to decide on directed issues of shares and/or special rights.                               

The authorisation remains in force until 30 April 2011.

Auditor

KPMG Oy Ab, Authorised Public Accountant audit-firm, was re-elected as Nurminen Logistics Plc's auditor. Mr Lasse Holopainen acts as the responsible auditor. The auditor's term ends at the end of the first Annual General Meeting following the election. Auditor’s fee and costs will be paid in accordance with their invoice.

DIVIDEND POLICY

Company’s board has on 14 May 2008 determined company’s dividend policy, according to which Nurminen Logistics Plc aims to, in case company’s financial policy so allows, annually distribute as dividends approximately one third of its net profit.

AUTHORISATIONS GIVEN TO THE BOARD 

Authorising the Board of Directors to decide on the repurchase of the company's own shares  

Annual General Meeting has authorised the Board to decide on the repurchasing a maximum of 20,000 of the company's shares. The shares will be used for the paying of remuneration of the Board members. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares in public trading. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorisation includes the right whereby the Board is authorised to decide on all other matters related to the acquisition of own shares.                                                 

The authorisation remains in force until 30 April 2011.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares

Annual General Meeting has authorised the Board to decide on issuance of shares and/or special rights entitling to shares pursuant to chapter 10 section 1 of the Finnish Companies Act.                 

Based on the aforesaid authorisation the Board is entitled to release or assign, either by one or several resolutions, shares and/or special rights up to a maximum equivalent of 20,000,000 new shares so that aforesaid shares and/or special rights can be used, e.g., for the financing of company and business acquisitions corporate and business trading or for other business arrangements and investments, for the expansion of owner structure, paying of remuneration of the Board members and/or for the creating incentives for, or encouraging commitment in, personnel.                                                      

The authorisation gives the Board the right to decide on share issue with or without payment. The authorisation for deciding on a share issue without payment also includes the right to decide on the issue for the company itself, so that the number of shares granted to the company is no more than one tenth of all shares of the company.

The authorisation includes the right whereby the Board is entitled to decide of all other issues of shares and special rights. Furthermore, the Board is entitled to decide on share issues, option rights and other special rights in every way similarly as the Annual General Meeting could decide on these. The authorisation also includes right to decide on directed issues of shares and/or special rights.                               

The authorisation remains in force until 30 April 2011.

OTHER EVENTS DURING THE REVIEW PERIOD

The announcement concerning the purchase commitment published in 2007        

On 2 July 2010 the company released the following announcement:                                    

John Nurminen Oy has undertaken a purchase commitment relating to the tender offer for Kasola Oyj's (now Nurminen Logistics Plc) class A shares published on

10 December 2007. The purchase commitment applies to certain shareholders of   Nurminen Logistics and 1,193,140 shares in total owned by them.                

As per the information that Nurminen Logistics has received from John Nurminen 

Oy the terms of the purchase commitment have been fulfilled and the contractual obligation concerning the purchase commitment has been passed on to JN Uljas Oy with the approval of the principal shareholders defined in the contract. The shareholders whom the purchase commitment concerns will receive instructions by letter from John Nurminen Oy and JN Uljas Oy. The shareholders in question must act during July if they want to sell their shares according to the purchase commitment. According to the two companies the sale and purchase of the shares is implemented as a stock exchange transaction as soon as possible after 30 July 2010.                 

Organization and cost structure adjustments

The company announced on 27 August 2010 that it will remodel its organization. Nurminen Cargo and Nurminen Heavy business units were merged and their Executive Boards were dissolved as of 1 September 2010.

EVENTS AFTER THE REVIEW PERIOD

There are no important events after the review period.

BOARD OF DIRECTORS' PROPOSAL FOR PROFIT DISTRIBUTION

Based to the Financial Statements as at 31 December 2010, the parent company's distributable equity is 12,038,923.27 Euros. The Board of Directors proposes to the Annual General Meeting that no dividend shall be distributed for the financial year 2010.

ANNUAL GENERAL MEETING 2011

The Annual General Meeting of Nurminen Logistics Plc will take place on Wednesday, 6 April 2011 starting at 10.00 a.m. in address Pasilankatu 2, 00240 Helsinki, Finland.

THE CORPORATE GOVERNANCE STATEMENT

The Corporate Governance statement issued by Nurminen Logistics Plc will be published on 16 March 2010 on the company's website www.nurminenlogistics.com.

Disclaimer

Certain statements in this bulletin are forward-looking and are based on the management's current views. Due to their nature, they involve risks and uncertainties and are susceptible to changes in the general economic or industry conditions. 

NURMINEN LOGISTICS PLC

Board of Directors

For more information, please contact Antti Sallila, Acting CEO (tel.

+358 10 545 2598)

DISTRIBUTION

NASDAQ OMX Helsinki

Major media

www.nurminenlogistics.com

Nurminen Logistics provides high-quality logistics services, such as railway transports, terminal services, forwarding and special and heavy transports.

