Global Ports Investments PLC

Transcription

1 Global Ports Investments PLC 2 September 2013 Acquisition of NCC Group to create the leading container terminal operator in Central and Eastern Europe 0

2 Disclaimer Information contained in this presentation concerning Global Ports Investments PLC, a company organised and existing under the laws of Cyprus (the Company, and together with its subsidiaries and joint ventures, Global Ports or the Group ), is for general information purposes only. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee its accuracy or completeness. This presentation includes Illustrative Combined Financial Metrics representing selected information prepared based on estimates and assumptions deemed appropriate by the Group, which are preliminary and will be different to the pro forma financial information included in the prospectus for the issue of GDRs to be approved with the UKLA prior to the completion of the acquisition of NCC Group Limited and its consolidated subsidiaries. The information is limited to certain key indicators, remains preliminary, is unaudited, and provided for illustrative purposes only. It does not purport to represent what the actual results of operations or financial position of the Group would have been had the NCC Group acquisition occurred on 31 December 2012, nor is it necessarily indicative of the operating results or financial position of any part of enlarged Group (the Enlarged Group or Enlarged Global Ports for any future periods). Because of their nature, the Illustrative Combined Financial Metrics are based on a hypothetical situation and, therefore, do not represent the actual financial position or results of operations of the Group. The actual financial position and results of operations of the Group may differ significantly from the illustrative combined amounts reflected herein. These materials may contain forward-looking statements regarding future events or the future financial performance of the Group. You can identify forward looking statements by terms such as expect, believe, estimate, anticipate, intend, will, could, may, or might, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company s and its shareholders intentions, beliefs or current expectations concerning, among other things, the Company s results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the Company s actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Company s results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, market change in the Russian transportation industry or particularly in the ports operation segment, as well as many other risks specifically related to the Company and its operations. These materials do not constitute an offer or an advertisement of any securities in any jurisdiction. 1

3 Reference to accounts and operational information Unless stated otherwise all financial information presented in this presentation is derived from the consolidated financial statements of Global Ports Investments PLC ( the Company and, together with its subsidiaries and joint ventures, Global Ports or the Group ) for the twelve months ended 31 December 2012 and prepared in accordance with International Financial Reporting Standards adopted by the European Union ( IFRS ) and the Cyprus Companies Law, Cap 113. The Group s consolidated financial statements for the financial year ended 31 December 2012 are available at the Group s corporate website ( Financial information attributed to NCC has been provided by NCC Group Limited and has been prepared in accordance with International Financial Reporting Standards adopted by the European Union ( IFRS ). The financial information is presented in US dollars, which is also the functional currency of the Company and certain other entities in the Group. The functional currency of the Group s operating companies for the periods under review was (a) for the Russian Ports segment, the Russian rouble, (b) for Oil Products Terminal segment and for the Finnish Ports segment, Euro. Certain financial information which is derived from management accounts is marked in this presentation with an asterisk {*}. In this presentation the Group has used certain non-ifrs financial information as supplemental measures of the Group s operating performance. Information (including non-ifrs financial measures) requiring additional explanation or defining is marked with initial capital letters and the explanations or definitions are provided at the end of this presentation. Rounding adjustments have been made in calculating some of the financial and operational information included in this presentation. As the result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. Market share data has been calculated using the information published by the Association of Sea Commercial Ports ( ASOP ), and ARGUS Nefte Transport, Drewry 2

4 Contents Page I. Transaction background 4 II. Key transaction terms 6 III. Overview of NCC 9 IV. Significant synergies 12 IV. Strong cash flow and low CAPEX enables swift deleveraging 14 IV. Transaction timeline 15 IV. Conclusion 16 Appendices Selected combined operational information Summary financial information on NCC Group (2010, 2011, 2012) Post transaction corporate structure Terminal overviews (FCT, ULCT) Ukraine: large market, significant potential 17 3

