Plc's Annual Report 2025 has been published

CONTENTS

Year 2025 in brief CEO's review

140 Years on the track

The Board's Report on Operations Financial Statements

3

4

6

8

15

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.

*) 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.

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 acquisition 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 significantly.

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

possible conditions to develop with the company. In Sweden, we strengthened sales and rail operations in particular. In late February, we opened our own weekly block train connection between northern Italy and Sweden. 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 capacity. 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 consumer demand supports our growth. We are not yet expecting a significant turn for the better in the Baltic or Finnish markets.

Long-term agreements with several customers ensure stable profitability for the next few years. Our cash position and balance sheet will

continue to enable the implementation of growth projects and the associated controlled risk-taking.

I would like to express my warmest thanks to our dedicated and innovative personnel and thank our customers and partners for their trust. This year, we are celebrating the 140th anniversary of Nurminen Logistics, which reminds us of our unique heritage and our duty to move boldly towards new entries, growth and future opportunities.

140 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.

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.

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.

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.

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.

INTO THE STOCK EXCHANGE

Nurminen Logistics Plc is listed on the Helsinki Stock Exchange after spinning off its logistics operations into a separate company, and relocates to the new logistics centre in Vuosaari. The company's own railway equipment already consists of nearly one thousand wagons.

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.

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.

LAUNCH OF THE SWEDEN-ITALY CONNECTION

We open a direct, regular rail connection with fast transit times between Sweden and Italy.

Table of Contents

The Board's Report on Operations and financial statements

The Board's Report on Operations 8

Consolidated statement of comprehensive income, IFRS 17

Consolidated statement of financial position, IFRS 18

Consolidated cash flow statement, IFRS 19

Consolidated statement of changes in equity, IFRS 20

Notes to the consolidated financial statements, IFRS 21

1. Accounting principles for the consolidated financial

   statements 21

2. Net sales and accounting principles 28

3. Other operating income 28

4. Operating expenses 28

5. Employee benefit expenses 29

6. Depreciation, amortisation and impairment losses 29

7. Financial income and expenses 29

8. Income taxes 30

9. Earnings per share 30

10. Subsidiaries and associates 31

11. Property, plant and equipment 32

    33 34	statements	68
    35
    36
    37
    37
    38
    39
    39
    40
    41
    43
    44
    45
    45
    49
    49
    49
    50
    51
    52
    52

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 53

Parent Company's Income Statement 54

Parent Company's Balance Sheet 54

Parent Company's Cash Flow Statement 55

Notes to the Parent Company's Financial Statements 56

Accounting principles for the parent company's financial statements 56

Notes to the Parent Company's Income Statement 57

Notes to the Parent Company's Balance Sheet 58

Other Notes of the Parent Company 61

The Parent Company's Notes Concerning Personnel and Company Organs 62

Key figures for the parent company 63

The Board's proposal for the distribution of profit, signatures of the Board's report on operations and

financial statements and auditor's note 64

Auditor's report 65

Independent auditor's report on ESEF financial

The Board's

Report on Operations

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 international 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 acquisitions. 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 developed 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 execution 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 management 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 prerequisites 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 electrification 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 differentiate 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 facilitates continued growth in logistics between Central and Northern Europe. The fourth quarter of 2025 was operatively stronger than the comparison 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 opportunities.

MARKET SITUATION AND FUTURE OUTLOOK

Nurminen Logistics estimates that the development of the logistics market 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 economy 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, supported by the increased significance of environmental values in decision-making driven by tightening regulation and our growing energy raw material transport business. The stabilisation of the interest rate environment 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 services, 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 investments, 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 challenges 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 acquisition 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 Nurminen 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).

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 Holding 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 employees 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 following members: Olli Pohjanvirta, President and CEO; Niklas Nordström, CFO; Marjut Linnajärvi, VP Sales and VP International Railway Operations; 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, controlled 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 https://www.nurminenlogistics.com.

SHARES AND SHAREHOLDERS

Nurminen Logistics Plc's share has been quoted on the main list of Nasdaq 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 registered 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.

Index: 1 January 2025 = 100

LARGEST SHAREHOLDERS 31 DECEMBER 2025

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 Nov 2025

2 Dec 2025

SHAREHOLDERS BY TYPE 31 DECEMBER 2025

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.

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.

Nurminen Logistics' share price development

1 January 2025-31 December 2025

1.4

1.2

1.0

0.8

0.6

0.4

0.2

0

NLG1V

OMX Helsinki Small Cap

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 discharged 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 chapter 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 ownership 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 company 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 special 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 General 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.

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 publication 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 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.

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.

Bridge calculation of comparable operating profit

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

GROUP'S KEY FIGURES

* 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

Share price development

CALCULATION OF KEY FIGURES

Return on equity (%) =

Result for the period

Equity (average of beginning and end of financial year)

×100

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

Balance sheet total - advances received

×100

Gearing (%) =

Interest-bearing liabilities - cash and cash equivalents Equity

×100

Gearing (%) excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS 16 - cash and cash equivalents

Equity excluding IFRS 16 effect on equity (depreciation, rental expense and interest expense)

×100

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 Earnings per share

×100

Effective dividend yield, % =

Dividend per share

Adjusted share price at the end of the financial year

×100

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 statement of comprehensive income, IFRS

EUR 1,000 Note 1 Jan-31 Dec 2025 1 Jan-31 Dec 2024

Consolidated statement of financial position, IFRS

EUR 1,000 Note 31 December 2025 31 December 2024

Consolidated cash flow statement, IFRS

EUR 1,000 Note 1 Jan-31 Dec 2025 1 Jan-31 Dec 2024

Consolidated statement of changes in equity, IFRS

Equity attributable to equity holders of the parent company

EUR 1,000

1-12/2025 Note

Share capital

Share premium reserve

Legal reserve

Reserve for invested unrestricted

equity

Translation differences

Retained

earnings Total

Non-controlling

interest

Total equity

Equity attributable to equity holders of the parent company

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 https://www.nurminenlogistics.com. The consolidated financial statements were authorised for issue by the Board of Directors on 11 March 2026. According to the Finnish Limited Liability Companies Act, shareholders have the right to approve or reject the financial statements in the Annual General Meeting held after the publication of the financial statements. 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. International 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 statements 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 subsidiaries 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 subsequent 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 unrealised 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 acquisition-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 comprehensive 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.

