Combined Corporate Management Declaration and Corporate Governance Report

The following declaration by the Executive Board and the Supervisory Board contains the combined Corporate Management Declaration for HHLA and the Group in accordance with Section 289a HGB or Section 315 (5) in conjunction with Section 289a HGB respectively, as well as the Corporate Governance Report in accordance with Section 3.10 of the German Corporate Governance Code (hereafter “the Code” or “GCGC”). It includes in particular the current declaration of compliance of the Executive Board and Supervisory Board, relevant practices of corporate management that go beyond the statutory requirements, details regarding the composition and functions of the Executive Board, the Supervisory Board and the Supervisory Board committees of HHLA, the targets to promote the participation of women in leadership positions in accordance with Section 76 (4) and Section 111 (5) AktG, the achievement of minimum quotas for the number of men and women on the Supervisory Board, as well as details regarding other material corporate governance structures.

Implementation of the Code

Corporate governance stands for the responsible management and control of a company aimed at creating sustainable value. The management and corporate culture of HHLA and the Group complies with statutory provisions and – with only a few exceptions – the recommendations and most of the suggestions contained in the Code. HHLA’s Supervisory Board and Executive Board expressly support the Code and the objectives and purposes that it pursues. Responsible and transparent corporate management geared towards sustainable creation of value has always been an essential foundation of HHLA’s commercial success.

The Executive Board and Supervisory Board once again took great care to ensure the Code’s standards were met in the 2016 financial year and submitted their annual declaration of compliance in accordance with Section 161 AktG after conducting the annual review of compliance with the recommendations and suggestions of the Code in December 2016. The current declaration of compliance is printed below. It can also be viewed by shareholders and the public on HHLA’s website at www.hhla.de/corporategovernance together with the declarations of compliance relating to previous years.

Declaration of Compliance in Accordance with Section 161 of the German Stock Corporation Act (AktG)

The Executive and Supervisory Board submitted the following joint declaration of compliance in accordance with Section 161 AktG in December 2016:

“The Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG hereby state after due examination that since 9 December 2015 (the date on which the previous declaration of compliance was issued), HHLA complied and shall comply in the future with the recommendations of the German Corporate Governance Code (‘the Code’ or ‘GCGC’) in the version dated 5 May 2015 and published in the Federal Gazette on 12 June 2015 with the following exceptions:

a) Section 4.2.3 of the Code specifies that in concluding ­Executive Board contracts care is to be taken to ensure that payments made to an Executive Board member on premature termination of contract without serious cause or as a result of change of control do not exceed certain levels (severance payment caps) and that the severance payment cap in question is based on the total remuneration for the previous year and, where applicable, on the probable total compensation for the current financial year. These recommendations have not yet been fully implemented in two of the Executive Board contracts currently in force until 31 December 2016. An adjustment of these old contracts appeared to be impracticable as the contracts were concluded for a fixed term and cannot be unilaterally modified. However, the requirements were observed in the course of all extensions of contracts and conclusions of new contracts. Therefore, upon the coming into force of the latest renewed Executive Board contracts on 1 January 2017, HHLA will fully comply with the recommendation.

b) Section 4.2.2 (2) sentence 3 of the GCGC recommends that the Supervisory Board, in determining the remuneration of the Executive Board, takes into account the relationship of the remuneration of the Executive Board to the remuneration of the senior management and the headcount in general, including its development over time. The Supervisory Board determines where to draw the line between the senior management and the relevant headcount for the sake of its comparison. Section 4.2.3 paragraph 2 sentence 6 GCGC requires that total ­remuneration for members of the Executive Board and the individual variable components of remuneration be capped. Furthermore, Section 4.2.3 (3) of the GCGC recommends that for pension schemes, the Supervisory Board shall establish the level of provision aimed for in each case – also considering the length of time for which the individual has been an Executive Board member – and take into account resulting annual and long-term expense for the company. These recommendations have also not yet been fully implemented in the two aforementioned Executive Board contracts for the above-mentioned reasons. However, these recommendations were also observed in the course of the extension of the contracts and new contracts, so that the recommendations are fully complied with as of 1 January 2017.

c) According to Section 7.1.2 of the Code, half-yearly and any quarterly financial reports shall be discussed by the ­Executive Board with the Supervisory Board or its Audit Committee prior to publication. HHLA does not comply with this recommendation because compiling the half-year financial report and the interim statements on the basis of individual segment reporting for the A and S divisions takes more time than for companies with only one type of shares. As a result, an effective prior discussion by the Supervisory Board or its Audit Committee cannot be assured at present. In order to increase the level of detail and frequency in which the company’s reports are examined, the half-year financial report and the ‘additional financial information’ in the interim statements were reviewed by the auditors. It is intended to continue such reviews in the future.

