Significant events and transactions

As of 31 March 2023, HHLA’s group of consolidated companies was expanded to include Survey Compass GmbH, Treben, Germany, which was acquired in January 2023 and has been assigned to the Logistics segment, and Adria Rail d.o.o., Rijeka, Croatia, which was acquired in March 2023 and has been assigned to the Intermodal segment.

On 19 June 2023, HHLA AG and Grand Dragon Investment Enterprise Limited, Hong Kong, China, a subsidiary of COSCO SHIPPING Ports Limited, Hong Kong, China (CSPL), signed a share purchase agreement for a non-controlling interest of 24.99 % in HHLA Container Terminal Tollerort GmbH, Hamburg (CTT), a formerly wholly-owned subsidiary of HHLA AG. The date of the sale was 20 June 2023.

HHLA PLT Italy S.r.l., Trieste, Italy (PLT) had the option of expanding its existing infrastructure by 17 June 2023. In conjunction with this, HHLA had an opportunity to successively increase its interest by acquiring the shares of former shareholders at a set purchase price in conjunction with further capital increases. The Supervisory Board of HHLA AG agreed to the exercise of this option on 21 March 2023. No binding notification of the exercise of this option was made by the end of the option period. On 31 July 2023 – in addition to the aforementioned agreement to acquire further shares in PLT from existing shareholders – PLT signed a share purchase and transfer agreement to acquire shares in Logistica Giuliana S.r.l., Trieste, Italy. This makes it possible to expand the infrastructure. Both agreements contain conditions precedent, which were not fully met as of the end of the reporting period on 30 September 2023.

On 13 September 2023, Port of Hamburg Beteiligungsgesellschaft SE (the “bidder”), a wholly-owned indirect subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), notified HHLA of its decision to submit a voluntary public takeover offer in relation to the class A shares. A total of 69 % of the class A shares (equal to 50,215,336 class A shares) are currently held by HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (HGV) and 31 % (equal to 22,299,602 class A shares) are in free float. The takeover offer will be made in the form of a cash offer against payment of a consideration of € 16.75 in cash per class A share to the shareholders of HHLA. Furthermore, the bidder stated that in connection with the takeover offer, MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement on 13 September 2023, which sets forth the basic parameters and terms of the takeover offer as well as the mutual intentions and understandings of the parties with respect to the company. On 23 October 2023, the Executive Board received the official bid for joint examination with the Supervisory Board.

Within the Port Logistics and Real Estate subgroups, the key economic indicators for the first nine months of the 2023 financial year and HHLA’s actual economic performance were largely in line with the performance forecast in the combined management report for 2022, which, at the time of preparing the annual report, was subject to great uncertainty due to the geopolitical tensions and their effects on inflation as well as economic sanction measures. In the course of the current financial year, the post-pandemic economic recovery in the main markets of the Port Logistics subgroup has been weaker than forecast by leading economic institutes at the beginning of the year. Consequently, HHLA issued an ad hoc disclosure on 27 July 2023 announcing the downgrading of its guidance for the financial year 2023 compared with the expectations communicated in the quarterly statement January to March 2023. The significant drop in volumes due to the economic situation that was evident in the first half of 2023 abated in the Container segment during the third quarter, but continued to be challenging for container transport. Against this backdrop, expectations for container transport and EBIT in the Intermodal segment have been downgraded in the company’s reporting for the first nine months of 2023. By contrast, earnings expectations for the Port Logistics subgroup and the Group remain unchanged within the ranges previously stated. Business forecast

There were no other significant events or transactions in HHLA’s operating environment or within the Group during the reporting period which had a significant impact on its results of operations, net assets and financial position.