Report of the Supervisory Board

Prof. Dr. Rüdiger Grube

Chairman of the Supervisory Board

Dear shareholders,

As in the previous years, the 2024 financial year was marked by geopolitical and economic challenges that affected HHLA and, correspondingly, also its Supervisory Board. Another formative event of the past financial year was the intention of MSC Mediterranean Shipping Company S.A. (“MSC”), Switzerland, to acquire a stake of up to 49.9 % in HHLA. In this context, the negotiations for a business combination agreement between HHLA, SAS Shipping Agencies Services Sàrl (SAS), Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and Port of Hamburg Beteiligungsgesellschaft SE were of particular significance and were concluded with the signing of the business combination agreement on 21 November 2024 once all necessary approvals had been granted.

Against this backdrop, the Supervisory Board dutifully fulfilled the responsibilities entrusted to it by law, the company’s articles of association and rules of procedure, and the German Corporate Governance Code (GCGC) with the necessary diligence. Having continuously monitored the Executive Board’s management of business and provided advice on the company’s strategic development and on key individual measures, we concluded that the management of the company and its internal control and risk management system is lawful, proper and appropriate.

Cooperation with the Executive Board

The Supervisory Board was involved in all decisions of major significance for the company. The Executive Board provided us with regular, prompt and comprehensive information on all major developments, in particular regarding the situation of the company and the Group, corporate planning, fundamental issues of company policy and strategy, investment plans and personnel. All measures for which the approval of the Supervisory Board or one of its committees was required by law, the articles of association or the Executive Board’s code of practice were submitted on time. As Chairman of the Supervisory Board, I was also in regular contact with the Executive Board, and particularly the Chief Executive Officer, between meetings. I was informed about planning and strategy, the current business situation, significant transactions, the risk position, risk management and compliance.

The work of the Supervisory Board

The Supervisory Board held four ordinary meetings and seven special meetings in the 2024 financial year. At the ordinary meetings, we regularly look at the current revenue, earnings and liquidity trend as well as the current business situation of the company and the individual segments, including the risk position, risk management and compliance. During the meetings, the Executive Board informed the Supervisory Board about the economic, financial and strategic position of the company and the Group, as well as the company’s strategy and significant developments and events. Issues relating to IT security and sustainability, particularly with regard to the monitoring of environmental and social sustainability measures in the strategic alignment and corporate planning, were also regularly discussed.

The other focal points of the meetings during the reporting period can be summarised as follows:

In our first extraordinary meeting on 26 January 2024, we initially discussed the current status of MSC’s intention to acquire a stake in HHLA and the implementation of the efficiency programme in the Container segment. During this meeting, we also approved the acquisition of a majority stake in Roland Spedition GmbH, one of the largest owner-led container operators for hinterland transport in Austria.

In addition to various current topics, the focus of the second extraordinary meeting on 23 February 2024 was on discussing the proposal on the appropriation of profit for the 2023 financial year.

The financial statements meeting held on 20 March 2024 focused as scheduled on the auditing and approval of the annual financial statements and consolidated financial statements, including the corresponding divisional and subgroup financial statements, the combined management report of HHLA and the Group, including the non-financial report, the Supervisory Board report, the remuneration report, the reports on transactions with related parties and on the relationship between the A and S divisions, each for the 2023 financial year, as well as the agenda for the 2024 Annual General Meeting, including the Executive Board’s proposal on the appropriation of profit and the candidates proposed for the election of the auditor. Representatives of the auditor attended the meeting, reported on the main results of their audit and were available to answer questions. Furthermore, we addressed the further expansion of our terminal in Trieste and, following personnel changes on the Supervisory Board after the departure of Dr. Isabella Niklas and Susana Pereira Ventura, the relevant successors for membership of the committees were appointed.

In addition to various current topics, the second ordinary meeting on 24 May 2024 focused on establishing a parking shelf on the Unikai multi-function terminal in the Port of Hamburg, the issuance of a promissory note loan for up to € 250 million for general corporate financing, as well as the further expansion of our terminal in Trieste, to which we gave our final approval at another extraordinary meeting on 30 May 2024.

The main topic of the extraordinary meeting on 18 July 2024 was the implementation status of the efficiency programme in the Container segment, as well as the status of collective bargaining negotiations for the German seaports.

The implementation status of the efficiency programme in the Container segment and the current business development, including the economic and geopolitical situation, were also significant topics of the ordinary meeting on 26 August 2024.

At our extraordinary strategy meeting on 8 October 2024, we once again dealt with the implementation status of the efficiency programme in the Container segment, the status of MSC’s stake in HHLA, an expansion project for Cuxport GmbH, in which HHLA holds a 25.1 % stake, as well as the imminent extension of Jens Hansen’s term of office. At a further extraordinary meeting on 29 October 2024, we then approved the extension of Jens Hansen’s term of office by a further five years.