Hamburg, 9 December 2016

Hamburger Hafen und Logistik Aktiengesellschaft
The Executive Board
The Supervisory Board”

Function of the Executive Board and the Supervisory Board

Division of Responsibilities between the Executive Board and the Supervisory Board

In accordance with the stipulations of German stock corporation law, HHLA has a dual system of management with an Executive Board and a Supervisory Board as management bodies, both of which have their own defined areas of competence. This system is characterised by having separate personnel to carry out the management and supervision functions: the Executive Board manages the company on its own responsibility, while the Supervisory Board monitors the Executive Board and advises the Executive Board on relevant management matters. Simultaneous membership in both bodies is not permissible. HHLA’s Executive Board and Supervisory Board work closely together for the company’s benefit in an atmosphere of mutual trust.

Composition and Function of the Executive Board

The Executive Board manages the company’s business under the joint responsibility of its members. It determines the company’s goals, its fundamental strategic orientation and Group policy and organisation. These tasks include, in particular, steering the Group and managing its financing, developing a personnel strategy, appointing and developing managers and representing the company before the capital markets and the general public. It is also responsible for appropriate risk management and controlling within the company.

HHLA’s Executive Board currently consists of four members. In the period from 1 October 2016 (appointment of Ms. Titzrath) to 31 December 2016 (departure of Mr. Peters), the Executive Board temporarily had five members. see also Note 49 of the Notes to the Consolidated Financial Statements, Board Members and Mandates In accordance with Article 8 of the articles of association, the Executive Board must consist of at least two members. The Executive Board’s members are appointed by the Supervisory Board. The Executive Board assumes management responsibility as a collegial body. Regardless of the overall responsibility to manage the company, the individual members of the Executive Board also bear responsibility for the departments in accordance with Executive Board resolutions. The schedule of responsibilities states which Executive Board members are responsible for which departments. see also Group Structure

The Executive Board provides the Supervisory Board with regular, timely and comprehensive information on all matters that are relevant for the company or the Group. These include, in particular, the intended business policy, profitability, the current position and course of business, planning, the current risk position, risk management and compliance for both the Group and the company in each case. The Executive Board must notify the Chairman of the Supervisory Board without undue delay of any important events of fundamental significance for the assessment of the position and development or the management of the company or the Group, including between meetings. These include, inter alia, operational malfunctions and illegal actions that disadvantage the company or a Group affiliate. Certain decisions and transactions of fundamental importance require the approval of the Supervisory Board in accordance with the Executive Board’s rules of procedure.

Conflicts of interests concerning members of the Executive Board must be immediately disclosed to the Supervisory Board. Other members of the Executive Board must also be informed. Executive Board members may only take on other duties, especially supervisory board posts at companies outside the Group, with the approval of the Supervisory Board. Transactions of material importance between Group companies and members of the Executive Board and parties and companies related to them also require the approval of the Supervisory Board. All such transactions must be performed on an arm’s length basis. There were no transactions of this nature in the reporting period. There were also no conflicts of interest in the year under review.

The Executive Board’s work is outlined in more detail in the rules of procedure compiled by the Supervisory Board for the Executive Board. The rules, inter alia, state that decisions on fundamental organisational questions, business policy and corporate planning are to be made by the Executive Board as a whole. The rules also provide that decisions and transactions of considerable importance for the company must be discussed and decided upon together and that certain decisions and transactions of fundamental importance require the prior approval of the Supervisory Board.

The company has taken out D&O insurance for the members of the Executive Board that meets the requirements of Section 93 (2) sentence 3 of the German Stock Corporation Act (AktG).

Composition and Function of the Supervisory Board

The Supervisory Board decides on the composition of the Executive Board, oversees the Executive Board’s management of the company, advises it on company management, and is involved in fundamental and important decisions. Decisions and transactions of fundamental importance require the approval of the Supervisory Board in accordance with the Executive Board’s rules of procedure. Its other main tasks include the examination and adoption of the Annual Financial Statements and the approval of the Consolidated Financial Statements. The tasks and the internal organisation of the Supervisory Board and its committees are based on the law, the articles of association, which are available on HHLA’s website at www.hhla.de/corporategovernance, and the Supervisory Board’s rules of procedure. In addition, the Code also contains recommendations on the Supervisory Board’s work.