5 Creating a new Global Ports... Global Ports NCC Combined (1) Finnish Ports PLP Moby Dik Throughput (4), 2012, 000 TEU 1,450 1,069 2,519 Vopak EOS Yanino Number of container terminals (total/marine) 6/5 3/2 9/7 Available capacity (2), , 000 TEU ,120 Adjusted EBITDA,2012 (USD million) Baltic Sea Basin Adjusted EBITDA margin, 2012 (USD million) 57% 65% 60% Ust-Luga St. Petersburg Cash flow from operating activities (USD million) (1) 424 Ukraine Moscow ULCT FCT R u s s i a Black Sea Ilychevsk LT VSC Black Sea Basin Ilychevsk (3) (call option) Caspian Sea Far East Basin Nakhodka (1) 2012 unaudited illustrative combined operational and financial metrics (2) Calculated as the total capacity of terminals as of end of 2012 less 2012 throughput (3) Not a part of NCC Group (4) Excluding Finnish Ports and inland terminals 4

6 ...the leading container terminals operator in Eastern Europe In less than a decade Global Ports has developed into the #1 container terminal operator in Russia (1) Focus on operating performance Access to capital (London Stock Exchange listing of its GDRs) International leading-edge expertise (partnership with APM Terminals) Based on this foundation, Global Ports agreed the acquisition of 100% of NCC (2), the #2 container terminal operator in Russia (1) High quality asset Attractive valuation Substantial synergies The transaction creates the leading container terminal operator in Eastern Europe (3) Cements Global Ports position in Russia, one of the fastest growing container markets in the world (3) (1) Source: ASOP, based on 2012 overall Container Throughput in the Russian Federation ports without volumes of transit countries (2) From Polozio Enterprises Limited and Ilibrinio Establishment Limited (the Sellers ) (3) Source: Drewry 5

7 Key transaction terms Global Ports acquires # 2 (1) container player in Russia NCC operates three terminals in the Baltic basin: First Container Terminal ( FCT ): the largest incumbent container terminal in Russia (1) Ust-Luga Container Terminal ( ULCT ): a newly developed modern container terminal in start-up phase Inland container terminal Logistika Terminal ( LT ): offering logistical support to maritime operations The transaction also includes a call option for GPI to acquire 50% of one of the leading Ukrainian players Ilychevsk Container Terminal Consideration comprises of: Approx.103 million newly issued GPI shares, 18% of enlarged share capital (2) (1 GDR represents 3 shares) USD 291 million in cash Net Debt of NCC as of 31 Dec 2012 was USD 916 million (3) Leverage and dividends Leverage 3.2 times Net Debt/Adjusted EBITDA (4) ; strong cash flow and reduced CAPEX are expected to support relatively quick deleveraging post transaction Dividends No change in dividend policy (minimum 30% of imputed consolidated net profit to be distributed) Approval and closing Transaction was approved by the BoD on September 1 st, fairness opinion was provided by Deutsche Bank EGM to approve issue of new shares on September 27 th Closing expected within 3-6 months, subject to regulatory approvals and the issuance of a prospectus for the enlarged Global Ports Group approved by the UK Listing Authority (1) Source: ASOP, based on 2012 overall container throughput in the Russian Federation ports without transit cargo volumes. (2) On a fully diluted basis. (3) Assuming USD 53 mln debt (including accrued interest) to ULCT by Eurogate to be converted to equity before closing. (4) Based on 2012 illustrative combined figures and assuming loan facility of USD 300 million to finance the cash consideration 6

8 GPI s corporate governance framework to remain unchanged Principle of joint control by TIHL and APM Terminals. Strong minority rights and respected INEDs are preserved No change in shareholder agreement between APM Terminals and TIHL No change in dividend policy or any other major policy of Global Ports Best in class corporate governance standards maintained TIHL/APM Terminals will each assign one board seat to Sellers, both without any special voting or veto rights Size of the Board of Directors remains unchanged (1) Sellers undertakings TIHL/APM Terminals have pre-emptive rights over either Seller s disposal of Global Ports shares Each Seller loses right to nominate Board member after sale of any Global Ports shares Shares received by the Sellers will be locked up and used as collateral to cover warranties and indemnities (2) Non-compete undertaking for Sellers in container business in Russia, CIS and the Baltic States (3) Shareholder structure post transaction APM Terminals TIHL Free float Ilibrinio 30.75% 30.75% 20.5% 9% 9% Polozio (1) Board of Directors of Global Ports has 14 members (2) 6 months lock up for the entire stake, 24 month lock up for 10% of GPI s enlarged share capital (3) And any other region Global Ports may be present in the future 7