At our ordinary meeting on 9 December 2024, we dealt with the budget for 2025, the medium-term planning, the findings of the risk and opportunity inventory, and the declaration of compliance with the GCGC. Other topics included, in particular, the adoption of a framework for guarantees in connection with subsidies, the discussion of an investment project in the intermodal field, and the future reporting of sustainability KPIs to the Supervisory Board. The 2025 budget and medium-term planning were also major topics at the final extraordinary meeting on 20 December 2024. Another topic addressed during this meeting was the appointment of successors to Bettina Lentz and Dr. Norbert Kloppenburg, who each retired from the Supervisory Board at their own request.

Ordinary meetings are attended by all members of the Supervisory Board and, as a rule, also by the members of the Executive Board. However, the Supervisory Board also meets routinely without the Executive Board, particularly when Executive Board matters or internal Supervisory Board topics are to be discussed. The auditor’s reports also give the Supervisory Board the opportunity to discuss topics with the auditor without the Executive Board being present.

No conflicts of interest regarding members of the Executive Board arose during the reporting period. With regard to the City of Hamburg and MSC’s intended stake in HHLA, and the resulting latent conflicts of interests, the Supervisory Board set up a Takeover Committee in September 2023. This committee is staffed by independent Supervisory Board members, who – in place of the Supervisory Board – advise and take decisions on all issues pertaining to the takeover bid and subsequent holding in order to ensure impartial and independent advice and assessments. The Supervisory Board does not include any former members of the company’s Executive Board.

Committee work

The Supervisory Board has set up a total of six standing committees: the Finance Committee, the Audit Committee, the Real Estate Committee, the Personnel Committee, the Nomination Committee and the Arbitration Committee. With regard to MSC’s intention to acquire a stake in HHLA, the Supervisory Board also set up an additional committee – the Takeover Committee – in September 2023, which was dissolved in February 2025 following the completion of the investment by MSC and the conclusion of the business combination agreement.

The chairs of the committees report to the Supervisory Board about the committees’ activities at the next respective Supervisory Board meeting. With the exception of the Nomination Committee, all of the committees include an equal number of shareholder and employee representatives. Corporate governance declaration

The Finance Committee held four meetings during the 2024 financial year. At each regular meeting, the Committee deals with the Group’s financial performance and its general financial and earnings position. Furthermore, in the December meeting, it is also concerned with the preliminary review of the budget for the coming year and the relevant medium-term planning. The Finance Committee is also responsible for the preliminary review of major financing, investment and participation plans. Major topics during the reporting period were the further expansion of our terminal in Trieste, the issuance of a promissory note loan, creating a framework for guarantees connected with applications for subsidies by Group companies and various smaller investment projects.

The Audit Committee held five meetings in the reporting period. Its work regularly focuses on monitoring the accounting, including non-financial reporting, overseeing the accounting process and the audit. This includes the effectiveness of the internal control system, the risk management system, the internal audit system and compliance, along with the compliance management system. The committee monitors the selection of the auditor, as well as the auditor’s qualifications, efficiency and independent status as well as the quality of the audit. It also discusses with the auditor the assessment of the audit risk as well as the audit strategy, schedule and results. The Chair of the Audit Committee regularly discusses the audit’s progress with the auditor and reports to the Audit Committee. Furthermore, the Audit Committee deals with the reliability of any additional services provided by the auditor (non-audit services). To assist with this, the Audit Committee has adopted a catalogue listing approved non-audit services by type and scope. Finally, the Audit Committee decides on the external review of non-financial statements and reports. Key issues during the reporting period included, as scheduled, the discussion and audit of HHLA’s Annual Report, consolidated financial statements and the combined management report for the 2023 financial year, the half-year financial report and interim statements for the 2024 financial year, the work performed by Internal Audit, the determination of key audit issues for the 2024 financial year and, in this context, discussion of the audit risk, strategy and planning with the auditor, the findings of the 2024 risk and opportunity inventory, the annual report and the audit plans of Internal Audit, and the preparation of the declaration of compliance with the GCGC. During the reporting period, the Audit Committee also discussed the company’s financial and liquidity position, the non-financial reporting, and the external audit of HHLA’s internal control system (ICS) in accordance with the IDW PS 982 standard. HHLA’s Compliance Officer also regularly attends the Audit Committee’s meetings and reports on his activities as well as current developments. Other persons, such as representatives of the auditor or Internal Audit, attend meetings as necessary. The Audit Committee regularly consults with the auditor, with or without the presence of the Executive Board. The Chair of the Audit Committee is also in regular contact with the auditor and the Chief Financial Officer between meetings.