The composition of the Supervisory Board is based on the company’s articles of association as well as Sections 95 and 96 of the German Stock Corporation Act (AktG) and Section 7 of the German Co-Determination Act (MitbestG): The Supervisory Board consists of six shareholder representatives elected by the Annual General Meeting and six employee representatives elected in accordance with the German Co-Determination Act (MitbestG). Unless the Annual General Meeting specifies a shorter period of office, Supervisory Board members are elected for a period ending with the Annual General Meeting that passes a resolution discharging the Board for the fourth financial year following the start of its term of office. The financial year in which the term of office begins is not included.

The Supervisory Board carries out its work both in full council and in committees. The individual committees and their responsibilities are laid down in the Supervisory Board’s rules of procedure. The chairpersons of the committees regularly report on the work of their respective committees at the following Supervisory Board meeting. There are currently a total of six committees: the Finance Committee, the Audit Committee, the Personnel Committee, the Nomination Committee, the Arbitration Committee and the Real Estate Committee.

• The Finance Committee prepares Supervisory Board meetings and resolutions of major financial importance, such as resolutions to be adopted concerning significant borrowing and lending, the assumption of guarantees for third-party liabilities, financial investments and other financial transactions. It also deals with planning and investment issues, such as the budget and medium-term planning.
• The Audit Committee monitors accounting, the accounting process and the effectiveness of the audit of the financial statements. It also prepares the Supervisory Board’s resolution proposal to the Annual General Meeting on the election of the auditor. The Audit Committee is responsible for the selection procedure if there are plans to rotate the auditor. After the auditor has been elected by the Annual General Meeting, it awards the audit assignment for the Consolidated Financial Statements and the Annual Financial Statements. It also deals with the fee agreements and determines which areas the audits should focus on. It continually monitors the independence of the auditor and discusses the risks to the auditor’s independence as well as the prevention measures taken to mitigate these risks. In this connection, the Audit Committee is also responsible for monitoring and approving the additional services provided by the auditor in addition to the audit of the financial statements (non-audit services). Other focus areas of its work include monitoring the effectiveness of the internal control system, the risk management system, the internal audit system and the compliance management system.
• The Personnel Committee prepares the personnel decisions to be taken by the Supervisory Board, ensures together with the Executive Board that a long-term succession plan is in place and takes account of diversity considerations in the Executive Board’s composition. It prepares the Supervisory Board resolution specifying the remuneration of the Executive Board and the examination of the remuneration system for the Executive Board and handles the Executive Board contracts, provided the German Stock Corporation Act (AktG) does not require the full council of the Supervisory Board to handle these responsibilities.
• The Personnel Committee also fulfils the role of Nomination Committee, which consists solely of its shareholders’ representatives when performing this role. In line with the statutory requirements, the recommendations of the Code and the targets adopted by the Supervisory Board regarding its composition, the Nomination Committee proposes suitable candidates to the Supervisory Board to stand for election at the Annual General Meeting as shareholder representatives on the Supervisory Board. During its deliberations, the Nomination Committee also ensures that the candidate is able to devote the necessary amount of time to the role.
• The Arbitration Committee was constituted for the purposes laid down in Section 31 (3) of the German Co-Determination Act (MitbestG). Its task is to make proposals for appointing members of the Executive Board if the statutory majority of two thirds of the Supervisory Board members’ votes is not reached after the first round of voting.
• As HHLA is divided into the two subgroups Port Logistics (A division) and Real Estate (S division), a Real Estate Committee was constituted for the latter. This committee receives all Executive Board reports on behalf of the Supervisory Board and is involved in discussing all affairs that relate to the Real Estate subgroup. It also decides on whether to grant Supervisory Board approval for all legal transactions that require such approval and all other matters that affect the Real Estate subgroup, either primarily or in their entirety. In addition, the Real Estate Committee is responsible for examining and preparing the Supervisory Board’s decision on the adoption of the Annual Financial Statements and the approval of the Consolidated Financial Statements, insofar as these relate to the affairs of the Real Estate subgroup. It is also responsible for preparing the Supervisory Board’s decision on appropriating the distributable profit of the Real Estate division based on the Executive Board’s proposal.

