Notes to HHLA AG prepared in line with the German Commercial Code (HGB)

Unlike the consolidated financial statements, the annual financial statements for Hamburger Hafen und Logistik Aktiengesellschaft (HHLA AG) are not prepared in accordance with International Financial Reporting Standards (IFRS). Instead, they are based on the regulations contained in the German Commercial Code (HGB).

Company overview

Structure and commercial activities

Hamburger Hafen und Logistik AG (HHLA) is a leading European port logistics group. HHLA AG is the parent company of the HHLA Group and controls the Group as a strategic management holding company. Its operating business is conducted by 37 domestic and 37 foreign subsidiaries and associated firms. In the 2025 financial year, HHLA increased its group of consolidated companies with a view to optimising its Intermodal business and expanding its logistics-related infrastructure and digital activities. No other significant legal or organisational changes were made.

HHLA AG is a legally independent company that was split into two divisions – the A division and the S division – in the course of the initial public offering on 2 November 2007. The A division represents the Port Logistics subgroup. The class A shares, which are listed on the stock exchange, merely entitle shareholders to participate in the result and net assets of these commercial operations. The performance and financial result of the Real Estate subgroup are attributed to the S division. Class S shares are not traded on the stock exchange and are held solely by the Free and Hanseatic City of Hamburg (FHH). In the unlikely and unprecedented event of the Real Estate subgroup reporting a loss, this would be indirectly transferred to the Free and Hanseatic City of Hamburg in line with a separate agreement to assume losses.

Human Resources

HHLA AG had a total of 1,001 employees as of 31 December 2025 (previous year: 981). Of this number, 159 received wages (previous year: 172), 757 received a salary (previous year: 738) and 85 were apprentices (previous year: 71). Of the 1,001 staff members, 270 were assigned to companies within the HHLA Group in the reporting year.

Economic environment

Sector and macroeconomic developments are largely in line with those at the HHLA Group. Economic environment

Earnings position

The revenue generated by HHLA AG resulted mainly from the charging of personnel expenses for holding company staff assigned to the spun-off Container and Logistics segments, and from billing administrative services and services IT systems which are pooled within HHLA AG. Revenue totalled € 164.2 million in the reporting period (previous year: € 143.5 million). The rise of € 20.7 million mainly resulted from services billed to subsidiaries of HHLA AG and from compensation refunds in accordance with the trilateral agreement for the transfer of a hall. Notes to the consolidated financial statements, no. 48

Other income and expenses reduced earnings by an additional € 58.5 million compared with the previous year. This was mainly the result of higher personnel expenses, value ad-just-ments on financial assets and lower year-on-year income from the reversal of provisions.

The financial result was primarily burdened by the issuance of promissory note loans taken out at the end of the previous year.

The net profits of HHLA AG’s subsidiaries and equity investments recognised in profit or loss rose year-on-year by € 12.3 million to € 71.9 million (previous year: € 59.6 million).

Reported income tax mainly results from the reversal of capitalised deferred tax assets on tax loss carry-forwards from previous financial years. Based on the earnings outlook for the forecasting period, which has been revised downward in light of current developments, their utilisation can no longer be expected.

As the basis for calculating the dividend, the company’s annual result is the key performance indicator for HHLA AG and amounted to € - 42.3 million in the reporting year (previous year: € 54.0 million). The A division accounted for € - 50.6 million of this amount (previous year: € 44.6 million) and the S division for € 8.3 million (previous year: € 9.4 million).

The deviation of the annual result from the forecast is mainly attributable to the aforementioned impairments of financial assets as well as to the reversal of capitalised deferred tax assets on tax loss carry-forwards.

Assets

The carrying amounts of intangible assets and property, plant and equipment totalled € 33.3 million at at the end of the reporting period (previous year: € 35.8 million). Capital expenditure on intangible assets and property, plant and equipment amounted to € 5.3 million in the reporting period (previous year: € 4.7 million). Capital expenditure focused mainly on expanding the IT landscape.

The total increase in financial assets of € 53.0 million to € 1,390.5 million was mainly due to the issuance of loans.

Equity decreased by € 53.6 million compared to year-end 2024. This decrease is due to the net loss for the year of € 42.3 million and the distribution of a cash dividend of € 11.3 million.

HHLA AG uses the projected unit credit method to value entitlements associated with existing pension obligations. Future obligations are projected based on past service and possible future service prior to the insured event occurring. Anticipated future pension and pay increases are also taken into account. An average market interest rate for the past ten years of 2.06 % set by the Deutsche Bundesbank was applied for the reporting year (previous year: 1.90 %). In accordance with Section 253 (2) sentence 2 HGB, a remaining term of 15 years is used as a basis for the pension provision, which amounted to € 300.7 million as at the end of the reporting period (previous year: € 310.2 million).

Financial position

Cash flow from operating activities totalled € 38.6 million in the reporting period (previous year: € 4.3 million). This rise was largely due to the significant year-on-year increase in liabilities to the Free and Hanseatic City of Hamburg and was also affected by the operating result and income received from equity investments. As in the previous year, cash flow from investing activities increased mainly due to the reclassification of cash pooling agreements as medium-term loans.

In connection with existing cash pooling agreements, capital funds comprised accounts due to subsidiaries of € - 5.3 million (previous year: € - 60.8 million), cash and cash equivalents in the form of bank balances totalling € 62.6 million (previous year: € 148.2 million) – of which € 0.0 million (previous year: € 20.0 million) was short-term bank deposits – and clearing receivables of € 15.5 million (previous year: € 54.8 million) due from Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, Hamburg (HGV). The S division of HHLA AG participates in the cash clearing system operated by HGV.

Risk and opportunity report

Business developments at HHLA AG are generally subject to the same risks and opportunities as those of the HHLA Group. HHLA AG shares in the risks of its subsidiaries and equity investments in line with its respective shareholding.

As the parent company of the HHLA Group, HHLA AG is incorporated into the Group-wide risk and opportunity management system. The risk and opportunity report contained in the combined management report provides a description of the internal control system as required by Section 289 (4) HGB. Risk and opportunity management

Business forecast

Outlook

Due to its close ties with the affiliated companies and its weight within the Group, the expectations for HHLA AG are reflected in the business forecast for the Group as a whole. It is anticipated that the statements made for the HHLA Group regarding market and revenue developments will largely be mirrored by the revenue of HHLA AG. Furthermore, the income from equity investments will significantly influence HHLA AG’s earnings. Business forecast

Expected earnings position in 2026

On the basis of the expected earnings position of the HHLA Group, as outlined in the business forecast for the Group, and the previous comments, HHLA AG anticipates a significantly positive net profit for the year in 2026. Due to the uncertain environment described in the Group’s business forecast, a reliable outlook for HHLA AG is also still not possible. Expected Group performance

Expected financial position in 2026

Based on the liquidity management measures outlined in the business forecast for the Group, HHLA AG expects its financial position to remain stable. Expected Group performance

Dividend

As in the previous year, HHLA AG’s appropriation of profits is based on the development of earnings in the financial year ended. Earnings position