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, MSC Mediterranean Shipping Company S.A., Switzerland (MSC), as an indirect minority shareholder of PoH and its subsidiaries, 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 transactions with 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 in the 2024 financial year; see also Note 29. In the previous year, income from companies with a controlling interest in the Group included the relevant reimbursement claims against HGV; see Note 11. 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 over the Group include receivables from current business dealings with the MSC Group. This figure is higher than in the previous year due to the expansion of the business relationship.

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 on the basis of long-term leases. 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 € 19,412 thousand was outstanding as of the balance sheet date (previous year: € 22,941 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.

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).

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. The Trilateral Agreement and Amendment Contract were contingent upon conditions precedent being met. Due to the expiration of the original contract at the end of the second quarter, HHLA and the HPA agreed in June 2025 that the conditions precedent agreed with regard to the payment of financial compensation for the early return of partial spaces and the completion of necessary renovation measures are considered to have occurred in good time. 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 € 80.0 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. Compensation from the transfer of a warehouse was also recorded during the financial year, see Note 11.

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 2025 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.

Angela Titzrath left the Executive Board on 30 September 2025. Her employment contract ended as of 31 December 2025 and was duly remunerated by this time. For the mutual (premature) termination of the employment contract, the parties also agreed on a severance payment of € 1,580 thousand.

In the 2025 financial year, the short-term benefits payable to the Supervisory Board totalled € 332 thousand (previous year: € 339 thousand). Of this, fixed basic salaries accounted for € 195 thousand (previous year: € 194 thousand), remuneration for committee work made up € 70 thousand (previous year: € 88 thousand) and meeting fees amounted to € 67 thousand (previous year: € 57 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 € 6,457 thousand (previous year: € 4,141 thousand).

Individual pension claims of Executive Board members in accordance with German Commercial Code (HGB) amount to € 9,095 thousand (previous year: € 5,494 thousand) and represent the financial entitlements of Ms Titzrath.

Former members of the Executive Board

Benefits totalling € 1,478 thousand (previous year: € 1,406 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 € 26,988 thousand (previous year: € 22,185 thousand).