The company has collected logistics know-how from three centuries, starting in 1886. Nurminen Logistics' main market areas are Finland, the Baltic Sea region, Russia and other Eastern European countries. The company's share is listed on NASDAQ OMX Helsinki.

TABLES

CONSOLIDATED STATMENT OF COMPREHENSIVE INCOME 1-12/2010 1-12/2009
EUR 1,000     
     
NET SALES 69 682 62 490
Other operating income 1 492 2 827
Materials and services -33 229 -27 702
Employee benefits expenses  -15 433 -14 258
Depreciation and impartment -4 466 -4 560
Other operating costs -18 664 -16 423
OPERATING RESULT -618 2 374
Financial income 1 865 147
Financial expenses -2 679 -3 091
Share of profit in associates 359 167
RESULT BEFORE TAX -1 072 -403
Income taxes  -957 -277
PROFIT/LOSS FOR THE PERIOD -2 029 -680
     
Other comprehensive income:    
Translation differences 788 -699
Other comprehensive income for the period after tax 788 -699
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -1 241 -1 379
     
Net profit attributable    
To equity holders of the parent -2 884 -1 614
To non-controlling interest 855 934
     
EPS undiluted  -0,22 -0,13
     
EPS diluted -0,22 -0,13

 

CONSOLIDATED STATMENT OF COMPREHENSIVE INCOME 10-12/2010 10-12/2009 Change
EUR 1,000       
       
NET SALES 18 556 16 200 2 356
Other operating income 191 191 0
Materials and services -9 003 -7 099 -1 904
Employee benefits expenses  -4 155 -3 548 -607
Depreciation and inpartment -1 038 -580 -458
Other operating costs -5 403 -4 683 -720
OPERATING RESULT -851 481 -1 332
Financial income 444 50 394
Financial expenses -602 -125 -477
Share of profit in associates 70 52 18
RESULT BEFORE TAX -939 458 -1 397
Income taxes  93 24 69
PROFIT/LOSS FOR THE PERIOD -845 482 -1 327
       
Other comprehensive income      
Translation differences 247 338 -91
Other comprehensive income for the period after tax 247 338 -91
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -598 820 -1 418
       
Net profit attributable      
To equity holders of the parent -1 043 199 -1 242
To non-controlling interest 198 283 -85
       
EPS undiluted  -0,08 0,01 -0,09
       
EPS diluted -0,08 0,01 -0,09

 

CONSOLIDATED BALANCE SHEET 31.12.2010 31.12.2009
EUR 1,000     
ASSETS    
Non-current assets    
Property, plant, equipment 44 617 46 416
Goodwill 9 516 9 516
Intangible assets 818 1 035
Investments in associates 651 497
Other long-term receivables 714 718
Deferred tax asset 760 952
NON-CURRENT ASSETS 57 075 59 134
Current assets    
Trade receivables and other receivables 14 507 17 580
Cash and bank 2 563 2 238
CURRENT ASSETS 17 070 19 818
ASSETS TOTAL 74 145 78 952
     
EQUITY AND LIABILITIES    
Share capital 4 215 4 215
Other reserves 18 291 17 561
Retained earnings 7 373 9 737
Non-controlling interest 993 1 072
SHAREHOLDERS' EQUITY 30 872 32 585
Long-term liabilities    
Deferred tax liability 414 328
Non-current interest-free liabilities 733 851
Long-term liabilities, interest-bearing 23 317 27 659
NON-CURRENT LIABILITIES 24 464 28 838
Current liabilities    
Trade payables and other liabilities 9 227 5 825
Short-term interest-bearing liabilities 9 582 11 704
CURRENT LIABILITIES 18 809 17 529
TOTAL LIABILITIES 43 273 46 367
TOTAL EQUITY AND LIABILITIES 74 145 78 952

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT 1-12/2010 1-12/2009
CASH FLOW FROM OPERATING ACTIVITIES    
Profit/Loss for the period -2 029 -680
Adjustments to reconcile profit 18 -61
Depreciation and amortisation 4 466 4 560
Unrealised foreign exchange wins and losses -1 069 258
Other adjustments 2 259 2 767
Paid and received interest -1 809 -2 783
Taxes paid -682 -178
Changes in working capital 1 734 -1 463
Cash flow from operating activities 2 888 2 420
CASH FLOW FROM INVESTING ACTIVITIES    
Acquisition of subsidiaries, net of cash acquired 0 -362
Proceeds from sales of other investments 4 0
Proceeds from sales of fixed assets 80 15 334
Investments in tangible and intangible assets -849 -2 887
Proceeds from repayments of loans 0 266
Cash flow from investing activities -765 12 350
CASH FLOW FROM FINANCING ACTIVITIES    
Acquistion of own shares -56 0
Changes in liabilities -860 -15 426
Dividends paid -923 -1 219
Cash flow from financing activities -1 839 -16 645
CHANGE IN CASH AND CASH EQUIVALENTS 325 -1 966
Cash and cash equivalents at beginning of period 2 238 4 204
Cash and cash equivalents at end of period 2 563 2 238