9 Attractive valuation: NCC enterprise value breakdown (in USD million) Consideration paid in cash (19% of total EV) Consideration paid in shares (23% of Total EV) 361 (1) NCC Net Debt (2) ( ) (58% of Total EV) 916 Valuation neutral settlement of shareholders loans Total EV 1568 Net cash generated in 1H (3) Net cash generated in 2H2013 Implied EV ULCT Construction cost (4) 216 EV of operating business EV/ 2012 Adjusted EBITDA c. 7.6x (5) 291 Consideration paid in cash Consideration paid in shares Valuation neutral settlement of NCC S loans to Sellers Key terms agreed on USD 300 million 7-year loan facility, with 3-year grace period Approx million shares, 18% of GPI on a fully diluted basis; 1 GDR represents 3 shares; (USD 10.5 per GDR (1) ) Non-cash offset against dividend distribution (USD 155 million as of plus USD 17 million of loans provided in 2013 plus interest accrued until closing) Assignment of loans to Global Ports assigned loans will be intra-group and eliminated at consolidation (USD 568 million (7) plus interest accrued for the period from until closing) Cash generated in 2013 Locked box accounts: cash generated in 2013 belongs to Global Ports (6) (1) As of close of ; USD 10.5 per GDR. (2) Assuming USD 53.4 mln debt (including accrued interest) of ULCT to Eurogate to be converted to equity before closing. (3) Based on management accounts. Equals to decrease in NCC Net Debt during 1H13 (4) Construction cost of USD 216 mln represents 80% of total construction cost of ULCT, based on NCC financial accounts (5) Calculated using NCC s Adjusted EBITDA of 2012 (USD 164 million) excluding USD10 million of negative contribution of ULCT into NCC s 2012 Adjusted EBITDA, (6) Except for USD 17 million to be distributed to Sellers. (7) As of including interest. 8

10 m USD m USD m USD NCC is a profitable asset with high growth potential Revenue NCC is a quality asset generating strong Adjusted EBITDA margins and cash flow Adjusted EBITDA margin of 65% (1) Adjusted EBITDA of USD 164 million (1) Strong cash conversion: Net cash generated from operating activities of USD 173 million (2) Adjusted EBITDA and Adjusted EBITDA margin 72.7% 69.7% 64.7% results were negatively affected by: Loss of volumes as one of the key clients switched to CT St. Petersburg after acquisition of a stake in that terminal Industry wide decrease of storage time negatively affecting storage revenues Negative Adjusted EBITDA contribution from ULCT of USD 10 million Net Cash From Operating Activities (2) (Reclassified) Strong recovery in 1H13 (3) driven by growth in volumes and strong margins Gross container throughput up 7% y-o-y driven by ramp up of ULCT and growth in FCT volumes Stable pricing, favourable cargo mix and increase in other revenues drove 10% growth in revenue y-o-y Strict control of operating costs sustained high EBITDA margin (1) For 2012, non IFRS measure, based on consolidated Financial Statements for the years ended 31 December 2012, 2011 and (2) Cash generated from operating activities is reclassified to exclude interest; 2012 data based on unaudited selected illustrative combined financial metrics of 2012 (3) Preliminary unaudited estimates for 1H13, based on management accounts 9

11 000 TEU USD per TEU (2012) FCT: premium terminal operating at high capacity utilisation Largest terminal in Russia: 1 m+ TEUs Favourable cargo mix results in high revenue per TEU Capacity of 1.25 m TEU CAGR -1% CAGR 17% ,072 1,160 1,174 1, % H12 1H13 Source: NCC Group Global Ports (Russian Ports Segment) NCC FCT s container handling volumes grew at a CAGR of 17% between At that time FCT was the only modern container handling terminal in the Russian Baltic FCT is handling more than 1 million TEU and has a capacity to accommodate growth FCT has the potential to add approximately 20% to its current capacity FCT has been the #1 container terminal in Russia by throughput and capacity for more than a decade resulting in good, long-standing client relationships High revenue per TEU due to historically higher tariffs and a favourable cargo mix Key contributor to NCC s high EBITDA margin NCC s EBITDA margin was 65% in 2012 (even including a USD 10 million negative EBITDA contribution from ULCT) 10