   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. Unrealised 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 comprehensive 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 environment 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 currency 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 comprehensive 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 differences 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 borrowing 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 equipment is discontinued when the item is classified as held for sale in accordance with IFRS 5 standard. Non-current assets held for sale are measured 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 statement.

   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.

   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 software 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 indications 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 impairment 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 reversal 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. Impairment 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 contractual 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. Transaction 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, factoring 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 operating 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 following 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 guarantee 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 recognition. Transaction costs are included in the original carrying amount. Subsequently other financial liabilities are measured at amortised cost using the effective interest rate method.

   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 recognised 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 various 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 reporting period is recognised as revenue over time, corresponding to the time en route on the closing date relative to the total delivery time. The recognition principles applies to rail transport offered by international railway operations and North Rail Oy. The service is a singular contract obligation, 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 importing, exporting and customs duties. As whole they compile the performance 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 allocated 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 reclassified 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 participants. 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-

   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 membership 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 recognised 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 temporary differences between the amounts of assets and liabilities used for taxation purposes and the carrying amounts for financial reporting purposes under IFRS. The principal temporary differences arise from financial instruments measured at fair value through profit or loss and depreciation 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 difference can be utilised. Deferred tax liabilities are recognised in the statement 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 primarily 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 probability 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 payments of a service nature are generally treated as an expense that cannot 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 impairment 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 recognises 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 differences arising from working capital items are included in the operating result, whereas foreign currency differences from financial assets and financial

   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 assumptions made affect the reported amounts of assets and liabilities in the balance sheet as well as the income and expenses in the income statement.

   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 testing. The recoverable amounts of the cash-generating units are determined 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 acquisition 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 recognises deferred tax assets in the consolidated balance sheet by the principle 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 following 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 amendments 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 settlement 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 financial 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 contractual terms refer to a contingent event (including ESG-linked) and equity instruments classified at fair value through other comprehensive 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, effective 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 discontinued 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 management-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 management 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 operating cash flow begins with the item operating profit or loss. The new

   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.

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.

   AUDITOR FEES

   EUR 1,000 2025 2024

   Auditing	371	353
   Other services	36	20
   Total	407	373

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.

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

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

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

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 North Maritime Maritime		North	Nurminen Maritime	Nurminen	Kiinteistö Oy 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

11. PROPERTY, PLANT AND EQUIPMENT

    Land and

    Land and

    water

    Machinery

    Machinery

    and

    Other

    Prepayments and 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.

12. INTANGIBLE ASSETS

    EUR 1,000

    Customer relationships Goodwill

    Intangible

    rights

    Development

    costs

    Other intangible

    assets

    Advance payments for

    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.

    EUR 1,000	Customer relationships	Goodwill	Intangible rights	Other intangible assets	Advance payments for 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

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 Liabilities			2025	2024

    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

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

    EUR 1,000 Note

    Assets measured at amortised cost

    Financial assets at fair value

    Liabilities measured at amortised cost

    Financial liabilities at fair

    value

    Carrying amounts in the balance

    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).

    EUR 1,000 Note	Assets measured at amortised cost	Financial assets at fair value	Liabilities measured at amortised cost	Financial liabilities at fair value	Carrying amounts in the balance 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.

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.

    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.

    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 profitability 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

    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 2025-2030

    Actual

    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

    CGU net sales and operating result 2025-2030

    Actual

    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

    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%-point i.e. terminal growth 0%	EUR -15.2 million
    	WACC +1 %-point i.e. WACC 11.35%	EUR -21.4 million
    	EBITDA decrease 1%-point i.e. average EBITDA 21.3%	EUR -12.7 million

    • Terminal growth 1%

    • WACC 10.35%

    • Average EBIT 16.2% and EBITDA 22.3%

    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.

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

18. DEFERRED TAX ASSETS AND LIABILITIES

    EUR 1,000 1 Jan 2025

    Recognised in the income statement

    Recognised in the balance sheet

    Exchange rate

    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

    EUR 1,000	1 Jan 2024	Recognised in the income statement	Recognised in the balance sheet	Exchange rate 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.

    SENSITIVITY ANALYSIS WHEN ONE COMPONENT CHANGES:

    Forecast period 2026-2030 Change Impact of change on recoverable amount

    Average forecast period profit before tax is Profit before taxes 90% of forecast 10% less than estimated

    133 thousand euros of the balance sheet deferred tax assets will not be used in 2029.

    The use of off-balance sheet deferred tax assets is postponed by one year.

    Average forecast period profit before tax is 15% less than estimated

    Profit before taxes 85% of forecast

    184 thousand euros of the balance sheet deferred tax assets will not be used in 2029.

    The use of off-balance sheet deferred tax assets is postponed by one year.

    Average forecast period profit before tax is 20% less than estimated

    Profit before taxes 80% of forecast

    17 thousand euros of the balance sheet deferred tax assets will not be used in 2026, 15 thousand in 2028

    and 235 thousand in 2029.

    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

    Cash and bank balances	20,342	16,297
    Cash and cash equivalents in the balance sheet	20,342	16,297

    EUR 1,000 2025 2024

    Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.

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.

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.