Report of the Supervisory Board

Marcus Vitt

Chairman of the Supervisory Board

Dear shareholders,

As in the preceding years, the 2025 financial year was marked by persistent geopolitical and economic challenges, particularly the strained economic situation in Germany, the ongoing war in Ukraine and various tariff and trade wars. Furthermore, there were also major personnel changes in both the HHLA Supervisory Board and the Executive Board. In the case of the Executive Board, Jeroen Eijsink succeeded Angela Titzrath as Chief Executive Officer. Over the course of the year, both the Chairman Prof. Dr. Rüdiger Grube and the Vice-Chair Berthold Bose left the Supervisory Board after having served on it since 2017.

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, the Supervisory Board 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 the Supervisory Board 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. Until his departure, Prof. Dr. Rüdiger Grube was in regular contact with the Executive Board, and particularly the Chairman of the Executive Board, between meetings. I took over this role and was kept 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 six special meetings in the 2025 financial year. At the ordinary meetings, we routinely 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:

The focus of the three special meetings held on 3 January 2025, 10 January 2025 and 10 February 2025 was primarily on finalising the budget and medium-term planning for the financial years 2025 to 2029. Following the departures of Dr. Norbert Kloppenberg and Bettina Lentz, the meeting on 10 February 2025 also appointed various new members to the committees. At the same time, the Takeover Committee was dissolved as it had fulfilled its function with the completion of MSC’s indirect stake in HHLA and the conclusion of the business combination agreement.

The financial statements meeting held on 24 March 2025 focused on the auditing and approval of the annual financial statements and the 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 2024 financial year, as well as the agenda for the 2025 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. In the context of the agenda for the Annual General Meeting, the remuneration systems for the Executive Board and Supervisory Board, which were scheduled for approval by the Annual General Meeting, were reviewed and discussed.

During the second ordinary meeting on 19 May 2025, the election proposals for the election of Søren Toft, Hugues Favard and Kristin Berger, who had previously been appointed as members of the Supervisory Board by the court, were first discussed. Various seats on the committees were also reshuffled. Due to the additional deviations from the GCGC recommendations in this regard, an updated version of the declaration of compliance was also adopted. Another topic covered by the meeting was the discussion whether to open additional lines of credit or similar loan instruments amounting to € 400 million as a risk provision – particularly in view of the instability of the global economy and geopolitical situation. The Supervisory Board issued its approval for this after the meeting.

The special meeting on 23 June 2025 primarily dealt with the agreement with former Chief Executive Officer Angela Titzrath regarding the mutually agreed premature termination of her contract, as well as the corresponding information for the capital markets. At another special meeting held on 30 July 2025, the Supervisory Board appointed Jeroen Eijsink to succeed Angela Titzrath as Chairman of the HHLA Executive Board with effect from 1 October 2025, following extensive preparations by the Personnel Committee.

In addition to the current development of business and a discussion of the implementation status of the efficiency programme in the Container segment, the main topics of the third ordinary meeting on 25 August 2025 included an investment project in the Intermodal segment and the imminent departure of Chairman Prof. Dr. Rüdiger Grube and Supervisory Board members Andreas Rieckhof and Dr. Sibylle Roggencamp.

The election of a new Supervisory Board Chair and the election of successors for the departing committee members were the main topics of an additional special meeting on 5 November 2025.

At our final ordinary meeting on 8 December 2025, we discussed the budget for 2026, the medium-term planning, the findings of the risk and opportunity inventory, and the declaration of compliance with the GCGC. In connection with the declaration of compliance, the requirement profile for the Supervisory Board was also updated. Other topics included, in particular, the proposal for the election of the auditor for the annual and consolidated financial statements for the 2026 financial year, the adoption of a framework for guarantees in connection with subsidies, the updating of the materiality analysis in connection with sustainability reporting and an amendment to the articles of association (removing contingent capital that had become obsolete).

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 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. 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.

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 management declaration

The Finance Committee held four meetings during the 2025 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 meeting in the fourth quarter, 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 opening of additional loan instruments amounting to € 400 million as a risk provision, the annual framework for guarantees connected with applications for subsidies by Group companies, as well as various smaller investment projects.

The Audit Committee held four 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. One focal topic during the reporting period was the implementation of a process to select the auditor for the annual and consolidated financial statements for the 2026 financial year as the current auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, would reach the legal ten-year limit in the 2025 financial year. Further topics included the scheduled discussion and audit of HHLA’s Annual Report, consolidated financial statements and the combined management report for the 2024 financial year, the half-year financial report and interim statements for the 2025 financial year, the work performed by Internal Audit, the determination of key audit issues for the 2025 financial year, the findings of the 2025 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 and the non-financial reporting. 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 2024 financial year (March meeting). The committee also discussed the budget for the 2026 financial year and the medium-term planning (December meeting). In each case, its deliberations related to the Real Estate subgroup (S division). Apart from these topics, the Real Estate Committee discussed various project developments.