12 Monthly throughput, 000 TEU ULCT: newly built modern terminal with strong potential ULCT is located in a new large port cluster... Port cluster in Ust-Luga is the largest port infrastructure development in modern Russia Dynamic port cluster with a capacity of 180 million tons p.a., 13 different cargo terminals Constructed jointly with Eurogate (1), ULCT is the only dedicated container terminal in the port cluster Capacity of 440 thousand TEU (2) ULCT has a deep two-way access channel...in an attractive location for inland supply chains Ramp up of volumes at ULCT ULCT is ideally positioned to: service the industrial base around Moscow and beyond by rail compete for Baltic transit (3) due to shorter hinterland connections resulting in lower cost for customers Global Ports expertise in setting up block train logistic in VSC in the Far East will support ramp up of ULCT Testing mode H12 2H monthly average (1) Eurogate is European container-terminal group, operates ten sea terminals on the North Sea, in the Mediterranean region as well as on the Atlantic. Handled over 13.3 million TEUs in (2) Capacity can be expanded to 2.6 million TEU (3) Baltic States and Finland handled c.800,000 TEU of Russia bound container traffic in 2012, according to public sources 11

13 million TEU Significant synergies Network and berth efficiency gains by minimising double vessel calls to both FCT and PLP (1) Provides shipping lines with improved vessel turnaround times Operational synergies in St. Petersburg port FCT PLP More containers per ship increases terminal productivity and improves berth Utilisation Decreased CAPEX requirements More than 1.1 million TEU of available capacity (44% of 2012 throughput) post transaction to accommodate growth for years to come Potential to optimize OPEX Throughput and capacity Positive impact of operational synergies Eliminate duplication of head-office and key administrative functions at the terminal level Centralization of administration, procurement, insurance, repairs and maintenance, and other support functions Global Ports' Russian Ports Segment NCC Total 2012 Throughput Available capacity (1) Currently c. 75% of vessels call at both terminals 12

14 (2012) mln USD (2012) mln USD (2012) mln USD (2012) mln USD Enlarged GPI: selected illustrative combined financial metrics Revenue increase of 50% Adjusted EBITDA Margin expansion 65% 60% % Global Ports NCC Illustrative combined Global Ports NCC Illustrative combined Operating cash flow increase of 68% Low cash CAPEX (1) Global Ports NCC Illustrative combined Global Ports NCC Illustrative combined 20% 80% Less than 1% Global Ports Increased focus on containers (2012 Adjusted EBITDA by segment) Russian Ports Segment Oil Products Segment Finnish Ports Segment 11% 89% Less than 1% Illustrative Combined 13

15 2012, mln USD Strong cash flow and low CAPEX enables swift deleveraging Comfortable level of leverage (1) High OpCF and low CAPEX (in m USD) Global Ports NCC Acquisition financing Estimated Combined 424 Net Debt Adjusted EBITDA (2012) (3) 291 1, Net Debt/ Adjusted EBITDA 0.8x 5.6x 3.2x Global Ports NCC Illustrative combined Cashflows from operating activities 2012 Total cash capex 2012 Key terms of acquisition finance have been agreed Refinancing package for part of the combined debt portfolio is available Comfortable leverage and debt servicing post acquisition Strong cash flow from operating activities Reduced CAPEX due to significant available capacity Grace period on principal repayments No change in dividend policy Minimum 30% of imputed consolidated net profit to be distributed as dividends 424 Comfortable debt repayment schedule (2) Servicing of combined debt (incl. interest) Combined cash as of Combined OpCF <230 <170 < Cash 2H (1) Based on unaudited illustrative combined financial metrics (2) Non IFRS figures based on management accounts. Repayment profile assumes acquisition financing and refinancing of existing debt based on agreed key terms (3) Assuming USD 53.4 mln debt (including accrued interest) of ULCT to Eurogate to be converted to equity before closing 14