A= Share capital

B= Share premium account

C= Reserve fund

D= Unrestricted equity reserve

E= Translation differences

F= Retained earnings

G= Non-controlling interest

H= Total

STATEMENT OF CHANGES IN EQUITY 1-12/09 EUR 1,000 A B C D E F G H
Shareholders' equity at beginning 4215 86 2374 20000 -3441 10675 975 34884
Other changes 0 3 0 3 0 676 -383 299
Total comprehensive income for the period 0 0 0 0 -699 -1614 934 -1379
Dividends 0 0 0 -765 0 0 -454 -1219
Shareholders' equity 31.12.2009 4215 89 2374 19238 -4140 9737 1072 32585

 

STATEMENT OF CHANGES IN EQUITY 1-12/10 EUR 1,000 A B C D E F G H
Shareholders' equity at beginning 4215 89 2374 19238 -4140 9737 1072 32585
Other changes 0 -3 4 -60 0 511 -2 451
Total comprehensive income for the period 0 0 0 0 788 -2884 855 -1241
Dividends 0 0 0 0 0 9 -932 -923
Shareholders' equity 31.12.2010 4215 86 2378 19178 -3352 7373 993 30872

SEGMENT INFORMATION

Nurminen Logistics Plc has changed its organizational structure on 1 September 2010. In connection with this Nurminen Cargo and Nurminen Heavy business units and their Executive Boards have been dissolved. In the earlier financial reporting of the Group these dissolved business units formed basis to reporting operating segments. After the change of the organizational structure the chief operating decision maker of the Group does not review the Group on separate business unit basis. Due to this change Nurminen Logistics Plc shall in the future report one operating segment. The figures of the operating segment are equal to the Group’s figures.

RELATED PARTY TRANSACTIONS

The related parties comprise the members of the Board of Directors and Executive Board of Nurminen Logistics and companies in which these members have control. Related parties are also deemed to include shareholders with direct or indirect control or substantial influence.

Related party transactions  
EUR 1,000  1-12/2010
Sales 141
Other operating income 1 446
Expenses 440
Financial expenses 150
Trade receivables and other receivables 35
Trade payables and other liabilities 2 543
Long-term liabilities 2 542

KEY FIGURES

KEY FIGURES 1-12/2010 1-12/2009
Gross capital expenditure, EUR 1,000 849 2 887
Personnel 344 346
Operating margin % -0,9 % 3,8 %
Share price development    
Share price at beginning of period 3,35 3,00
Share price at end of period 2,89 3,35
Highest for the period 3,73 3,52
Lowest for the period 2,81 2,50
     
EQUITY/SHARE EUR 2,40 2,53
EARNINGS/SHARE (EPS) -0,22 -0,13
Equity ration % 41,64 41,27

OTHER LIABILITIES AND COMMITMENTS 

Contingent liabilities, 1000 eur 31.12.2010 31.12.2009
Mortgages given 3 000 0
Other contingent liabilities 10 780 10 780
Rent liabilities 84 470 77 426

Accounting policies

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) complying with the standards and interpretations effective on 31 December 2010. The interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting'. The IFRS recognition and measurement principles as described in the annual financial statements for 2009 have also been applied in the preparation of the interim financial information, with the changes mentioned below.

Other adopted new and amended IFRS-standards and interpretations have not had significant impact on reported figures.

The Group has applied e.g. the following revised and amended standards as of 1 January 2010: IFRS 3 (Revised 2008) Business Combinations and IAS 27 (Amended 2008) Consolidated and Separate Financial Statements.

The adoption of the revised IFRS 3 'Business Combinations' will have an impact on the amount of goodwill from acquisitions and results on disposing businesses.

The standard is estimated to also have an impact on profit and loss in those periods in which new business is acquired, the deferred purchase price is paid or additional shares are acquired. According to the transitional provisions of the standard, business combinations for which the acquisition date is before the adoption of the standard, are not adjusted.

The amended IAS 27 'Consolidated and Separate Financial Statements' requires the effects of all transactions with a non-controlling interest to be recorded in equity if the control remains with the parent company. The amendment also specifies that a share of the loss for period can also be allocated to non-controlling interest when the losses exceed the amount of invested capital by the non-controlling parties.

All figures have been rounded and consequently the sum of individual figures can deviate from the presented sum figure. Key figures have been calculated using exact figures. The financial statement report’s financials are audited.

Calculation of Key Figures

Equity ratio (%) =

 Total equity 

______________________________________ x 100

 Total assets – advances received 

 

Earnings per share (EUR) =

Profit for the period attributable to equity holders of the parent company 

_________________________________________________________ x 100

Number of shares (average during the period)

Equity per share (EUR) =

 Equity

________________________________________ x 100

 Number of shares at the end of the period