The Real Estate Committee held two meetings in the reporting period. It focused on the general development of business and the discussion and audit of HHLA’s annual financial statements including the separate financial statements of the S division, the consolidated financial statements and the combined management report for the 2023 financial year (March meeting). The committee also discussed the budget for the 2025 financial year and medium-term planning (December meeting). In each case, its deliberations related to the Real Estate subgroup (S division). These meetings also allowed the Real Estate Committee to discuss various project developments.

The Personnel Committee held two meetings in the reporting period. These meetings dealt with Executive Board matters, particularly the extension of Jens Hansen’s term of office.

The Takeover Committee held seven meetings during the reporting period and primarily dealt with MSC’s intention to acquire a stake in HHLA, in particular the negotiations regarding a business combination agreement between HHLA, Port of Hamburg Beteiligungsgesellschaft SE, SAS Shipping Agencies Services S.à r.l. (SAS), and Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, that sets out a common understanding of the key points regarding the future alignment of HHLA and its business model and contains key commitments to HHLA. The Takeover Committee approved the conclusion of the agreement at its meeting on 11 June 2024. After the completion of the investment and the conclusion of the business combination agreement in November 2024, the Takeover Committee had fulfilled its function and was dissolved on 10 February 2025.

The Nomination Committee held one meeting during the reporting period during which it discussed the successors to Dr. Isabella Niklas and Susana Pereira Ventura, who had left the Supervisory Board.

There was no reason for the Arbitration Committee to convene in the reporting period.

Meeting participants

The Supervisory Board and its committees generally hold in-person meetings, although there is the option of participating virtually in order to enable as many people as possible to take part. In exceptional cases – particularly for extraordinary meetings held at short notice, or where the agenda contains few items – meetings can be held purely virtually (generally as a video conference). During the reporting period, this applied to four Supervisory Board meetings (26 January, 30 May, 29 October and 20 December), five Takeover Committee meetings (7 March, 9 and 18 April, 2 May and 11 June), one Personnel Committee meeting (29 August) and one Nomination Committee meeting (11 January). Several participants joined the meetings by phone in individual cases; no meetings were held purely as telephone conferences during the reporting period. The average attendance at the meetings of the Supervisory Board and its committees in the reporting period was approximately 92 %. Individual participation rates are documented in the table below.

Corporate governance

The declaration of compliance with the GCGC in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz: AktG) was prepared together with the Executive Board at the Audit Committee meeting on 8 November 2024 and adopted by the Supervisory Board at its meeting on 9 December 2024. The current declaration of compliance and further information about corporate governance can be found in the declaration on corporate governance in the management report. The current declaration and the declarations relating to previous years can also be viewed on HHLA’s website at www.hhla.de/corporategovernance.

Training and professional development

HHLA supports the members of the Supervisory Board upon their appointment and in their subsequent training and further professional development. When taking up a post, candidates are generally trained in the work of the Supervisory Board, its tasks and the rights and obligations of its members. If required, further inductions or training sessions are provided to cover HHLA’s business activities or other relevant topics. In the course of its work, the Supervisory Board is kept regularly informed of relevant topics, such as new legal requirements or accounting standards. In the reporting period, one area of focus was the topic of sustainability, including the relevant regulatory requirements and their implementation within the HHLA Group.

Audit of financial statements

In line with the Audit Committee’s recommendation and the Supervisory Board’s nomination, the Annual General Meeting on 13 June 2024 elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Hamburg, to conduct the audit of the annual and consolidated financial statements for the 2024 financial year and to conduct the review of the condensed financial statements and the interim management report of the Group for the first half of the 2024 financial year. In line with the legal requirements and the recommendations of the GCGC – especially those relating to the auditor’s independence – the Audit Committee then commissioned the audit and defined its focus areas. The auditor carried out an audit of HHLA’s annual financial statements for the 2024 financial year as provided by the Executive Board, including the divisional financial statements for the A division (Port Logistics subgroup) and the S division (Real Estate subgroup) presented as part of the notes, in line with the provisions of the German Commercial Code (HGB), the consolidated financial statements for the 2024 financial year including the subgroup financial statements for the A and S divisions, also presented as part of the notes, in accordance with the International Financial Reporting Standards (IFRS) that apply in the European Union and the additional requirements of German commercial law pursuant to Section 315e HGB, and the combined management report for HHLA and the Group for the 2024 financial year. The auditor issued an unqualified opinion with respect to each of the foregoing.

