Notes on the reporting

In the first quarter of 2024, HHLA’s group of consolidated companies was expanded to include the fully consolidated companies heyport GmbH, Hamburg, Germany, which was established on 17 January 2024 and assigned to the Logistics segment, and METRANS Rail Slovakia s.r.o., with registered offices in Dunajská Streda, Slovakia, which was established in the 2022 financial year and assigned to the Intermodal segment. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

In the second quarter of 2024, HHLA’s group of consolidated companies was expanded to include the fully consolidated company passify GmbH, Hamburg, Germany, which was established on 4 April 2024 and assigned to the Logistics segment. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

On 12 March 2024, HHLA AG signed a framework agreement concerning the indirect holding in Roland Spedition GmbH, Schwechat, Austria (RS GmbH). Pursuant to a purchase and assignment agreement dated 6 June 2024, HHLA AG thus acquired 100 % of shares in Hera Logistics Holding GmbH (Hera GmbH), Schwechat, Austria, which, in turn, holds 51.0 % of shares in the operational company RS GmbH. The companies were included in HHLA’s group of consolidated companies in the second quarter and have been assigned to the Intermodal segment as fully consolidated companies. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

The business formation agreement and articles of association dated 1 October 2024 saw the foundation of the company RailSync GmbH, Hamburg. It was included in HHLA’s group of consolidated companies in the fourth quarter of 2024 as a fully consolidated company assigned to the Logistics segment. For more information, please refer to Acquisitions, disposals and other changes to the consolidated group.

On 23 October 2023, Port of Hamburg Beteiligungsgesellschaft SE (PoH, the “bidder”), a wholly-owned direct subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), submitted a voluntary public takeover bid in relation to HHLA shares. The bidder stated that MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement in connection with the takeover bid, which set forth the basic parameters and terms of the takeover bid as well as the mutual intentions and understandings of the parties with respect to the company. Over the course of the year, HHLA, FHH (via its subsidiary HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH – “HGV”) and MSC (via its subsidiary SAS Shipping Agencies Services S.à r.l. – “SAS”) also agreed on the content of a business combination agreement, which sets out the common understanding of the key points regarding the long-term further development of HHLA and contains important commitments to HHLA.

The closing conditions for the bid were fulfilled in every respect on 14 November 2024 with the approval under merger control law in Ukraine. As such, the shares tendered to PoH from the free float were transferred to it. HHLA, HGV, MSC (via its subsidiary SAS) and PoH concluded the business combination agreement on 21 November 2024. Both MSC and HGV contributed the class A shares they held in HHLA to PoH as part of a capital increase against contribution in kind.

As of the end of the reporting period, the parent company above the Group is HGV.

Due to the high level of flexibility required in the sector, handling and transport services are not generally ordered or guaranteed months in advance. Consequently, order backlogs and order trends do not serve as reporting indicators as they do in other industries.

The 2024 consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) applicable in the European Union, taking into consideration the interpretations of the International Financial Reporting Interpretations Committee (IFRIC). The Group Management Report was prepared in line with the requirements of the German Accounting Standards no. 20 (GAS 20).