Implementation of the Code, declaration of compliance

Responsible and transparent corporate governance geared towards creating sustainable value added has always been a main foundation of HHLA’s commercial success. HHLA therefore expressly supports the German Corporate Governance Code (hereinafter referred to as “the Code” or “GCGC”) and the objectives that it pursues. The Executive Board and Supervisory Board once again carefully studied the recommendations and proposals of the GCGC in the 2025 financial year and submitted their annual declaration of compliance in accordance with Section 161 German Stock Corporation Act (AktG) on 8 December 2025. This confirms that the corporate governance and culture of HHLA and the Group comply with the recommendations and most of the proposals contained in the Code, with the exceptions outlined below.

The current declaration of compliance – as well as those of previous years – is available at www.hhla.de/corporate-governance and reads as follows:

“The Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG hereby state after due examination that in the period starting 19 May 2025 (the date on which the previous declaration of compliance was updated), HHLA complied, and will in future comply, with the recommendations of the German Corporate Governance Code (“the Code” or “GCGC”) in the version dated 28 April 2022, with the following exceptions:

1. Not all the members of the Executive Board and Supervisory Board always comply with the limits on mandates as defined in recommendations C.4 and C.5 GCGC. When selecting candidates for the Executive Board and Supervisory Board, the Supervisory Board and the Personnel and Nomination Committees have always taken care to ensure that the individuals concerned have enough time to fulfil their commitments. This generally also means that they comply with the limits on mandates defined in recommendations C.4 and C.5. However, the Supervisory Board believes that the question of whether a member has sufficient time for their commitments must be answered according to the circumstances of the individual case. The number of mandates may be an indication, but should not be the only criterion, particularly since there may be added value for HHLA when its Board members hold other external mandates. The Supervisory Board therefore believes it is reasonable if members of the Supervisory Board or Executive Board exceed these limits in individual cases.

2. With regard to the structure of Executive Board remuneration, the Code recommends, among other things, that the performance criteria for the variable remuneration components should be based primarily on strategic objectives and that the variable remuneration should consist of short- and long-term components, with the variable remuneration resulting from the achievement of long-term targets exceeding the share of short-term targets (G.1 second indent, G.6 and G.7). The long-term variable remuneration granted to each Executive Board member should largely be invested in company shares or otherwise based on the share price. The Executive Board member should only be able to access the long-term variable remuneration after four years (G.10). It is possible to withhold or claw back the variable remuneration in justified cases (G.11 sentence 2). If the service contract with an Executive Board member comes to an end, outstanding variable remuneration components for the period until the contract ends should be paid according to the originally agreed targets and comparative parameters and on the dates or after the holding periods defined in the contract (G.12). The remuneration system for the Executive Board of HHLA only complies with these recommendations to a limited degree. The variable remuneration for the HHLA Executive Board is essentially based on the achievement of certain key figures or targets – in particular, EBIT, ROCE and other ESG targets – for a three-year average comprising the current and the two previous financial years and does not therefore stipulate any subdivision into short-term and long-term components. There are no plans for share-based components, holding periods or withholding and clawback rights. The Supervisory Board is of the opinion that the variable remuneration of the HHLA Executive Board in its current form is already sufficiently geared towards the company’s long-term performance. If any severance payment is made when a contract comes to a premature end, it is generally paid at the departure date. This enables a clear distinction to be made and avoids arguments at a later stage. The Annual General Meeting of 3 July 2025 approved the remuneration system for the Executive Board with a large majority (99.7 % of votes cast).

3. According to the requirements profile and skills matrix governing the composition of the Supervisory Board as adopted in December 2022 in accordance with recommendation C.1, which reflects recommendations C.9, C.10 and C.12 in this regard, the Supervisory Board should include at least two members from the group of shareholder representatives – including the Chairman of the Audit Committee – who are independent of the company, the Executive Board and the controlling shareholder (C.9 and C.10). Moreover, the Supervisory Board should not include anyone who holds an executive position or performs an advisory role for any organisation in direct competition with the company (C.12). According to recommendation C.1 sentence 4, nominations made to the Annual General Meeting by the Supervisory Board should take account of the targets agreed in the requirements profile and skills matrix while striving to comply with the skills matrix for the full Board. Following the election of Søren Toft, Hugues Favard and Kristin Berger by the Annual General Meeting and the election of Hugues Favard as Chairman of the Audit Committee, the Supervisory Board has three members who work full-time for the MSC Group. The latter holds a significant (indirect) stake in Port of Hamburg Beteiligungsgesellschaft SE; the majority of the shares in this organisation are (indirectly) held by the Free and Hanseatic City of Hamburg, which in turn holds the majority of shares in HHLA. Søren Toft and Hugues Favard also serve on the Board of Directors of Port of Hamburg Beteiligungsgesellschaft SE as non-executive directors. Of the other shareholder representatives, Dr. Andreas Dressel and Katharina Kriston are both full-time employees of the Free and Hanseatic City of Hamburg and thus constitute indirect majority shareholders of HHLA. Accordingly, the Supervisory Board of HHLA will, for the time being, continue to have one member, Marcus Vitt, who is fully independent of the controlling shareholder. A deviation from recommendations C.9, C.10 and C.1 sentence 4 is therefore declared. With regard to recommendation C.12, it should be noted for precautionary reasons that the MSC Group also competes with HHLA in certain areas; a deviation is therefore declared in this regard as a precautionary measure. The requirements profile for the Supervisory Board was updated as a result in December 2025. The Supervisory Board and shareholder representatives are of the view that the Supervisory Board and the group of shareholder representatives have highly qualified and experienced managers. Its members also reflect the shareholding structure of HHLA.

Hamburg, 8 December 2025

Hamburger Hafen und Logistik Aktiengesellschaft

Executive Board
Supervisory Board”