48. Related party disclosures

IAS 24 defines related parties as companies and individuals which directly or indirectly control or exert significant influence over the Group or over which the Group has control, joint control or significant influence.

The shareholder Port of Hamburg SE, Hamburg (PoH) and its shareholders HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV) and the Free and Hanseatic City of Hamburg (FHH), companies over which the shareholder or the Free and Hanseatic City of Hamburg has control or significant influence, the members of HHLA’s Executive and Supervisory Boards and their close relatives, and the subsidiaries, associates and joint ventures in the Group are therefore defined as related parties. HGV is the parent company of HHLA, which publishes consolidated financial statements. These are published in the German Federal Gazette under HRB 16106. HHLA AG is the parent company of the Group.

The receivables from companies with a controlling interest in the Group mainly relate to receivables from cash clearing with HGV and receivables from property transfer tax arising as a result of the MSC transaction; see Note 29. As in the previous year, HHLA’s receivables accrued interest at the reference rate of €STR p. a. in the reporting period.

Transactions with companies with a significant influence on the Group include receivables from current business dealings with MSC as a direct shareholder of the PoH.

Transactions with joint ventures pertain to transactions with companies accounted for using the equity method. This primarily affects the companies HHLA Frucht- und Kühl-Zentrum GmbH and Kombi-Transeuropa Terminal Hamburg GmbH with transactions mainly from handling services and personnel accounting.

Lease liabilities, primarily for the lease of land and quay walls from the Hamburg Port Authority (HPA), are included in transactions with other related parties. For more details, see also Note 40 and Note 45.

Furthermore, HGV and the Free and Hanseatic City of Hamburg as parties related to HHLA have provided various comfort letters and guarantees to lender banks for loans granted to companies in the Group. The nominal amount of the associated liabilities from bank loans is € 60,000 thousand (previous year: € 60,000 thousand), of which € 22,941 thousand was outstanding as of the balance sheet date (previous year: € 26,471 thousand) plus interest.

With effect from 18 October 2007, a partial loss compensation agreement was concluded between HHLA and HGV. HGV hereby undertakes to assume each annual deficit posted by the HHLA Real Estate subgroup as per commercial law during the term of the agreement. This applies insofar as the deficit is not compensated for by transferring amounts from retained earnings, other revenue reserves or the capital reserve which were carried forward as profit or transferred to these reserves during the term of the contract in accordance with Section 272(2) (4) HGB.

Expenses and income from related parties are on standard market terms. The amounts outstanding at year-end are not secured and do not attract interest (with the exception of overnight funds in the context of clearing).

In the reporting year, income from companies with a controlling interest in the Group includes reimbursement claims against HGV arising in connection with the MSC transaction; see Note 11.

Expenses with other related parties increased during the reporting year as a result of the decision to change energy provider from a third-party company to Hamburger Energie­werke GmbH.

On 28 December 2020, HHLA concluded two agreements related to space leased by HHLA from HPA in the O’Swaldkai terminal. These were a three-party agreement (“Trilateral Agreement”) with HPA and FHH and an amendment contract to an existing lease contract between HHLA and HPA (“Amendment Contract”). HHLA’s Supervisory Board has given its consent to both the Trilateral Agreement and the Amendment Contract.

The Trilateral Agreement and Amendment Contract regulate the following:

As a result of FHH’s planned urban development of the Grasbrook district and with the aim of securing the location for HHLA for the long term, the areas that HHLA leases at the O’Swaldkai terminal will be reduced in size; in exchange, the lease agreement for the remaining areas will be extended ahead of time until 2049. In the process, there will also be a (partially retroactive) future adjustment of the annual net basic lease fee. Taking into account the reduction in area, the present value of lease payments for the term of the amended lease agreement is € - 100.2 million. HHLA will receive financial compensation, especially for the early return of sub-areas and to carry out necessary modification measures to ensure that its operations at the O’Swaldkai terminal can be maintained at the same level. The compensation is capped at € 120 million, including value added tax. Under certain circumstances, this amount may be increased by up to € 10 million, including value added tax. The precise amount will be determined by an independent appraiser. The Trilateral Agreement and Amendment Contract are contingent upon conditions precedent being met.

No loans or comparable benefits were granted to the members of the Executive and Supervisory Boards in the reporting year or the previous year.

Remuneration for key management personnel

IAS 24 requires the remuneration of key management personnel to be disclosed. This relates to the active Executive Board and the Supervisory Board. Apart from the details provided below, there were no notifiable transactions with related parties or their close relatives in the 2024 financial year.

Remuneration for active members of the Executive and Supervisory Boards

Approximately half of a performance-related bonus is based on EBIT and the other half on the target ranges within the sustainability component. This variable remuneration is capped at 100 % of the fixed salary. The performance-related portion of the Executive Board’s remuneration had not been paid as of the balance sheet date.

In the 2024 financial year, the short-term benefits payable to the Supervisory Board totalled € 339 thousand (previous year: € 350 thousand). Of this, fixed basic salaries accounted for € 194 thousand (previous year: € 196 thousand), remuneration for committee work made up € 88 thousand (previous year: € 76 thousand) and meeting fees amounted to € 57 thousand (previous year: € 78 thousand). Employees elected to the Supervisory Board are still entitled to a regular salary under their employment contract. The amount of the salary reflects an appropriate amount remuneration for the role or activity within the company.

The past service cost resulting from pension provisions for active members of the Executive Board is reported as post-employment benefits. As of the reporting date, the associated obligation stood at € 4,141 thousand (previous year: € 3,495 thousand).

Individual pension claims of Executive Board members in accordance with German Commercial Code (HGB) amount to € 5,494 thousand (previous year: € 4,886 thousand) and represent the financial entitlements of Ms Titzrath.

Former members of the Executive Board

Benefits totalling € 1,406 thousand (previous year: € 1,356 thousand) were paid to former members of the Executive Board and their surviving dependants. The defined benefit obligation for current pensions calculated in accordance with International Financial Reporting Standards amounts to € 22,185 thousand (previous year: € 22,170 thousand).