16 Transaction timeline Key transaction approval steps Global Ports Board of Directors Approved unanimously (including 2 INEDs) on 1 September 2013 Deutsche Bank provided fairness opinion to the Board Shareholders of Global Ports To approve issue of new shares at an EGM to be convened on 27 September, 75%+1 vote required Regulatory Anti-monopoly clearances required in Russia, Ukraine, Cyprus Government commission on Monitoring Foreign Investments in the Russian Federation UKLA Prospectus for enlarged Global Ports to be filed and approved by UKLA Board approval EGM on issue of new shares Regulatory approvals Prospectus approved Closing and settlement Integration (c. 12 months) 15

17 Global Ports creating the leading container terminal operator in Eastern Europe NCC is a premium asset... Highly profitable FCT is the #1 container terminal in Russia by capacity (1) and throughput (2) Recently launched ULCT expected to ramp up and create new market opportunities... producing substantial synergy potential post acquisition... Reduction of double calls in PLP and FCT is a win-win in efficiency for GPI and its clients Reduced CAPEX requirements Potential for reduction of overheads and centralisation of key functions...creating the leading container terminal operator in the region. Unparalleled network of seven container terminals in Russia with more than one million TEU of available capacity Increased exposure to Russian container handling market, one of the fastest growing container markets globally (3) Solid operating cash flow and reduced CAPEX requirements enabling quick deleveraging No change in dividend policy (1) NCC Group estimates (2) Source: ASOP (3) Source: Drewry 16

18 Appendices 17

19 Selected combined operational information (1) Capacity (end of the period) Russian Ports segment Finnish Ports segment Russian Container Terminal Capacity (excluding Yanino and LT inland) Annual container handling capacity (Thousand TEUs) PLP 1,000 VSC 550 MLT Kotka 90 Moby Dik 400 MLT (Helsinki) 270 Total Global Ports 1,950 Total 360 FCT 1,250 ULCT 440 Total NCC Total Global Ports (in Russia) & NCC 1,690 3,640 Yanino, inland container terminal Annual container handling capacity (Thousand TEUs) 200 Oil Products Terminal Segment Storage Capacity (in thousand cbm) 1,026 Annual general cargo capacity (Thousand tonnes) 400 LT, inland container terminal Total container capacity 200 (1) All information derived from management accounts 18

20 Selected combined operational information (1) (continued) Gross throughput Gross throughput Russian Ports segment Finnish Ports segment Global Ports containerised cargo (thousand TEUs) PLP 827 Containerised cargo (thousand TEUs) 178 VSC 397 Moby Dik 226 Total 2 1,450 Oil Products Terminal segment NCC containerised cargo (thousand TEUs) Oil products Gross Throughput (million tonnes) 10.4 FCT 1, ULCT 11 Number of employees (end of the period) Total 1,069 Total NCC and GPI containerised cargo 2,519 GPI Russian Ports 2,313 Oil Products Terminal 570 Finnish Ports 74 Non-containerised cargo Holding 27 Ro-ro (thousand units) 24 Total Global Ports 2,984 Cars (thousand units) 105 NCC Group 1,328 Bulk cargo (thousand tonnes) 1,217 Total Global Ports and NCC Group 4,312 (1) All information derived from management accounts (2) Total throughput of Russian Ports excludes the throughput of Yanino which, in 2011 and 2012 was 65 thousand TEUs and 63 thousand TEUs respectively. 19

21 NCC Group Income Statement Summary Income Statement, 2012 '000 USD Revenue 260, , ,291 Cost of sales (57,590) 64,322 67,817 Gross profit 202, , ,474 Depreciation and amortization expenses (18,045) (20,141) (33,400) Selling, general and administrative expenses (14,904) (15,147) (14,436) Operating profit 169, , ,638 Other (expenses)/income, net (6,777) 9,702 (6,154) Finance income/(costs) - net 1,195 (12,453) (24,131) Profit before income tax 164, , ,353 Income tax expense (22,776) (30,735) (27,680) Profit for the period 141, ,443 79,673 Profit attributable to: Owners of the Company 144, ,865 86,132 Non-controlling interests (2,881) (2,422) (6,459) Adjusted EBITDA (USD million) Adjusted EBITDA Margin 69.7% 72.7% 64.7% Source: NCC consolidated financial statements 20

