35. Equity

Changes in the individual components of equity for the reporting year and the previous year are shown in the statements of changes in equity.

Subscribed capital

As of the balance sheet date, HHLA AG’s share capital consists of two different share classes: class A shares and class S shares. Subscribed capital totals € 75,220 thousand (31 December 2023: € 75,220 thousand), divided into 72,514,938 class A shares (31 December 2023: 72,514,938 class A shares) and 2,704,500 class S shares (31 December 2023: 2,704,500 class S shares); each no-par-value share represents € 1.00 of share capital on paper. The share capital has been fully paid in.

In the course of the stock flotation on 2 November 2007, 22,000,000 class A shares were placed on the market. As of 1 January 2024, the Free and Hanseatic City of Hamburg holds 70.35 % of the voting rights through the company HGV Hamburger Gesellschaft für Vermögens- und Beteiligungs­management mbH, Hamburg. Within the context of the agreement between the Free and Hanseatic City of Hamburg and MSC Mediterranean Shipping Company S.A., Geneva, Switzerland, regarding the entry into a strategic partnership with regard to HHLA, the Port of Hamburg Beteiligungs­gesellschaft SE, Hamburg (PoH), acquired class A shares over the course of the year (off-market and transferred through HGV) as part of a voluntary public takeover bid. As of the balance sheet date, PoH held around 93.78 % of the voting rights. The class S shares were entirely held by HGV.

Authorised capital

As of the balance sheet date, the company has Authorised Capital I for the issue of class A shares and Authorised Capital II for the issue of class S shares.

Authorised Capital I

Using Authorised Capital I (cf. Article 3 (4) of the articles of association), the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the company’s share capital until 15 June 2027 by up to € 36,257,469.00 by issuing up to 36,257,469 new registered class A shares for subscription in cash and/or in kind in one or more stages. The statutory subscription rights of holders of class S shares are excluded. The Executive Board is additionally authorised, subject to the approval of the Supervisory Board, to exclude the statutory subscription rights of holders of class A shares in those cases covered in more detail in the resolution, as in the issuance of contributions in kind. Furthermore, the issue of new class A shares, while excluding the subscription rights of class A shareholders, is limited to a total of 10 % of the share capital attributable to class A shares. All class A shares issued, or which could be issued under other authorisations with the exclusion of subscription rights, count towards this 10 % limit.

Authorised Capital II

Using Authorised Capital II (cf. Article 3 (5) of the articles of association), the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase the company’s share capital until 15 June 2027 by up to € 1,352,250.00 by issuing up to 1,352,250 new registered class S shares for subscription in cash and/or in kind in one or more stages. The statutory subscription rights of holders of class A shares are excluded. The Executive Board is authorised, with the approval of the Supervisory Board, to exclude the statutory subscription rights of holders of class S shares as is necessary to equalise fractional amounts.

Other authorisations

The Annual General Meeting held on 10 June 2021 authorised the company’s Executive Board to purchase class A treasury shares up to a maximum of 10 % of the portion of the company’s share capital accounted for by class A shares at the time of the resolution or, if lower, at the time the authorisation is exercised. In addition to being sold on the stock exchange or offered to all shareholders in line with their shareholdings, the class A treasury shares acquired under this authorisation or previous authorisations may – subject to the approval of the Supervisory Board – be used in the cases stipulated by the resolution excluding other shareholders’ subscription rights and/or be redeemed either in whole or in part without the need for an additional resolution by the Annual General Meeting. This authorisation expires on 9 June 2026. The authorisation may be used for any legally permissible purpose, except for trading in treasury shares.

HHLA AG does not currently hold any treasury shares. There are no plans to buy back shares.

The authorisation approved by the HHLA AG Annual General Meeting on 18 June 2019 to issue bonds with warrants and/or convertible bonds to the total nominal amount of up to € 300,000,000.00 and to issue warrant or conversion rights on up to 10,000,000 new registered class A shares in the company expired on 17 June 2024. The conditional capital created to service warrants and conversion rights amounting to € 10,000,000.00 as per Article 3 (6) of the articles of association therefore no longer serves any purpose.

Capital reserve

The Group’s capital reserve includes premiums from share issues, from capital increases at non-controlling subsidiaries, from a reserve increase through an employee participation programme and from capital increases in the context of dividend distributions with the option to reinvest them as a contribution in kind of class A shares. The associated issue costs were deducted from the capital reserve.

Retained earnings

Retained earnings include net profits from prior years for companies included in the consolidated financial statements, insofar as these were not distributed as dividends. This item also includes differences between HGB and IFRS as of 1 January 2006 (the transitional date).

Other comprehensive income

In accordance with the currently applicable version of IAS 19 (revised 2011), the HHLA Group’s other comprehensive income includes all actuarial gains and losses from defined benefit pension plans. This item also includes changes in the fair value of hedging instruments (cash flow hedges) and the corresponding tax effects.

The reserve for translation differences enables the recognition of differences arising from the translation of financial statements for foreign subsidiaries.

Non-controlling interests

Non-controlling interests comprise outside interests in the Group companies’ consolidated equity.

The increase in non-controlling interests during the reporting year was primarily due to the allocation of the consolidated net income as well as the first-time consolidation of shares in affiliated companies. The distribution of dividends in the amount of € 26,170 thousand had an opposing effect.

Notes on capital management

Capital management at the HHLA Group aims to ensure the Group’s long-term financial stability and flexibility in order to safeguard the Group’s growth from a financial viewpoint while enabling shareholders to participate in its success to a reasonable degree. Balance sheet equity is the primary benchmark in this regard. The key value-oriented performance indicator at the HHLA Group is the return on capital employed (ROCE). ROCE increased to 5.4 % during the reporting year (previous year: 4.6 %). The equity ratio is also monitored in order to maintain a stable capital structure.

This increase in equity was largely due to the positive comprehensive income for the reporting period. There was an opposing effect due to the distribution of dividends in the amount of € 37,921 thousand and a balancing item of € 11,517 thousand that related to the put option granted to non-controlling interests of € 13,324 thousand, see Note 38 and a call option acquired by non-controlling interests in the amount of € 1,807 thousand, see Note 30.

External minimum capital requirements were fulfilled at all agreed audit points throughout the reporting year. See Note 38 for more information.