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 2024: € 75,220 thousand), divided into 72,514,938 class A shares (31 December 2024: 72,514,938 class A shares) and 2,704,500 class S shares (31 December 2024: 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 2025, Port of Hamburg Beteiligungs­gesellschaft SE, Hamburg (PoH), held 93.78 % of the class A shares, corresponding to 90.41 % of the total share capital. As of 31 December 2025, the percentage of voting rights assigned to class A shares in HHLA was 94.82 %, corresponding to 91.41 % of the total nominal capital. The Free and Hanseatic City of Hamburg (FHH) holds 52.84 % of the voting rights in PoH through the company HGV Hamburger Gesellschaft für Vermögens- und Beteiligungs­management mbH, Hamburg (HGV). The class S shares, which represent 3.6 % of the total nominal capital, were all held by HGV as of the balance sheet date. FHH therefore indirectly holds the majority of shares and voting rights in HHLA.

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.

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.

During the reporting year, non-controlling interests decreased largely due to the distribution of dividends in the amount of € 26,021 thousand. The consolidated net income attributable to these shares 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 5.9 % during the reporting year (previous year: 5.4 %). The equity ratio is also monitored in order to maintain a stable capital structure.

The increase in equity was mainly due to the positive overall result for the reporting period, which also includes the value adjustment of shares in a corporation as directly recognised in equity, see Note 26, as well as a reserve of € 13,185 thousand relating to the put options granted to non-controlling interests, see Note 38. The distribution of dividends in the amount of € 37,330 thousand had an opposing effect.

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