Finnlines - Company Announcement

Finnlines Plc's rights issue

Finnlines Plc 		STOCK EXCHANGE RELEASE		26 May 2009

Not for release in the United States, Canada, Australia, Hong Kong or Japan

The Board of Directors of Finnlines Plc (”Company”) has today resolved, based
on the share issue authorization granted by the Annual General Meeting of 15
April 2009, upon a rights issue, in which the Company offers up to 6 781 993
Company shares to be subscribed for by the shareholders based on their
pre-emptive subscription rights so that each shareholder of the Company has the
pre-emptive right to subscribe for new shares, in accordance with the terms and
conditions of the  rights issue presented hereafter, for the subscription price
of EUR 5.50 per share in proportion to the number of shares in the Company they
already hold. Hence, the total amount of the Rights Issue amounts to up to EUR
37.3 million. The Shares offered for subscription in the Rights Issue represent
at maximum approximately 16.7 per cent of the total number of the Company's
shares immediately prior to the Rights Issue. 

The Shares will be offered to the shareholders of the Company for subscription
in proportion to their shareholdings on 29 May 2009. A shareholder of the
Company, who has been registered on the record date 29 May 2009 (hereinafter
“Record Date”) to the shareholders register maintained by Euroclear Finland Oy,
will automatically receive one (1) freely transferable Subscription Right as a
book-entry for each share owned on the Record Date (“Subscription Right”). The
Subscription Rights are subject to public trading on NASDAQ OMX Helsinki Ltd.
(“Helsinki Stock Exchange”) during the period 4 June - 10 June 2009. 

A shareholder of the Company, or a person or an entity to whom such
shareholder's Subscription Rights have been transferred, is entitled to
subscribe for one (1) New Share for every six (6) Subscription Rights. 

The subscription period commences on 4 June 2009 at 9:30 a.m. and expires on 17
June 2009 at 4:30 p.m. 

Grimaldi Group has undertaken to ensure that New Shares are subscribed in the
Rights Issue amounting to a value of EUR 24 221 659. The subscription
undertaking given by Grimaldi Group, concerns 4 403 938 New Shares. 

The reason for the Rights Issue is the repayment of the hybrid loan which the
Company issued in spring 2009, the strengthening of the Company's capital
structure and the working capital financing. 

The detailed terms and conditions are set out in the appendix of this stock
exchange release. 

The prospectus in accordance with the Finnish Securities Market Act relating to
the offering will be published on or about 2 June 2009 at the latest. 

The Company will publish the results of the Rights Issue by a stock exchange
release on or about 23 June 2009. 

Finnlines Plc

Board of Directors


Distribution
Nasdaq OMX Helsinki Ltd
Main Media

Disclaimer

The rights issue shall be governed by the laws of Finland. No action has been
taken, except solely in Finland, in order to register the Subscription Rights,
the shares or the rights issue or for the general offering of shares. The
Subscription Rights or shares may not be, directly or indirectly, offered,
sold, resold, transferred or delivered in such countries or jurisdictions or
otherwise in such circumstances in which it would be unlawful or require
measures other than those required under Finnish laws including the United
States of America, except for the exceptions to registration obligation allowed
by the securities laws of the United States of America and its states,
Australia, Canada, Hong Kong and Japan. This document or the prospectus in
accordance with the Finnish Securities Market Act may not be delivered to
persons in the above-mentioned countries and it must not be copied in any way
whatsoever and the registering of a Subscription Right to a book-entry account
in Finland for shareholders residing in the above-mentioned countries or other
persons is not an offer to sell or purchase Subscription Rights or shares to
these persons. The Company requires that the respective persons inform
themselves of and observe all such restrictions. The Company or the Company's
representatives do not have any kind of legal responsibility for such
violations whether or not such restrictions were known to prospective
investors.  The Company reserves the right to, in its sole discretion reject
any type of share subscription, which the Company believes would cause the
violation or breach of legislation, rule or regulation. 


APPENDIX: DETAILED TERMS AND CONDITIONS OF RIGHTS ISSUE


Rights Issue Authorisation of the General Meeting of the Company

On 15 April 2009, upon the proposal of the Board of Directors, the Annual
General meeting of the Company authorised the Company's Board of Directors to
resolve upon a rights issue in one or several instalments. Upon the
authorisation, the Board of Directors may resolve to issue a maximum of 20 000
000 new shares. 

According to the authorisation of the General Meeting, the Board of Directors
decides upon all the terms and conditions of the offering. The authorisation
also includes the right to issue shares in deviation from the shareholders'
pre-emptive subscription right. The authorisation is in force until the Annual
General Meeting of 2010. 

Rights Issue Resolution of the Board of Directors

On 26 May 2009, the Board of Directors of the Company decided upon the Offering
on the basis of the authorisation granted by the Annual General Meeting held on
15 April 2009, in which Offering the Company offers a maximum of 6 781 993 new
shares (“New Shares” or “Shares”) to shareholders for subscription based on the
shareholders' pre-emptive subscription rights (hereinafter the “Rights Issue”
or the “Offering”) so that the shareholders of the Company have the pre-emptive
right to subscribe the New Shares with subscription price of EUR 5.50 per
share. The Shares offered for subscription in the Rights Issue represent at
maximum approximately 14.3 per cent of all shares of the Company after the
Rights Issue. 

Subscription right

The shares will be offered to the shareholders of the Company for subscription
in proportion to their shareholdings dated as of 29 May 2009. The shareholder
of the company, who has been registered on the record date 29 May 2009
(hereinafter “Record Date”) to the shareholders' register maintained by
Euroclear Finland Oy (hereinafter “Euroclear”), will automatically be allocated
one (1) freely transferable Subscription Right as a book-entry (ISIN code
FI0009503114) for each one (1) share owned on the Record Date (“Subscription
Right”). 