Further information on the Supervisory Board work and the Supervisory Board committees, as well as the Supervisory Board’s cooperation with the Executive Board in the reporting period, can be found in the Report of the Supervisory Board. see also Report of the Supervisory Board Further information on the composition of the Executive Board, the Supervisory Board and the Supervisory Board committees can be found in the Notes to the Consolidated Financial Statements. see also Note 49 of the Notes to the Consolidated Financial Statements, Board Members and Mandates

Regulations on preventing and dealing with conflicts of interest are laid out in the Supervisory Board’s rules of procedure. see also Objectives of the Supervisory Board The Supervisory Board provides information on conflicts of interest and their treatment in its report to the Annual General Meeting. see also Report of the Supervisory Board No former members of HHLA’s Executive Board sit on the Supervisory Board.

The company has arranged for D&O insurance for the members of the Supervisory Board that complies with Section 3.8 of the Code.

Objectives of the Supervisory Board for its composition

The HHLA Supervisory Board must always be composed in such a way that its members have the necessary knowledge, skills and industry expertise to fulfil their responsibilities properly. In addition, the members as a whole must be familiar with the sector in which the company operates and at least one member of the Supervisory Board must have expertise in the fields of accounting or the auditing of financial statements. The same applies to the composition of the Audit Committee. In addition, Section 5.4.1 of the Code (in the version dated 5 May 2015) calls for specific objectives to be defined regarding the Supervisory Board’s composition. Whilst considering the specifics of the enterprise, these should take into account the international activities of the company, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of Section 5.4.2 of the Code, an age limit to be specified and a regular limit of length of membership to be specified for the members of the Supervisory Board, as well as diversity.

HHLA’s Supervisory Board updated the corresponding targets at its meeting on 9 December 2015. The following objectives have been defined for the composition of the Supervisory Board:

• Diversity should be taken into account in the composition of the Supervisory Board. Diversity in the Supervisory Board is – inter alia – reflected by the different career paths and fields of activity of its members who can draw on a wide range of different experiences (such as industry experience). With regard to the appropriate inclusion of women on the Supervisory Board, the company continues to pursue the medium-term goal – beyond the statutory requirements – of increasing the proportion of female shareholder representatives to at least 40 %.
• International orientation also plays a role when appointing members to the Supervisory Board. Due to HHLA’s business model, the company’s operations have a predominantly regional and local focus, which means that it is currently not of paramount importance that members have extensive relevant experience of managing international companies. However, some of the members of the company’s Supervisory Board are in possession of such experience. This will also be strived for the future.
• Regarding an age limit for members of the Supervisory Board, the rules of procedure of HHLA’s Supervisory Board (Section 7 (1) sentence 3) stipulate that only candidates who are under the age of 70 at the time of election should stand for election or re-election as members of the company’s Supervisory Board.
• According to Section 7 (1) sentence 5 of the rules of procedure, membership of the Supervisory Board should generally not exceed three terms of office.
• Regulations on how to prevent and deal with potential conflicts of interest can be found under Section 7 (2) and (3) of the Supervisory Board’s rules of procedure. These stipulate that members of the Supervisory Board may not hold a seat on an executive body of any organisation in direct competition with the company, nor fulfil an advisory role for such organisations. Moreover, Supervisory Board members that are on the executive board of a listed company may not serve on the supervisory boards of more than three listed companies (including HHLA) or on supervisory board committees at third-party companies with similar duties. Each member of the Supervisory Board is obliged to disclose any conflicts of interest to the Supervisory Board as a whole, especially conflicts that may arise as a result of an advisory role or seat on an executive body involving customers, suppliers, creditors or other third parties. If a member of the Supervisory Board has significant conflicts of interest that are not merely temporary, this should result in the termination of his/her period of office. The Supervisory Board notifies conflicts of interest that have arisen and on how these have been handled in its report to the Annual General Meeting. see also Report of the Supervisory Board
• Beyond the regulations listed in the rules of procedure regarding the prevention and treatment of potential conflicts of interest, the Supervisory Board should include at least two independent members from among the shareholder’s representatives. In the view of the Supervisory Board, this currently corresponds to the structure of equity investments, business sectors and, by extension, HHLA’s specific situation. Moreover, it is the opinion of the Supervisory Board that employee representatives should not automatically be considered independent either. It is important to consider the specific circumstances in each case.