During the reporting period, the Personnel Committee met a total of seventeen times to discuss the premature departure of Angela Titzrath and the search for a successor for the position of Chief Executive Officer.

The Nomination Committee held three meetings in connection with the search for successors for the three members of the Supervisory Board departing during the reporting period.

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

The Takeover Committee, which became obsolete following MSC’s indirect holding in HHLA and the conclusion of the business combination agreement did not hold any meetings until it was dissolved on 10 February 2025.

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 special 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 five Supervisory Board meetings (3 January, 10 January, 10 February, 23 June and 5 November), seven Personnel Committee meetings (13 March, 23 May, 30 May, 2 June, 18 June, 18 July and 25 July), three Nomination Committee meetings (13 March, 19 May and 2 September) and one meeting each of the Finance Committee (8 August) and the Audit Committee (8 August).

Participants only join 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 85 %. 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 10 November 2025 and adopted by the Supervisory Board at its meeting on 8 December 2025 after the declaration of compliance from the previous year had been updated on 19 May 2025. The current declaration of compliance and further information about corporate governance can be found in the Corporate management declaration in the management report. The current declaration of compliance 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. The areas of focus during the reporting period were the onboarding of new Supervisory Board members and the development of regulatory requirements in the field of sustainability and sustainability reporting.

Audit of financial statements

In line with the Audit Committee’s recommendation and the Supervisory Board’s nomination, the Annual General Meeting on 3 July 2025 elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Hamburg, to conduct the audit of the annual and consolidated financial statements for the 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 20 March 2026 and at the Supervisory Board’s financial statements meeting held on 24 March 2026. 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 2025 financial year. Accordingly, we approved the annual financial statements, the consolidated financial statements and the combined management report at our meeting on 24 March 2026. HHLA’s annual financial statements for the 2025 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 on the appropriation of distributable profit was reviewed at the meetings of the Audit Committee (for the A division) and the Real Estate Committee (for the S division) on 20 March 2026 and discussed with the Executive Board, as well as at the meeting of the Supervisory Board on 24 March 2026. Following our own review – in particular taking into account the results of the 2025 financial year, which were significantly affected by tax effects, and the persistently high level of investment – we will propose to the Annual General Meeting, in agreement with the Executive Board, that the distributable profit for the 2025 financial year, which essentially results from profit carried forward from previous years, be carried forward in full for both the A division and the S division.

Personnel changes

The 2025 financial year was characterised by various changes in the Executive Board and Supervisory Board.

After nine years at the helm, Angela Titzrath left the Executive Board on mutually amicable terms as of 30 September 2025. With effect from 1 October 2025, the Supervisory Board appointed Jeroen Eijsink to succeed her as the new Chief Executive Officer of HHLA.

The long-serving Vice-Chair and representative on the employee side Berthold Bose stepped down from the Supervisory Board as of 31 March 2025. André Kretschmar was appointed his successor as Vice-Chair with effect from 1 April 2025. On the shareholder side and in line with the election proposals of the Supervisory Board, the Annual General Meeting of 3 July 2025 elected Søren Toft, Kristin Berger and Hugues Favard, who had previously been appointed as Supervisory Board members by the court, as successors to Prof. Dr. Burkhard Schwenker, Bettina Lentz and Dr. Norbert Kloppenburg. Following the departure of the Chairman Prof. Dr. Rüdiger Grube and Supervisory Board members Andreas Rieckhof and Dr. Sibylle Roggencamp on 30 September 2025, Marcus Vitt, Dr. Andreas Dressel and Katharina Kriston were appointed as members of the Supervisory Board as of 1 October by the Hamburg Local Court. Marcus Vitt was elected Chairman of the Supervisory Board at the Supervisory Board meeting on 5 November 2025. Various new members were also appointed to the committees within the context of these personnel changes.

On behalf of the Supervisory Board, I would once again like to thank all departing members of the Executive Board and Supervisory Board for their many years of service, commitment and contribution to HHLA’s success!

Finally, on behalf of the Supervisory Board, I would also like to take this opportunity to thank the serving members of the Executive Board and our employees for their hard work in the 2025 financial year, and our shareholders and business partners for the trust they have placed in us.

Hamburg, 24 March 2026

The Supervisory Board

Marcus Vitt
Chairman of the Supervisory Board