A shareholder of the company, or a person or an entity to whom such
shareholder's Subscription Rights have been transferred, is entitled to
subscribe for one (1) New Share for every six (6) Subscription Rights. 

Subscription Undertakings

Grimaldi Group has undertaken to ensure that New Shares are subscribed in the
rights issue of a value of EUR 24 221 659. The subscription undertaking given
by Grimaldi Group concerns 4 403 938 New Shares, which accounts for a total of
64.9 per cent of the New Shares. 

Subscription price

The subscription price for the shares in the Offering is EUR 5.50 per Share
(“Subscription Price”). EUR 2.00 from the subscription price of each share
shall be entered into the share capital and the rest into the fund of free
unrestricted equity. The subscription price of the share is 13.2 per cent lower
than the closing price for the last day preceding the decision on the share
issue. 

Subscription period

The Subscription period commences on 4 June 2009 at 9:30 a.m. and expires on 17
June 2009 at 4:30 p.m (“Subscription Period”). 

Exercise and Payment of subscriptions

The holder of the Subscription Rights may participate in the Offering by
subscribing for Shares pursuant to the Subscription Rights registered on his or
her book-entry account and by paying the Subscription Price. Six (6)
Subscription Rights entitles to subscribe for one (1) New Share. In order to
exercise a subscription, the holder of the Subscription Rights shall submit a
subscription assignment in accordance with the instructions given by his or her
own account operator. Shareholders or Subscription Right holders who do not
receive instructions from their account operator, may be in contact with SEB
Trading Operations (tel. +358 9 6162 8037) from where such shareholders receive
all necessary information in order to make a subscription assignment. 

The account operators, which have entered into agreement with Skandinaviska
Enskilda Banken AB (publ), Helsinki branch (“SEB”) in order to act as an
intermediary in their clients' subscriptions, will accept subscription
assignments of the Rights Issue. The account operators may set a time limit for
exercising the subscription, which is prior to the expiration of the
Subscription Period. The Subscription Price of the shares shall be paid in full
at the time of subscription in accordance with the instructions given by the
account operator or SEB Trading Operations. 

Shareholders or other investors participating in the Offering, whose shares or
Subscription Rights are held through a nominee, shall submit their subscription
assignment in accordance with the instructions given by the nominee. Any
subscription exercised through the Subscription Right is irrevocable and it may
not be modified or cancelled, except in the circumstances presented under
section “Cancellation of subscriptions under certain circumstances”. 

Any unexercised Subscription Rights at the end of the Subscription Period on 17
June 2009 will expire having no value. 

Cancellation of subscriptions under certain circumstances

Investors, who have subscribed for shares after the Finnish Financial
Supervisory Authority has approved the Prospectus, are entitled to cancel their
subscription according to the Finnish Securities Market Act in the event the
Offering is supplemented due to a material mistake or inaccuracy relating to
the information in the Offering, which would affect the assessment of the
shares. The subscription must be cancelled within two (2) banking days from the
publication of the supplement to the Offering. The Finnish Financial
Supervisory Authority has, for a special reason, the right to decide that the
cancellation period be four (4) banking days at the most. 

The company will announce the procedures allowing for the cancellation of
subscriptions together with any such supplement to the Prospectus through the
publishing of a stock exchange release. 

Public trading of the Subscription Rights

The Subscription Rights are on public trading at the Helsinki Stock Exchange
between 4 June 2009 and 10 June 2009 during normal trading hours. 

Approval of the subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant
to the Subscription Rights described in the Securities Note made in accordance
with the terms and conditions of the Rights Issue and applicable laws and
regulations valid at the end of the Subscription Period. 

The Company will publish the results of the rights issue by a stock exchange
release on or about 23 June 2009. 

Registration of the New Shares into the book-entry accounts

Any New Shares that are subscribed for along with the Subscription Rights will
be issued in a book-entry form into the book-entry system maintained by
Euroclear. The New Shares will be recorded on the subscriber's book-entry
account after the subscription as interim shares (ISIN code FI0009016281),
representing the shares of the Company. The interim shares will be combined
with the Company's existing class of shares (ISIN code FI0009003644), when the
New Shares have been registered with the Trade Register. Such combination is
expected to occur on or about 25 June 2009. 

Shareholder rights

The New Shares will entitle to the possibly distributed full Company dividend
and other shareholder rights in the Company after the New Shares have been
registered with the Trade Register on or about 25 June 2009. 

Dilution of ownership

Up to 6 781 993 New Shares are offered for subscription in the Rights Issue.
The New Shares to be issued in the Rights Issue represent maximum of
approximately 16.7 per cent of the total number of shares in the Company
immediately prior to the Rights Issue, and maximum of approximately 14.3 per
cent after the completion of the Rights Issue, assuming the Offering is fully
subscribed. 

Share capital

Pursuant to the Articles of Association of the Company, the minimum share
capital of the Company is EUR 50 million and the maximum share capital EUR 200
million, representing the limits within the share capital may be increased or
decreased without amending the Articles of Association. The share capital of
the Company is EUR 81 383 916.00 divided into 40 691 958 shares. If the
Offering shall be entered into the share capital in full, the increase in the
share capital will be EUR 13 563 986 and 6 781 993 shares. 

Applicable law and dispute resolution

The Rights Issue and the New Shares shall be governed by the Finnish law. Any
disputes arising in connection with the issue shall be settled by the court of
jurisdiction in Finland. 

Other matters

The Board of Directors of the Company shall resolve on other matters and
practicalities relating to the Rights Issue.