The auditors also audited the report prepared by the HHLA Executive Board on company transactions with related parties for the 2024 financial year in line with Section 312 AktG, delivered a written report on the audit findings and, having no objections to make, gave the report the following unqualified opinion:

“On the basis of our audit and in our professional opinion we confirm that (1) the factual statements in the report are correct, (2) the consideration paid by the company for the transactions mentioned in the report was not inappropriately high, and (3) the measures detailed in the report give us no grounds to reach a substantially different opinion to that of the Executive Board.”

The auditor also audited the report prepared by the Executive Board in line with Article 4 (5) of the articles of association applied analogously to Section 312 AktG on the relationship between the A and S divisions for the 2024 financial year, delivered a written report on the audit findings and, having no objections to make, gave the report the following unqualified opinion:

“On the basis of our audit and in our professional opinion we confirm that (1) the factual statements in the report are correct, (2) the consideration paid by the company for the transactions mentioned in the report was not inappropriately high.”

The auditor also reviewed the combined separate non-financial statement in line with Sec­tion 315c HGB and Sections 289c to 289e HGB to obtain limited assurance, reported the review findings and issued an unqualified opinion. Finally, the auditor subjected the remuneration report for the 2024 financial year to a material audit exceeding the requirements of Section 162(3) AktG, reported the review findings and issued an unqualified opinion.

Each of the above-mentioned financial statements and reports along with the corresponding audit reports were made available to all members of the Supervisory Board as soon as they had been produced and checked. The documents were subsequently discussed in detail at the meetings of the Audit and Real Estate Committees on 21 March 2025 and at the Supervisory Board’s financial statements meeting held on 24 March 2025. Representatives of the auditor took part in the meetings, where they reported on the scope, focal points and key findings of the audit and were available to answer questions. They paid particular attention to the key audit matters described in the auditor’s report along with the audit procedures used and the conclusions regarding the accounting-related internal control and risk management system. Finally, they reported on the nature and extent of the other services provided by the auditor.

As part of the preliminary review, the Audit and Real Estate Committees closely examined the course of the audit, the auditor’s reports and the findings. Once they had completed their examination, they recommended that the Supervisory Board as a whole approve the financial statements and reports. Following a detailed plenary examination of the auditor’s reports and findings and the findings of the committees’ preliminary review, and based on our own review, we approved the findings of the audit. Based on the final results of our review, we had no objections to make to the annual financial statements including the divisional financial statements, the consolidated financial statements including the subgroup financial statements, and the combined management report for the 2024 financial year. Accordingly, we approved the annual financial statements, the consolidated financial statements and the combined management report at our meeting on 24 March 2025. HHLA’s annual financial statements for the 2024 financial year have therefore been adopted. Based on the final results of our review, we also had no objections to make to the Executive Board’s statements on related parties and on the relationship between the A and S divisions or to the combined separate non-financial statement.

The Executive Board’s proposal for the appropriation of distributable profit was analysed and discussed with the Executive Board at the meetings of the Audit Committee (for the A division) and the Real Estate Committee (for the S division) on 21 March 2025 and at the Supervisory Board’s meeting on 24 March 2025.

Following our own review, which paid particularly close attention to earning trends, financial planning and shareholders’ interests, both we and the Executive Board will propose to the Annual General Meeting that a dividend of € 0.16 per dividend-entitled class A share and € 1.50 per dividend-entitled class S share be distributed from distributable profit for the 2024 financial year.

Personnel changes

In line with the Supervisory Board’s proposal, the Annual General Meeting on 13 June 2024 elected Bettina Lentz as a member of the Supervisory Board for the remaining term of Dr. Isabella Niklas, who had previously stepped down. With its resolution of 19 February 2024, the Hamburg Local Court had previously appointed Bettina Lentz and Maren Ulbrich – as a successor to Susana Pereira Ventura, who had previously represented employee concerns – as members of the Supervisory Board. Bettina Lentz and Dr. Norbert Kloppenburg stepped down from the Supervisory Board with effect from 6 and 10 January 2025, respectively. Upon request of the Executive Board and with the consent of the Supervisory Board, the Hamburg Local Court appointed Kristin Berger and Hugues Favard as members of the Supervisory Board in their place with its resolution of 29 January 2025 until the end of the next Annual General Meeting.

Following the appointment of Annette Walter to the Executive Board as Chief Financial Officer as of 1 January 2024, the term of office of Jens Hansen was extended by a further five years until 31 March 2030 upon completion of preparations by the Personnel Committee.

Finally, on behalf of the Supervisory Board, I would like to take this opportunity to express my sincere thanks to the members of the Executive Board and our employees for their hard work in the 2024 financial year, and our shareholders and business partners for the trust they have placed in us.

Hamburg, 20 March 2025

The Supervisory Board

Prof. Dr. Rüdiger Grube
Chairman of the Supervisory Board