Significant events and transactions

In the first quarter of 2024, HHLA’s group of consolidated companies was expanded to include the fully consolidated companies heyport GmbH, Hamburg, Germany, which was established on 17 January 2024 and assigned to the Logistics segment, and METRANS Rail Slovakia s.r.o., with registered offices in Dunajská Streda, Slovakia, which was established in the 2022 financial year and assigned to the Intermodal segment.

In the second quarter of 2024, HHLA’s group of consolidated companies was expanded to include the fully consolidated company passify GmbH, Hamburg, Germany, which was established on 4 April 2024 and assigned to the Logistics segment.

On 12 March 2024, HHLA signed a framework agreement concerning the indirect holding in Roland Spedition GmbH, Schwechat, Austria (RS GmbH). With a purchase and assignment agreement dated 6 June 2024, HHLA subsequently acquired 100 % of shares in Hera Logistics Holding GmbH (Hera GmbH), Schwechat, Austria, which in turn holds 51.0 % of shares in the operational company RS GmbH. The companies were included in HHLA’s group of consolidated companies in the second quarter and have been assigned to the Intermodal segment as fully consolidated companies.

On 23 October 2023, Port of Hamburg Beteiligungsgesellschaft SE (the “bidder”), a wholly-owned direct subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (MSC), submitted a voluntary public takeover offer for the shares of HHLA. In this respect, the bidder stated that MSC and the Free and Hanseatic City of Hamburg (FHH) had entered into a binding agreement in connection with the takeover offer, which establishes 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.

Over the course of the year, HHLA, FHH (via its subsidiary HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH – “HGV”) and MSC (via its subsidiary SAS Shipping Agencies Services S.à r.l. – “SAS”) also agreed on the content of a Business Combination Agreement, which sets out the common understanding of the key points regarding the long-term further development of HHLA and contains important commitments to HHLA.

The closing conditions for the offer, such as the approval of the Hamburg Parliament and the EU Commission’s clearance from a merger control perspective, have now all been met. Clearance by Ukraine’s antitrust authority is still pending.

The forecast for 2024 issued in the 2023 Annual Report was subject to a high degree of uncertainty due to geopolitical tensions, the ongoing war in Ukraine and the effects of the announced changes to the syndicate structures of shipping companies.

In addition to these uncertainties, the persistent weakness of the German economy and the military conflict in the Middle East, with its impact on shipping routes to markets of key significance to the HHLA Group, have led to varying developments over the course of the year.

On publication of the 2024 half-year report, certain aspects of the forecast were therefore adjusted: expectations for container throughput growth were lowered while those for container transport were raised. Moreover, revenue guidance for the Group as a whole, as well as for the Port Logistics subgroup, was upgraded. At the same time, the expected revenue of the Intermodal segment was adjusted upwards. With regard to EBIT, growth expectations for the Container segment were raised. By contrast, expected earnings for the Real Estate subgroup were lowered.

Based on the preliminary figures for the first nine months of 2024, the forecast for the current year was once again significantly adjusted in an ad hoc statement on 30 October 2024. Year-on-year growth expectations for container throughput were lowered once again. Meanwhile, revenue guidance for the Port Logistics subgroup was upgraded once more. In addition, the expectation for EBIT at Group level and in the Port Logistics subgroup was raised. Moreover, expected capital expenditure was lowered for both the Group and for the Port Logistics and Real Estate subgroups in 2024 as a result of delays in the implementation of investment projects, primarily due to exogenous factors. 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.