22 NCC Group Consolidated Balance Sheet Summary Balance Sheet '000 USD 31-Dec Dec Dec-12 PP&E (incl. prepayments) 512, , ,478 Other non-current assets 875, , ,296 Cash and equivalents (1) 27,415 60,388 36,971 Other current assets 45, , ,893 Total assets 1,461,012 1,501,661 1,482,638 Capital and reserves 357, , ,844 Minority interest (8,005) (1,547) (8,229) LT borrowings 886, , ,800 Other non-current liabilities 30,493 30,474 36,953 ST borrowings 174,870 71, ,437 Other current liabilities 19,467 11,185 8,833 Total equity and liabilities 1,461,012 1,501,661 1,482,638 Source: NCC consolidated financial statements 1 including bank deposits with maturity over 90 days 21

23 NCC Group Cash Flow Statement Summary Cash Flow Statement '000 USD Cash generated from operations 183, , ,830 Interest paid (10,795) (77,226) (66,943) Tax paid (22,110) (30,357) (26,789) Net cash from operating activities 151, , ,098 Cash flow from investing activities Purchases of property, plant and equipment (45,212) (84,017) (18,490) Proceeds from disposal of property, plant and equipment Proceeds from loans receivable and time deposits 8, ,771 20,000 Payments of loans given and time deposits (713,649) (182,532) (33,000) Acquisition of subsidiary under common control - - (237) Interest received 1, ,010 Net cash used in investing activities (748,284) (44,413) (30,717) Net cash from/(used in) financing activities 576,427 (39,019) (98,635) Net increase/(decrease) in cash and cash equivalents (20,768) 38,787 (23,254) Cash and cash equivalents at the beginning of the year 48,362 27,415 60,388 Exchange gains/(losses) on cash and cash equivalents (179) (5,814) (163) Cash and cash equivalents at the end of the year 27,415 60,388 36,971 Source: NCC consolidated financial statements 22

24 Post Transaction Corporate Structure N-Trans 30.75% APM Terminals 30.75% Free Float 20.5% Ilibrinio Establishment Limited 9% Polozio Enterprises Limited 9% Global Ports 100% 100% 100% 80% 75% 100% 75% 75% 50% VSC PLP Moby FCT ULCT LT Dik Yanino Finnish Ports Vopak E.O.S. Russian Ports segment Entity Partner Share Partner Profile Vopak E.O.S. Royal Vopak 50% Global market leader in independent bulk liquid storage terminals 84 terminals in 31 countries worldwide 1 Moby Dik, Finnish Ports, Yanino Container Finance Ltd Oy Finnish investment company with extensive experience in transportation 25% in each Shareholder of door-to-door pan-european container transport company Containerships ULCT Eurogate 20% European container-terminal group, operates ten sea terminals on the North Sea, in the Mediterranean region as well as on the Atlantic Handled over 13.3 million TEUs in 2012 Source: Companies data. (1) As of 13 August

25 Terminals of enlarged Global Ports NCC Group FCT ULCT LT (inland) NCC Group total Capacity: 1,250,000 TEU (1) Commissioned : 1973 Throughput: 1,058 ths TEU (2012) Utilisation rate: 85% (2012) Capacity: 440,000 TEU (1) Commissioned: Dec 2011 Throughput: 21 ths TEU (1H 13) Utilisation rate: 10% (1H 13) Capacity: 200,000 TEU (1) Commissioned : 2010 Throughput: 113 ths TEU (2012) Utilisation rate: 57% (2012) Capacity: 1,890,000 TEU (1) Established: 2002 Throughput: 1,182 ths TEU (2012) Utilisation rate: 63% (2012) NCC is highly profitable and cash generative asset Adjusted EBITDA of USD 164 million (3), Adjusted EBITDA margin of 65% (3) Net cash flow from operating activity of USD 173 million (3) FCT is the #1 container terminal in Russia by throughput and capacity (2) ULCT is a newly built modern container terminal 140 km from St. Petersburg NCC has c. 620 thousand TEU of unutilised marine capacity in 2012 Additional c. 2.4 m TEU of capacity can be added Global Ports in Russian Baltic basin Moby Dik (1) Petrolesport (1) Yanino (inland) (1) Global Ports in Russian Baltic (1) Capacity: 400,000 TEU Capacity: 1,000,000 TEU Capacity: 200,000 TEU Capacity: 1,600,000 TEU (1) Container capacity in Russia only, excluding ro-ro, bulk and other cargoes (2) Based on 2012 data, according to Association of Sea Commercial Ports (ASOP); (3) Derived from of consolidated Financial Statements for the year ended 31.December 2012, cash flow from operating activities according to reclassified statements 24