The current composition basically fulfils the stated targets. The Supervisory Board comprises members with different career paths and a wide range of experience. The age limit was not exceeded by any member at the time of their election. No member has served more than three terms of office on the Supervisory Board. In addition to Prof. Dr. Peer Witten, Chairman of the Supervisory Board and long-serving former member of the Executive Board of the Otto Group, the Supervisory Board includes a further independent member in Dr. Norbert Kloppenburg. Dr. Kloppenburg also has expert knowledge and experience in the fields of accounting, auditing and internal control processes and therefore fulfils the requirements in Sections 100 (5) and 107 (4) AktG and Section 5.3.2 sentences 2 and 3 of the Code.

Shareholders and Annual General Meeting

Shareholders exercise their rights, in particular their voting rights, at the Annual General Meeting. The Annual General Meeting is held in Hamburg, another major German city or the seat of a German stock exchange to which the company’s shares have been admitted for trading, within the first eight months of each financial year. Each share entitles its holder to one vote at the Annual General Meeting. There are no shares with multiple voting rights, no preference shares and no caps on voting rights.

Shareholders may exercise their voting rights at the Annual General Meeting in person, by appointing a representative of their choice or by giving voting instructions to a proxy designated by the company. The articles of association also authorise the Executive Board to allow shareholders to cast their vote in writing or by means of electronic communication (postal vote). The invitation to the Annual General Meeting includes explanations of the participation conditions, the voting procedure (including proxy voting) and the rights of shareholders. In addition, the company has a telephone hotline for shareholders’ questions. The reports and documents required by law for the Annual General Meeting, including the Annual Report, are published on the company’s website at www.hhla.de/agm together with the agenda. Information on attendance at the Annual General Meeting and the voting results can likewise be found on the company’s website after the Annual General Meeting.

German Act on the Equal Participation of Women and Men in Leadership Positions

As a listed company with equal employee and shareholder representation, HHLA’s Supervisory Board must consist of at least 30 % women and 30 % men. The Supervisory Board is also obliged to set a target quota for women on the Executive Board. In turn, the Executive Board itself is obliged to set target quotas for women in the two management levels below the Executive Board. Deadlines for achieving these targets must also be set in each case. The first target quotas for women on the Executive Board and women in the two management levels below the Executive Board were to be adopted by 30 September 2015, and the initial deadline for achieving these targets was 30 June 2017 at the latest. The gender quotas for the Supervisory Board apply to all members appointed from 1 January 2016 onwards. Every year, the Executive Board and the Supervisory Board must report in its declaration on corporate management on the achievement of the gender quotas for the Supervisory Board, the target quotas set for women on the Executive Board and women in the two management levels below the Executive Board, as well as the corresponding deadlines for achieving these targets and, if applicable, the reasons for not achieving the quotas within the stated deadlines.

There are currently two female shareholder representatives on the Supervisory Board. Consequently, the proportion of women on the Supervisory Board as a whole is 16.7 % and 33.3 % for the shareholder representatives. Despite the appointment of new members in the reporting period, it was not possible to increase the proportion of female employee representatives since both successors had already been elected as substitute members in the employee representative elections held in 2012. The minimum quota has already been met for the shareholder representatives.

At its meeting on 11 September 2015, the Supervisory Board set a target quota of 25 % for women on the Executive Board, which is to be met by 30 June 2017. Following the appointment of Ms. Titzrath and the departure of Mr. Peters, this target has been met since 1 January 2017.

The Executive Board has set a target quota of 25 % for women in the first management level below the Executive Board and a target quota of 30 % for the second management level. The deadline for achieving both of these targets is 30 June 2017. As of 31 December 2016, women accounted for 17 % of the first management level (as of 31 December 2015: 15 %) and 26 % of the second management level (as of 31 December 2015; 21 %).

Disclosures on Corporate Management Practices

Structure and Management of the Group

HHLA acts as the strategic management holding company for the Group. Its operating business is conducted by domestic and foreign subsidiaries and associated firms. see also Group Structure Operating activities are managed and monitored by the Executive Board of HHLA and its central departments, such as Purchasing, Finance, Legal and HR. Compliance with the management's corporate governance requirements is ensured by internal company guidelines, provisions in the articles of association and rules of procedure for the subsidiaries and associated firms. Most subsidiaries also have their own supervisory or advisory boards that monitor and advise the management boards of the respective companies.

