Finnlines - Company Announcement

Agreement between Grimaldi Group S.p.A. and Keskinäinen Eläkevakuutusyhtiö Ilmarinen

Helsinki, Finland, 2015-10-12 07:00 CEST (GLOBE NEWSWIRE) -- Finnlines Plc     
                                                        Stock Exchange Release
12 October 2015 at 8:00 



AGREEMENT BETWEEN GRIMALDI GROUP S.P.A. AND KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ
ILMARINEN 

Finnlines Plc (ID 0201153-9) (“Finnlines”) has on 9 October 2015 become aware
of an agreement between Grimaldi Group S.p.A. (”Grimaldi”) and Keskinäinen
Eläkevakuutusyhtiö Ilmarinen (”Ilmarinen”) which pertains to the
transferability of one share owned by Ilmarinen in the company and the use of
the relevant voting right. 

Grimaldi Euromed S.p.A. has pursuant to information made public on 9 October
2015 acquired from Ilmarinen 5,449,032 shares in Finnlines which corresponds to
10.58 per cent of all the shares and votes in Finnlines. Ilmarinen remains the
holder of one share (the “Remaining Share”) in Finnlines following execution of
the contract. 

In connection with the aforementioned transaction Grimaldi and Ilmarinen have
agreed that Grimaldi has the right to purchase the Remaining Share from
Ilmarinen within sixty (60) days after a certain minimum dividend action, which
Finnlines has disclosed information about on 12 December 2012 (the “Dispute”),
has been finally resolved by the Supreme Court with binding effect and without
right to appeal (the “Call Option”). Ilmarinen has a corresponding right to
require Grimaldi to purchase the Remaining Share (the “Put Option”). 

In addition, the parties have agreed that Grimaldi abstains from commencing any
measures for the redemption of the Remaining Share pursuant to Chapter 18 of
the Finnish Companies Act (624/2006, as amended) prior to the Call Option
expiring and that Ilmarinen abstains from commencing any measures for demanding
Grimaldi to redeem the Remaining Share pursuant to Chapter 18 of the Finnish
Companies Act (624/2006, as amended) prior to the Put Option expiring. The
parties have also undertaken not to take any measures which would interfere
with the Dispute, or which would cause any danger of creating a situation where
the Supreme Court would not render a final and binding decision in the Dispute.
In its action Ilmarinen had objected to the decision of Finnlines' Annual
General Meeting held on 20 May 2008 concerning minimum dividend and demanded
that the resolution be amended so that the minimum dividend paid should have
been 17,181,000 euros instead of 180,216.39 euros. 

Finnlines has acquainted itself with the Agreement.

Ilmarinen has undertaken, inter alia, not to acquire any additional shares in
Finnlines until the ownership of the Remaining Share has been transferred to
Grimaldi. 

Further information: Tapani Voionmaa, Group General Counsel, tel. +358 50 565
5207 



Finnlines Plc

Tom Pippingsköld                                                   Tapani
Voionmaa 
CFO                                                                            
  Group General Counsel 





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About Finnlines

Finnlines is a leading shipping operator of ro-ro and passenger services in the
Baltic Sea and the North Sea. The Company is listed on the NASDAQ OMX Helsinki
Ltd and is a part of the Grimaldi Group, one of the world's largest operators
of ro-ro vessels and the largest operator of the Motorways of the Sea in Europe
for both passengers and freight. This affiliation enables Finnlines to offer
liner services to and from any destination in the Mediterranean, West Africa as
well as the Atlantic coast of both North and South America. 

www.finnlines.com