26 FCT terminal overview The largest container terminal in Russia and the CIS by throughput (1) and capacity (2) Throughput in m TEU Capacity : Current m TEU Potential m TEU Terminal area 89 ha 4 operational berths of 780 m length, depth alongside 11.5 meters 3.3 km of railway tracks 2,905 reefer plugs Key characteristics Terminal layout (1) Based on 2012 data, according to Association of Sea Commercial Ports (ASOP); (2) Based on 2012 data, according to NCC Group estimates 25

27 ULCT terminal overview Key characteristics Terminal layout Operations started in December 2011 Capacity: Current thousand TEU Potential million TEU Terminal area: 50.4 ha Length of operational berths: 440 m, depth alongside: up to 13.5 m 5 railway tracks of 525m length (25 rail wagons) each 420 reefer plugs 26

28 Ukraine: large market, significant potential Key Baltic Sea container market players of Russia and Ukraine (3) Ukrainian market container throughput (1) Ilychevsk Capacity: 850,000 TEU HPC-Ukraine (HHLA) Capacity: 850,000 TEU Ukraine Novorossiysk Black Sea Turkey Russia NLE+NCSP (NCSP) Capacity: 440,000 TEU NUTEP (Delo) Capacity: 350,000 TEU TIS Capacity: 400,000 TEU 000 TEU CAGR 29% 1,252 CAGR 12% 1, Ukrainian container market Population of 46 million (2), sizeable import flows 736 thousand TEUs of containers were handled in Ukraine in 2012 Total capacity of Ukrainian terminals of 2.3 million TEU (1) Source: (2) Source: State statistic service of Ukraine (3) Based on public sources. Definitions for terms marked in this presentation with capital letters provided in the Appendices on pages

29 Definitions Adjusted EBITDA (a non-ifrs financial measure) in respect of Global Ports, is defined as profit for the period before income tax expense, finance income/(costs) net, depreciation of property, plant and equipment, amortization of intangible assets, other gains/(losses) net, impairment charge of property, plant and equipment and impairment charge of goodwill, and in respect of NCC Group, is defined as profit for the period before income tax expense, foreign exchange gains/(loss), net, finance costs, finance income and depreciation and amortization expenses adjusted further for the one-off nonrecurring VAT tax refund for previous periods as described in Note 8 of the NCC Group financial statements and certain other non-cash or one-off nonrecurring gains and losses included within other income/(expenses), net in Note 8 of the NCC Group financial statements.. Adjusted EBITDA Margin (a non-ifrs financial measure) is calculated as Adjusted EBITDA divided by revenue, expressed as a percentage. Average Storage Capacity is a storage capacity available at Vopak E.O.S. oil products terminals, averaged for the beginning and end of the year. Baltic Sea Basin: the geographic region of northwest Russia, Estonia and Finland surrounding the Gulf of Finland on the eastern Baltic Sea, including St. Petersburg, Tallinn, Helsinki and Kotka. Container Throughput in Russia is defined as total container throughput of the ports located in the Russian Federation excluding transit cargo volumes. Enlarged Group is the post acquisition GPI Group Far East Basin: the geographic region of southeast Russia, surrounding the Peter the Great Gulf, including Vladivostok and the Nakhodka Gulf, including Nakhodka on the Sea of Japan. Finnish Ports segment consists of two terminals in Finland, MLT Kotka and MLT Helsinki (in port of Vuosaari), in each of which Container Finance currently has a 25% effective ownership interest. The financial results of the Finnish Ports segment are proportionally consolidated. Fuel Oil Export Market is defined as the export of fuel oil from ports located in the Former Soviet Union countries. Gross Container Throughput represents total container throughput of a Group s terminal or a Group s operating segment shown on a 100% basis. For the Russian Ports segment it excludes the container throughput of the Group s inland container terminal, Yanino. Gross Throughput is throughput shown on a 100% basis for each terminal, including terminals held through joint ventures and proportionally consolidated. LTM Adjusted EBITDA (a non-ifrs financial measure) represents Adjusted EBITDA for the last twelve months. Net Debt (a non-ifrs financial measure) for Global Ports is defined as the sum of current borrowings and non-current borrowings, less cash and cash equivalents and bank deposits with maturity over 90 days and for NCC Group is defined as the sum of current loans and borrowings, current obligations under finance lease, non-current loans and borrowings, non-current obligations under finance lease, less cash and cash equivalents. Oil Products Terminal segment consists of the Group s 50% ownership interest in Vopak E.O.S. (in which Royal Vopak currently has a 50% effective ownership interest). The financial results of the Oil Products Terminal segment are proportionally consolidated. PLP includes Petrolesport OAO, OOO Farwater and various other entities (including some intermediate holdings) that own and manage a container terminal in St. Petersburg port, North-West Russia. The Group owns a 100% effective ownership interest in PLP. The results of PLP have been fully consolidated. 28