Compliance

Compliance with corporate guidelines and the statutory provisions relevant to the company’s activities (hereinafter also referred to as “compliance”) is regarded as an essential part of corporate governance at HHLA. The management team in each corporate unit is therefore responsible for working to achieve compliance with the regulations that are relevant for their field of activity and area of responsibility. Workflows and processes must be structured in line with these regulations. The cornerstone of HHLA’s compliance management system (CMS) is a code of conduct, which formulates overriding principles on topics with special relevance for compliance, such as conduct in the competitive environment, the prevention of corruption, discrimination and conflicts of interest, and how to deal with sensitive corporate information, especially insider information, https://hhla.de/en/investor-relations/corporate-governance/compliance.html. The code of conduct also sets out the whistleblowing channels available to employees and third parties for reporting evidence of misconduct in the company. The code of conduct is supplemented by further Group guidelines on such matters as the prevention of corruption and conduct in the competitive environment. A further element of the CMS is the systematic, ongoing analysis of compliance risks. The overall coordination of the CMS is performed by a Compliance Officer, who reports directly to the Executive Board and synchronises his or her activities with those of Internal Audit and Risk Management departments, among others. In the 2016 financial year, further extensive steps were taken to enhance HHLA’s compliance management system. These included the continuation of preventive work, e.g. the updating and supplementing of Group guidelines, and the compliance risk inventory, as well as training and other communication measures for staff at HHLA companies in Germany and abroad, such as a refresher course on the code of conduct and training on special issues like the prevention of corruption and conduct in the competitive environment. The Audit Committee monitored the effectiveness of the CMS in the reporting period by means of regular reports from the Executive Board and the Compliance Officer. The system will continue to be enhanced on an ongoing basis.

Sustainability

Sustainability has been an integral part of HHLA’s business model since the company was established. see also Sustainability and https://hhla.de/en/sustainability/overview.html

Risk Management

The HHLA Group’s risk management system is described in detail in the Risk and Opportunity Report, which forms part of the Group Management Report. see Risk and Opportunity Report

Transparency

HHLA informs capital market participants and interested members of the general public about the position of the company and the Group and important company developments, particularly by means of its financial reporting (annual report, half-yearly financial report and interim statements), press conferences for analysts and financial press conferences, dialogue with analysts and the press, press releases and ad hoc announcements as required, and its Annual General Meetings. As a permanently available and up-to-date communication medium, the website www.hhla.de provides all the relevant information in both German and English. In addition to comprehensive information about the HHLA Group and the HHLA share, it contains a financial calendar, which provides an overview of the main events. Any enquiries over and above this from shareholders, investors and analysts can be addressed to the Investor Relations department.

Accounting and Auditing

The Separate Financial Statements of HHLA (parent company) are prepared in line with the accounting regulations of the German Commercial Code (HGB). The Consolidated Financial Statements and Interim Reports comply with International Financial Reporting Standards (IFRS) as adopted by the European Union. This Annual Report provides further information on IFRS in the Notes to the Consolidated Financial Statements. see also Notes to the Consolidated Financial Statements, General Notes The appropriation of profits is based solely on the Separate Financial Statements of HHLA.

The choice and appointment of the auditing firm, and the monitoring of its independence and the additional services it provides, are conducted in accordance with statutory provisions. In addition, arrangements have been made with the auditor of the Separate Financial Statements and Consolidated Financial Statements for the 2016 financial year – PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hamburg – for the Chairman of the Audit Committee to be informed immediately of any possible grounds for exclusion or bias arising during the audit, insofar as these are not rectified without delay. The auditor should also report immediately on any findings or incidents arising from the audit of the financial statements that are of significance for the Supervisory Board’s remit. Furthermore, the auditor is to inform the Supervisory Board and/or record in its report if – when conducting the audit – it identifies facts that indicate that the declaration of compliance issued by the Executive Board and Supervisory Board as per Section 161 AktG is incorrect. The audit conducted includes an extended audit as stipulated under Section 53 of the German Budgetary Procedures Act (HGrG). This requires an audit and assessment of the propriety of the company’s management and its financial situation as part of the audit of the Annual Financial Statements.

Directors’ Dealings

In the 2016 financial year, the company did not receive any notifications regarding directors’ dealings with HHLA shares or related financial instruments. As of 31 December 2016, the Executive Board and Supervisory Board as a whole did not possess more than 1 % of the shares issued by HHLA.