30 Definitions (continued) Revenue per CBM of Storage is defined as the total revenue of Oil Products Terminal segment (Vopak E.O.S.) for a respective period divided by Average Storage Capacity during that period. ROCE (Return on capital employed, a non-ifrs financial measure) is defined as operating profit adjusted for impairment for the last twelve months divided by the sum of Net Debt and total equity, averaged for the beginning and end of the last twelve month period. Ro-Ro, roll on-roll off: cargo that can be driven into the belly of a ship rather than lifted aboard. Includes cars, buses, trucks and other vehicles. Russian Ports segment consists of the Group s 100% interest in PLP, 100% interest in VSC, and 75% interest in Moby Dik and Yanino (in each of which Container Finance currently has a 25% effective ownership interest). The financial results of Moby Dik and Yanino are proportionally consolidated and the financial results of VSC and PLP are fully consolidated. Operating Cash Costs of Russian Ports is defined as Cost of sales and administrative, selling and marketing expenses of Russian Ports segment for the period less (a) depreciation of property, plant and equipment, (b) amortisation of intangible assets, (c) impairment of property, plant and equipment and (d) impairment of goodwill. Operating Cash Costs of Oil Products Terminal is defined as Cost of sales and administrative, selling and marketing expenses of Russian Ports segment for the period less (a) depreciation of property, plant and equipment, (b) amortisation of intangible assets, (c) impairment of property, plant and equipment and (d) impairment of goodwill. TEU is defined as twenty-foot equivalent unit, which is the standard container used worldwide as the uniform measure of container capacity; a TEU is 20 feet (6.06 metres) long and eight feet (2.44 metres) wide and tall. Total Operational Cash Costs is defined as total Cost of sales and administrative, selling and marketing expenses for the period less (a) depreciation of property, plant and equipment, (b) amortisation of intangible assets, (c) impairment of property, plant and equipment and (d) impairment of goodwill. Revenue per Tonne of Throughput is defined as the total revenue of Oil Products Terminal segment for a respective period divided by Oil Products Terminal segment s Gross Throughput in tones. Vopak E.O.S. includes AS V.E.O.S. and various other entities (including an intermediate holding) that own and manage an oil products terminal in Muuga port near Tallinn, Estonia. The Group owns a 50% effective ownership interest in Vopak E.O.S.. The remaining 50% ownership interest is held by Royal Vopak. The results of Vopak E.O.S. have been proportionally consolidated. VSC includes Vostochnaya Stevedoring Company OOO and various other entities (including some intermediate holdings) that own and manage a container terminal in Vostochny port near Nakhodka, Far-East Russia. The Group owns a 100% effective ownership interest in VSC. 29

31 Mikhail Grigoriev INVESTOR RELATIONS Phone: Web: 30